JP MORGAN INSTITUTIONAL FUNDS, 497, 2000-03-03

JP MORGAN INSTITUTIONAL FUNDS
497, 2000-03-03

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MARCH 1, 2000 | PROSPECTUS
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J.P. MORGAN INSTITUTIONAL INTERNATIONAL EQUITY FUNDS

International Equity Fund
European Equity Fund
International Opportunities Fund
Emerging Markets Equity Fund

----------------------------------------
Seeking high total return primarily from
stocks outside the United States

This prospectus contains essential information for anyone investing in these
funds. Please read it carefully and keep it for reference.

As with all mutual funds, the fact that these shares are registered with the
Securities and Exchange Commission does not mean that the commission approves
them or guarantees that the information in this prospectus is correct or
adequate. It is a criminal offense to state or suggest otherwise.

Distributed by Funds Distributor, Inc.

JPMorgan

<PAGE>
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<PAGE>

CONTENTS
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1 | Each fund's goal, principal strategies, principal risks, performance
and expenses

J.P. MORGAN INSTITUTIONAL INTERNATIONAL EQUITY FUNDS

J.P. Morgan Institutional International Equity Fund ......................... 1
J.P. Morgan Institutional European Equity Fund .............................. 3
J.P. Morgan Institutional International Opportunities Fund .................. 5
J.P. Morgan Institutional Emerging Markets Equity Fund ...................... 7

9 | Principles and techniques common to the funds in this prospectus

INTERNATIONAL EQUITY MANAGEMENT APPROACH
J.P. Morgan ................................................................. 9
J.P. Morgan international equity funds ...................................... 9
The spectrum of international equity funds .................................. 9
Who may want to invest ...................................................... 9
International equity investment process .....................................10

11 | Investing in the J.P. Morgan Institutional International Equity Funds

YOUR INVESTMENT
Investing through a financial professional ..................................11
Investing through an employer-sponsored retirement plan .....................11
Investing through an IRA or rollover IRA ....................................11
Investing directly ..........................................................11
Opening your account ........................................................11
Adding to your account ......................................................11
Selling shares ..............................................................12
Account and transaction policies ............................................12
Dividends and distributions .................................................13
Tax considerations ..........................................................13

14 | More about risk and the funds' business operations

FUND DETAILS
Master/Feeder structure .....................................................14
Management and administration ...............................................14
Risk and reward elements ....................................................15
Financial Highlights ........................................................17

FOR MORE INFORMATION ................................................back cover

<PAGE>

J.P. MORGAN INSTITUTIONAL
INTERNATIONAL EQUITY FUND | TICKER SYMBOL: JNUSX
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[GRAPHIC OMITTED]
RISK/RETURN SUMMARY
For a more detailed discussion of the fund's investments and their main risks,
as well as fund strategies, please see pages 15-16.

[GRAPHIC OMITTED]
GOAL
The fund's goal is to provide high total return from a portfolio of foreign
company equity securities. This goal can be changed without shareholder
approval.

[GRAPHIC OMITTED]
INVESTMENT APPROACH

Principal Strategies
The fund invests primarily in equity securities from developed countries
included in the Morgan Stanley Capital International Europe, Australasia, and
Far East Index (EAFE), which is the fund's benchmark. The fund typically does
not invest in U.S. companies.

The fund's industry weightings generally approximate those of the EAFE Index,
although it does not seek to mirror the index in its choice of individual
securities, and may overweight or underweight countries relative to the EAFE
Index. In choosing stocks, the fund emphasizes those that are ranked as
undervalued according to J.P. Morgan's proprietary research, while
underweighting or avoiding those that appear overvalued. The fund makes its
currency management decisions as described on pages 10 and 15.

Principal Risks
The value of your investment in the fund will fluctuate in response to movements
in international stock markets and currency exchange rates. Fund performance
will also depend on the effectiveness of J.P. Morgan's research and the
management team's stock picking and currency management decisions.

In general, international investing involves higher risks than investing in U.S.
markets but offers attractive opportunities for diversification. Foreign markets
tend to be more volatile than those of the U.S., and changes in currency
exchange rates could reduce market performance. To the extent that the fund
hedges its currency exposure into the U.S. dollar, it may reduce the effects of
currency fluctuations. The fund may also hedge from one foreign currency to
another. Foreign stocks are generally riskier than their domestic counterparts.
You should be prepared to ride out periods of underperformance.

An investment in the fund is not a deposit of any bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency. You could lose money if you sell when the fund's share price is lower
than when you invested.

<PAGE>
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REGISTRANT: J.P. MORGAN INSTITUTIONAL FUNDS
(J.P. MORGAN INSTITUTIONAL INTERNATIONAL EQUITY FUND)

PORTFOLIO MANAGEMENT
The fund's assets are managed by J.P. Morgan, which currently manages
approximately $349 billion, including approximately $10.9 billion using similar
strategies as the fund.

The portfolio management team is led by Paul A. Quinsee, managing director, who
joined the team in April 1993 and has been at J.P. Morgan since 1992, and by
Nigel F. Emmett, vice president, who has been on the team since joining J.P.
Morgan in August 1997. Previously, Mr. Emmett was an assistant manager at Brown
Brothers Harriman and Co. and a portfolio manager at Gartmore Investment
Management.

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Before you invest

Investors considering the fund should understand that:

o There is no assurance that the fund will meet its investment goals.

o The fund does not represent a complete investment program.

1 | J.P. MORGAN INSTITUTIONAL INTERNATIONAL EQUITY FUND

<PAGE>

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PERFORMANCE (unaudited)

The bar chart and table shown below provide some indication of the risks of
investing in J.P. Morgan Institutional International Equity Fund.

The bar chart indicates some of the risks by showing changes in the performance
of the fund's(1) shares from year to year for each of the last 9 calendar years.

The table indicates some of the risks by showing how the fund's average annual
returns for the past one and five years and life of the fund compare to those of
the EAFE Index. This is an unmanaged index used to track the average performance
of over 900 securities listed on the stock exchanges of countries in Europe,
Australasia and the Far East.

The fund's past performance does not necessarily indicate how the fund will
perform in the future.

Year-by-year total return (%) Shows changes in returns by calendar year(1,2)
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<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1991 1992 1993 1994 1995 1996 1997 1998 1999

40%

24.52 30.22
20%
10.58 13.62
6.00 7.96 8.48 1.46
0%
(10.77)
(20%)
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</TABLE>

[ ] J.P. Morgan Institutional International Equity Fund(1)

For the period covered by this year-by-year total return chart, the fund's
highest quarterly return was 20.21% (for the quarter ended 12/31/98); and the
lowest quarterly return was -17.97% (for the quarter ended (9/30/98).

Average annual total return (%) Shows performance over time, for periods ended December 31, 1999(1)
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Past 1 yr. Past 5 yrs. Life of fund
<S> <C> <C> <C>
J.P. Morgan Institutional International Equity Fund (after expenses) 30.22 11.95 7.93
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EAFE Index (no expenses) 26.96 12.83 8.68
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</TABLE>
<PAGE>

INVESTOR EXPENSES
The expenses of the fund are shown at right. The fund has no sales, redemption,
exchange, or account fees, although some institutions may charge you a fee for
shares you buy through them. The annual fund expenses are deducted from fund
assets prior to performance calculations.

Annual fund operating expenses(3) (%)
(expenses that are deducted from fund assets)
- --------------------------------------------------------------------
Management fees 0.60

Marketing (12b-1) fees none
Other expenses 0.35
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Total annual fund
operating expenses 0.95
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Expense example
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The example below is intended to help you compare the cost of investing in the
fund with the cost of investing in other mutual funds. The example assumes:
$10,000 initial investment, 5% return each year, total operating expenses
unchanged, and all shares sold at the end of each time period. The example is
for comparison only; the fund's actual return and your actual costs may be
higher or lower.
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1 yr. 3 yrs. 5 yrs. 10 yrs. Your cost($) 97 303 525 1,166
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(1) The fund commenced operations on 10/4/93, and returns reflect performance of
the fund from 11/1/93 forward. For the period 6/30/90 to 10/31/93, returns
reflect the performance of the J.P. Morgan International Equity Fund, a separate
feeder fund investing in the same master portfolio.

(2) The fund's fiscal year end is 10/31.

(3) The fund has a master/feeder structure as described on page 14. This table
shows the fund's expenses and its share of master portfolio expenses for
the past fiscal year expressed as a percentage of the fund's average net
assets.

J.P. MORGAN INSTITUTIONAL INTERNATIONAL EQUITY FUND | 2

<PAGE>

J.P. MORGAN INSTITUTIONAL
EUROPEAN EQUITY FUND |
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[GRAPHIC OMITTED]
RISK/RETURN SUMMARY
For a more detailed discussion of the fund's investments and their main risks,
as well as fund strategies, please see pages 15-16.

[GRAPHIC OMITTED]
GOAL
The fund's goal is to provide high total return from a portfolio of European
company equity securities. This goal can be changed without shareholder
approval.

[GRAPHIC OMITTED]
INVESTMENT APPROACH

Principal Strategies
The fund invests primarily in equity securities from the 14 countries included
in the Morgan Stanley Capital International (MSCI) Europe Index, which is the
fund's benchmark. The fund typically does not invest in U.S. companies.

The fund focuses on stock picking, emphasizing those stocks that are ranked as
undervalued according to J.P. Morgan's proprietary research, while
underweighting or avoiding those that appear overvalued. The fund generally
keeps its industry weightings similar to those of the MSCI Europe Index,
although it does not seek to mirror the index in its choice of individual
securities. The fund makes its country allocation and currency management
decisions as described on pages 10 and 15.

Principal Risks

The value of your investment in the fund will fluctuate in response to movements
in European stock markets and currency exchange rates. Fund performance will
also depend on the effectiveness of J.P. Morgan's research and the management
team's stock picking and currency management decisions.

<PAGE>

REGISTRANT: J.P. MORGAN INSTITUTIONAL FUNDS
(J.P. MORGAN INSTITUTIONAL EUROPEAN EQUITY FUND)

PORTFOLIO MANAGEMENT
The fund's assets are managed by J.P. Morgan, which currently manages
approximately $349 billion, including more than $3.5 billion using similar
strategies as the fund.

The portfolio management team is led by Paul A. Quinsee, managing director, who
has been at J.P. Morgan since 1992, and by Nigel F. Emmett, vice president, who
has been on the team since February 1998. Mr. Emmett has been at J.P. Morgan
since August 1997. Previously, Mr. Emmett was an assistant manager at Brown
Brothers Harriman and Co. and a portfolio manager at Gartmore Investment
Management.

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Before you invest

Investors considering the fund should understand that:

o There is no assurance that the fund will meet its investment goals.

o The fund does not represent a complete investment program.

3 | J.P. MORGAN INSTITUTIONAL EUROPEAN EQUITY FUND

<PAGE>
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PERFORMANCE (unaudited)

The bar chart and table shown below provide some indication of the risks of
investing in J.P. Morgan Institutional European Equity Fund.

The bar chart indicates some of the risks by showing changes in the performance
of the fund's shares from year to year for each of the last 3 calendar years.

The table indicates some of the risks by showing how the fund's average annual
returns for the past one year and life of the fund compare to those of the MSCI
Europe Index. This is an unmanaged index comprised of more than 600 companies in
14 European countries.

The fund's past performance does not necessarily indicate how the fund will
perform in the future.

Year-by-year total return (%) Shows changes in returns by calendar year(1)
- --------------------------------------------------------------------------------
1997 1998 1999

40%
22.27 21.48 20.44
20%

0%
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[ ] J.P. Morgan Institutional European Equity Fund

For the period covered by this year-by-year total return chart, the fund's
highest quarterly return was 19.67% (for the quarter ended 12/31/98); and the
lowest quarterly return was -18.48% (for the quarter ended 9/30/98).

Average annual total return (%) Shows performance over time, for periods ended December 31, 1999(2)
- -----------------------------------------------------------------------------------------------------
Past 1 yr. Life of fund
<S> <C> <C>
J.P. Morgan Institutional European Equity Fund (after expenses) 20.44 21.44
- -----------------------------------------------------------------------------------------------------
MSCI Europe Index (no expenses) 15.89 22.53
- -----------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

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INVESTOR EXPENSES
The expenses of the fund before and after reimbursement are shown at right. The
fund has no sales, redemption, exchange, or account fees, although some
institutions may charge you a fee for shares you buy through them. The annual
fund expenses after reimbursement are deducted from fund assets prior to
performance calculations.

Annual fund operating expenses(3) (%)
(expenses that are deducted from fund assets)
- ------------------------------------------------------------------
Management fees 0.65

Marketing (12b-1) fees none
Other expenses 1.52
- ------------------------------------------------------------------
Total operating expenses 2.17

Fee waiver and expense
reimbursement(4) 1.17
- ------------------------------------------------------------------
Net expenses(4) 1.00
- ------------------------------------------------------------------

Expense example(4)
- --------------------------------------------------------------------------------
The example below is intended to help you compare the cost of investing in the
fund with the cost of investing in other mutual funds. The example assumes:
$10,000 initial investment, 5% return each year, net expenses for the period
3/1/00 through 2/28/01 and total operating expenses thereafter, and all shares
sold at the end of each time period. The example is for comparison only; the
fund's actual return and your actual costs may be higher or lower.

- --------------------------------------------------------------------------------
1 yr. 3 yrs. 5 yrs. 10 yrs.
Your cost($) 102 566 1,057 2,411
- --------------------------------------------------------------------------------
(1) The fund's fiscal year end is 11/30. Prior to 1998, the fund's fiscal year
end was 12/31.

(2) The fund commenced operations on 2/29/96.

(3) The fund has a master/feeder structure as described on page 14. This table
shows the fund's expenses and its share of master portfolio expenses for
the past fiscal year, expressed as a percentage of the fund's average net
assets.

(4) Reflects an agreement dated 3/1/00 by Morgan Guaranty Trust Company of New
York ("Morgan Guaranty"), an affiliate of J.P. Morgan, to reimburse the
fund to the extent expenses exceed 1.00% (excluding extraordinary expenses)
of the fund's average daily net assets through 2/28/01. Actual net expenses
for the fiscal year ended 12/31/99 were 0.99% of the fund's average daily
net assets.

J.P. MORGAN INSTITUTIONAL EUROPEAN EQUITY FUND | 4

<PAGE>

J.P. MORGAN INSTITUTIONAL
INTERNATIONAL OPPORTUNITIES FUND | TICKER SYMBOL: JPIOX
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[GRAPHIC OMITTED]
RISK/RETURN SUMMARY
For a more detailed discussion of the fund's investments and their main risks,
as well as fund strategies, please see pages 15-16.

[GRAPHIC OMITTED]
GOAL
The fund's goal is to provide high total return from a portfolio of equity
securities of foreign companies in developed and, to a lesser extent, emerging
markets. This goal can be changed without shareholder approval.

[GRAPHIC OMITTED]
INVESTMENT APPROACH

Principal Strategies
The fund's assets are invested primarily in companies from developed markets
other than the U.S. The fund's assets may also be invested to a limited extent
in companies from emerging markets. Developed countries include Australia,
Canada, Japan, New Zealand, the United Kingdom, and most of the countries of
western Europe; emerging markets include most other countries in the world.

The fund focuses on stock picking, emphasizing those stocks that are ranked as
undervalued according to J.P. Morgan's proprietary research, while
underweighting or avoiding those that appear overvalued. While the fund
generally follows the process described on page 11, its country allocations and
sector weightings may differ significantly from those of the MSCI All Country
World Index Free (ex-U.S.), the fund's benchmark. The fund makes its currency
management decisions as described on pages 10 and 15.

In general, international investing involves higher risks than investing in U.S.
markets but offers attractive opportunities for diversification. Foreign markets
tend to be more volatile than those of the U.S., and changes in currency
exchange rates could reduce market performance. These risks are higher in
emerging markets. To the extent that the fund hedges its currency exposure into
the U.S. dollar, it may reduce the effects of currency fluctuations. The fund
may also hedge from one foreign currency to another. However, the fund does not
typically use this strategy for its emerging markets currency exposure. Foreign
stocks are generally riskier than their domestic counterparts. You should be
prepared to ride out periods of underperformance.

<PAGE>

REGISTRANT: J.P. MORGAN INSTITUTIONAL FUNDS
(J.P. MORGAN INSTITUTIONAL INTERNATIONAL OPPORTUNITIES FUND)

PORTFOLIO MANAGEMENT
The fund's assets are managed by J.P. Morgan, which currently manages
approximately $349 billion, including approximately $3.6 billion using similar
strategies as the fund.

The portfolio management team is led by Paul A. Quinsee, managing director, who
has been on the team since the fund's inception and at J.P. Morgan since 1992,
Andrew C. Cormie, vice president, who has been an international equity portfolio
manager since 1997 and employed by J.P. Morgan since 1984, and by Nigel F.
Emmett, vice president, who has been on the team since joining J.P. Morgan in
August 1997. Previously, Mr. Emmett was an assistant manager at Brown Brothers
Harriman and Co. and a portfolio manager at Gartmore Investment Management.

- --------------------------------------------------------------------------------
Before you invest

Investors considering the fund should understand that:

o There is no assurance that the fund will meet its investment goals.

o The fund does not represent a complete investment program.

5 | J.P. MORGAN INSTITUTIONAL INTERNATIONAL OPPORTUNITIES FUND

<PAGE>

PERFORMANCE (unaudited)

The bar chart and table shown below provide some indication of the risks of
investing in J.P. Morgan Institutional International Opportunities Fund.

The bar chart indicates some of the risks by showing changes in the performance
of the fund's shares from year to year for each of the last 2 calendar years.

The table indicates some of the risks by showing how the fund's average annual
return for the past one year and life of fund compare to those of the MSCI All
Country World Index Free (ex.-U.S.). This is an unmanaged index that measures
developed and emerging foreign stock market performance.

The fund's past performance does not necessarily indicate how the fund will
perform in the future.

Total return (%) Shows changes in returns by calendar year(1)
- --------------------------------------------------------------------------------
1998 1999

40%
39.90
20%
3.83
0%
- --------------------------------------------------------------------------------

[ ] J.P. Morgan Institutional International Opportunities Fund

For the period covered by this total return chart, the fund's highest quarterly
return was 22.09% (for the quarter ended 12/31/98); and the lowest quarterly
return was -21.34% (for the quarter ended 9/30/98).

<TABLE>
<CAPTION>
Average annual total return (%) Shows performance over time, for period ended December 31, 1999(2)
- -----------------------------------------------------------------------------------------------------------
Past 1 yr. Life of fund
<S> <C> <C>

J.P. Morgan Institutional International Opportunities Fund (after expenses) 39.90 14.94
- -----------------------------------------------------------------------------------------------------------
MSCI All Country World Index Free (ex-U.S.) (no expenses) 30.91 15.87
- -----------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

Annual fund operating expenses(3) (%)
(expenses that are deducted from fund assets)
- --------------------------------------------------------------------
Management fees 0.60

Marketing (12b-1) fees none

Other expenses 0.35
- --------------------------------------------------------------------
Total annual fund
operating expenses 0.95
- --------------------------------------------------------------------

- --------------------------------------------------------------------------------
1 yr. 3 yrs. 5 yrs. 10 yrs.
Your cost($) 98 306 531 1,178
- --------------------------------------------------------------------------------
(1) The fund's fiscal year end is 11/30.

(2) The fund commenced operations on 2/26/97 and performance is calculated as
of 2/28/97.

J.P. MORGAN INSTITUTIONAL INTERNATIONAL OPPORTUNITIES FUND | 6

<PAGE>

J.P. MORGAN INSTITUTIONAL EMERGING
MARKETS EQUITY FUND | TICKER SYMBOL: JMIEX
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[GRAPHIC OMITTED]
RISK/RETURN SUMMARY

For a more detailed discussion of the fund's investments and their main risks,
as well as fund strategies, please see pages 15-16.

[GRAPHIC OMITTED]
GOAL
The fund's goal is to provide high total return from a portfolio of equity
securities from emerging markets issuers. This goal can be changed without
shareholder approval.

[GRAPHIC OMITTED]
INVESTMENT APPROACH

Principal Strategies
The fund invests primarily in equity securities from countries whose economies
or stock markets are less developed. The fund may also invest to a lesser extent
in debt securities of these countries. This designation currently includes most
countries in the world except Australia, Canada, Japan, New Zealand, the United
Kingdom, the U.S., and most of the countries of western Europe.

The fund makes its country allocation decisions as described on page 10 and may
overweight or underweight countries relative to its benchmark, the Morgan
Stanley Capital International (MSCI) Emerging Markets Free Index. The fund
emphasizes stocks that are ranked as undervalued, while underweighting or
avoiding stocks that appear overvalued. The fund typically maintains full
currency exposure to those markets in which it invests. However, the fund may
from time to time hedge a portion of its foreign currency exposure into the U.S.
dollar.

Principal Risks
The value of your investment in the fund will fluctuate in response to movements
in international stock and bond markets, interest rates and currency exchange
rates. Fund performance will also depend on the effectiveness of J.P. Morgan's
research and the management team's country allocation and security selection
decisions.

In general, international investing involves higher risks than investing in U.S.
markets but offers attractive opportunities for diversification. Because
emerging markets carry higher risks than developed markets, the fund's
performance is likely to be more volatile than that of many other international
equity funds. To the extent that the fund hedges its currency exposure into the
U.S. dollar, it may reduce the effects of currency fluctuations. Foreign
securities are generally riskier than their domestic counterparts. You should be
prepared to ride out periods of underperformance.

By emphasizing undervalued stocks, the fund has the potential to produce returns
that exceed those of the fund's benchmark. At the same time, the fund seeks to
limit its volatility to that of the benchmark.

<PAGE>

REGISTRANT: J.P. MORGAN INSTITUTIONAL FUNDS
(J.P. MORGAN INSTITUTIONAL EMERGING MARKETS EQUITY FUND)

PORTFOLIO MANAGEMENT
The fund's assets are managed by J.P. Morgan, which currently manages
approximately $349 billion, including more than $6.1 billion using similar
strategies as the fund.

The management team is led by Douglas Dooley, managing director, who has been at
J.P. Morgan since 1979 and Satyen Mehta, vice president, who has been at J.P.
Morgan since 1984, both of whom have been on the team since the fund's
inception.

- --------------------------------------------------------------------------------
Before you invest

Investors considering the fund should understand that:

o There is no assurance that the fund will meet its investment goals.

o The fund does not represent a complete investment program.

7 | J.P. MORGAN INSTITUTIONAL EMERGING MARKETS EQUITY FUND

<PAGE>

- --------------------------------------------------------------------------------
PERFORMANCE (unaudited)

The bar chart and table shown below provide some indication of the risks of
investing in J.P. Morgan Institutional Emerging Markets Equity Fund.

The bar chart indicates some of the risks by showing changes in the performance
of the fund's shares from year to year for each of the last 6 calendar years.

The table indicates some of the risks by showing how the fund's average annual
returns for the past one and five years and life of the fund compare to those of
the MSCI Emerging Markets Free Index. This is a widely recognized, unmanaged
index of emerging markets stocks used as a measure of overall emerging market
equity performance.

The fund's past performance does not necessarily indicate how the fund will
perform in the future.

Year-by-year total return (%) Shows changes in returns by calendar year(1)
- --------------------------------------------------------------------------------
1994 1995 1996 1997 1998 1999

60%
59.40
40%

20%
(7.19) (9.68) (8.84) (7.71)
0%

(20%)

(30%) (30.33)
- --------------------------------------------------------------------------------

[ ] J.P. Morgan Institutional Emerging Markets Equity Fund

For the period covered by this year-by-year total return chart, the fund's
highest quarterly return was 25.88% (for the quarter ended 12/31/99); and the
lowest quarterly return was -23.56% (for the quarter ended 6/30/98).

Average annual total return (%) Shows performance over time, for periods ended December 31, 1999(2)
- ---------------------------------------------------------------------------------------------------------------
Past 1 yr. Past 5 yrs. Life of fund
<S> <C> <C> <C>
J.P. Morgan Institutional Emerging Markets Equity Fund (after expenses) 59.40 0.15 1.19
- ---------------------------------------------------------------------------------------------------------------
MSCI Emerging Markets Equity Free (no expenses) 66.41 0.86 3.57
- ---------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

INVESTOR EXPENSES

The expenses of the fund before and after reimbursement are shown at right. The
fund has no sales, redemption, exchange, or account fees, although some
institutions may charge you a fee for shares you buy through them. The annual
fund expenses after reim- bursement are deducted from fund assets prior to
performance calculations.

Annual fund operating expenses(3) (%)
(expenses that are deducted from fund assets)
- --------------------------------------------------------------------
Management fees 1.00

Marketing (12b-1) fees none

Other expenses 0.52
- --------------------------------------------------------------------
Total operating expenses 1.52

Fee waiver and expense
reimbursement(4) 0.07
- --------------------------------------------------------------------
Net expenses(4) 1.45
- --------------------------------------------------------------------

- --------------------------------------------------------------------------------
1 yr. 3 yrs. 5 yrs. 10 yrs.
Your cost($) 148 473 822 1,807
- --------------------------------------------------------------------------------
(1) The fund's fiscal year end is 10/31.

(2) The fund commenced operations on 11/15/93 and performance is calculated as
of 11/30/93.

(4) Reflects an agreement dated 3/1/00 by Morgan Guaranty Trust Company of New
York ("Morgan Guaranty"), an affiliate of J.P. Morgan, to reimburse the
fund to the extent expenses exceed 1.45% (excluding extraordinary expenses)
of the fund's average daily net assets through 2/28/01. Actual net expenses
for the fiscal year ended 10/31/99 were 1.42% of the fund's average daily
net assets.

J.P. MORGAN INSTITUTIONAL EMERGING MARKETS EQUITY FUND | 8

<PAGE>

INTERNATIONAL EQUITY MANAGEMENT APPROACH
- --------------------------------------------------------------------------------

J.P. MORGAN
Known for its commitment to proprietary research and its disciplined investment
strategies, J.P. Morgan is the asset management choice for many of the world's
most respected corporations, financial institutions, governments, and
individuals. Today, J.P. Morgan employs over 380 analysts and portfolio managers
around the world and has more than $349 billion in assets under management,
including assets managed by the funds' advisor, J.P. Morgan Investment
Management Inc.

J.P. MORGAN INTERNATIONAL EQUITY FUNDS
These funds invest primarily in stocks and other equity securities of companies
outside the U.S. through a master portfolio (another fund with the same goal).
As a shareholder, you should anticipate risks and rewards beyond those of a
typical U.S. stock fund.

THE SPECTRUM OF INTERNATIONAL EQUITY FUNDS
The funds described in this prospectus pursue a range of goals and offer varying
degrees of risk and potential reward. Differences between these funds include:

o the parts of the world in which they invest

o how closely they follow the weightings of their benchmarks

o how many securities they typically maintain in their portfolios

o the relative weighting of stocks in developed vs. emerging markets

The table below shows degrees of the relative risk and return that these funds
potentially offer. These and other distinguishing features of each international
equity fund were described on the preceding pages.

<PAGE>

- --------------------------------------------------------------------------------
Who May Want to Invest

The funds are designed for investors who:

o are pursuing a long-term goal

o want to add a non-U.S. investment with growth potential to further
diversify a portfolio

o want funds that seek to consistently outperform the markets in which they
invest

The funds are not designed for investors who:

o are uncomfortable with the risks of international investing

o are looking for a less aggressive stock investment

o require regular income or stability of principal

o are pursuing a short-term goal or investing emergency reserves

- -------------------------
Potential risk and return
- -------------------------

The positions of the funds in this graph reflect long-term performance goals
only and are relative, not absolute.

o Emerging Markets Equity Fund

o European Equity Fund
Return
o International Opportunities Fund

o International Equity Fund

-------------------------------------------------------------------------
Risk

9 | INTERNATIONAL EQUITY MANAGEMENT APPROACH

<PAGE>

- --------------------------------------------------------------------------------
INTERNATIONAL EQUITY INVESTMENT PROCESS
While each fund follows its own strategy, the funds as a group share a single
investment philosophy. This philosophy, developed by the funds' advisor, focuses
on allocating assets by country, selecting stocks and managing currency
exposure. The funds largely avoid using sector or market-timing strategies.

Through its extensive global equity research and analytical systems, J.P. Morgan
seeks to generate an information advantage. Using fundamental analysis as well
as macro-economic models, J.P. Morgan develops proprietary research on
countries, companies, and currencies. In these processes, the analysts focus on
a relatively long period rather than on near-term expectations alone. The team
of analysts dedicated to international equities includes more than 90 members
around the world, with an average of nearly ten years of experience.

In managing the funds described in this prospectus, J.P. Morgan employs a
three-step process that combines country allocation, fundamental research for
identifying portfolio securities, and currency management decisions:

[GRAPHIC OMITTED]
J.P. Morgan uses top-down analysis in determining which countries to emphasize

Country allocation J.P. Morgan takes an in-depth look at the relative valuations
and economic prospects of different countries, ranking the attractiveness of
their markets. Using these rankings, a team of strategists establishes a country
allocation for each fund. Country allocation may vary either significantly or
moderately from the benchmark, depending on the fund. J.P. Morgan considers the
developed countries of Europe (excluding the U.K.) as a whole while monitoring
the fund's exposure to any one country.

[GRAPHIC OMITTED]
Stocks in each industry are ranked with the help of models, then selected for
investment

Stock selection Various models are used to quantify J.P. Morgan's fundamental
stock research, producing a ranking of companies in each industry group
according to their relative value. Each fund's management team then buys and
sells stocks, using the research and valuation rankings as well as its
assessment of other factors, including:

o catalysts that could trigger a change in a stock's price

o potential reward compared to potential risk

o temporary mispricings caused by market overreactions

[GRAPHIC OMITTED]
In some funds, J.P. Morgan may adjust currency exposure to seek to manage risks
and enhance returns

Currency management The funds have access to J.P. Morgan's currency specialists
in determining the extent and nature of each fund's exposure to various foreign
currencies. (The Emerging Markets Equity fund typically maintains full currency
exposure to those markets in which it invests.)

INTERNATIONAL EQUITY MANAGEMENT APPROACH | 10

<PAGE>

YOUR INVESTMENT
- --------------------------------------------------------------------------------
For your convenience, the J.P. Morgan Institutional Funds offer several ways to
start and add to fund investments.

INVESTING THROUGH A FINANCIAL PROFESSIONAL

If you work with a financial professional, either at J.P. Morgan or elsewhere,
he or she is prepared to handle your planning and transaction needs. Your
financial professional will be able to assist you in establishing your fund
account, executing transactions, and monitoring your investment. If your fund
investment is not held in the name of your financial professional and you prefer
to place a transaction order yourself, please use the instructions for investing
directly.

INVESTING THROUGH AN EMPLOYER-SPONSORED RETIREMENT PLAN
Your fund investments are handled through your plan. Refer to your plan
materials or contact your benefits office for information on buying, selling, or
exchanging fund shares.

INVESTING THROUGH AN IRA OR ROLLOVER IRA
Please contact a J.P. Morgan Retirement Services Specialist at 1-888-576-4472
for information on J.P. Morgan's comprehensive IRA services, including lower
minimum investments.

INVESTING DIRECTLY
Investors may establish accounts without the help of an intermediary by using
the instructions below and at right:

o Choose a fund (or funds) and determine the amount you are investing. The
minimum amount for initial investments in the Emerging Markets Equity fund
is $500,000 and in the International Equity, International Opportunities
and European Equity funds is $1,000,000. The minimum for additional
investments is $25,000, although these minimums may be less for some
investors. For more information on minimum investments, call
1-800-766-7722.

o Complete the application, indicating how much of your investment you want
to allocate to which fund(s). Please apply now for any account privileges
you may want to use in the future, in order to avoid the delays associated
with adding them later on.

o Mail in your application, making your initial investment as shown at right.

For answers to any questions, please speak with a J.P. Morgan Funds Services
Representative at 1-800-766-7722.

<PAGE>

OPENING YOUR ACCOUNT

By wire

o Mail your completed application to the Shareholder Services Agent.

o Call the Shareholder Services Agent to obtain an account number and to
place a purchase order. Funds that are wired without a purchase order will
be returned uninvested.

o After placing your purchase order, instruct your bank to wire the amount of
your investment to:

Morgan Guaranty Trust Company of New York-Delaware
Routing number: 031-100-238
Credit: J.P. Morgan Institutional Funds
Account number: 001-57-689
FFC: your account number, name of registered owner(s) and fund name

By check

o Make out a check for the investment amount payable to J.P. Morgan
Institutional Funds.

o Mail the check with your completed application to the Shareholder Services
Agent.

By exchange

o Call the Shareholder Services Agent to effect an exchange.

ADDING TO YOUR ACCOUNT

By wire

o Call the Shareholder Services Agent to place a purchase order. Funds that
are wired without a purchase order will be returned uninvested.

o Once you have placed your purchase order, instruct your bank to wire the
amount of your investment as described above.

By check

o Make out a check for the investment amount payable to J.P. Morgan
Institutional Funds.

o Mail the check with a completed investment slip to the Shareholder Services
Agent. If you do not have an investment slip, attach a note indicating your
account number and how much you wish to invest in which fund(s).

By exchange

o Call the Shareholder Services Agent to effect an exchange.

11 | YOUR INVESTMENT

<PAGE>

- --------------------------------------------------------------------------------
SELLING SHARES

By phone--wire payment

o Call the Shareholder Services Agent to verify that the wire redemption
privilege is in place on your account. If it is not, a representative can
help you add it.

o Place your wire request. If you are transferring money to a non-Morgan
account, you will need to provide the representative with the personal
identification number (PIN) that was provided to you when you opened your
fund account.

By phone--check payment

o Call the Shareholder Services Agent and place your request. Once your
request has been verified, a check for the net amount, payable to the
registered owner(s), will be mailed to the address of record. For checks
payable to any other party or mailed to any other address, please make your
request in writing (see below).

In writing

o Write a letter of instruction that includes the following information: The
name of the registered owner(s) of the account; the account number; the
fund name; the amount you want to sell; and the recipient's name and
address or wire information, if different from those of the account
registration.

o Indicate whether you want the proceeds sent by check or by wire.

o Make sure the letter is signed by an authorized party. The Shareholder
Services Agent may require additional information, such as a signature
guarantee.

o Mail the letter to the Shareholder Services Agent.

By exchange

o Call the Shareholder Services Agent to effect an exchange.

Redemption in kind

o Each fund reserves the right to make redemptions of over $250,000 in
securities rather than in cash.

<PAGE>

ACCOUNT AND TRANSACTION POLICIES
Telephone orders The funds accept telephone orders from all shareholders. To
guard against fraud, the funds require shareholders to use a PIN, and may record
telephone orders or take other reasonable precautions. However, if a fund does
take such steps to ensure the authenticity of an order, you may bear any loss if
the order later proves fraudulent.

Exchanges You may exchange shares in these funds for shares in any other J.P.
Morgan or J.P. Morgan Institutional mutual fund at no charge (subject to the
securities laws of your state). When making exchanges, it is important to
observe any applicable minimums. Keep in mind that, for tax purposes, an
exchange is considered a sale.

A fund may alter, limit, or suspend its exchange policy at any time.

Business hours and NAV calculations The funds' regular business days and hours
are the same as those of the New York Stock Exchange (NYSE). Each fund
calculates its net asset value per share (NAV) every business day as of the
close of trading on the NYSE (normally 4:00 p.m. eastern time).The funds'
securities are typically priced using market quotes or pricing services. When
these methods are not available or do not represent a security's value at the
time of pricing (e.g., when an event occurs after the close of trading that
would materially impact a security's value), the security is valued in
accordance with the fund's fair valuation procedures.

Timing of orders Orders to buy or sell shares are executed at the next NAV
calculated after the order has been accepted. Orders are accepted until the
close of trading on the NYSE every business day and are executed the same day,
at that day's NAV. A fund has the right to suspend redemption of shares as
permitted by law and to postpone payment of proceeds for up to seven days.

Timing of settlements When you buy shares, you will become the owner of record
when a fund receives your payment, generally the day following execution.

- --------------------------------------------------------------------------------
Shareholder Services Agent
J.P. Morgan Funds Services
522 Fifth Avenue
New York, NY 10036
1-800-776-7722

Representatives are available 8:00 a.m. to 5:00 p.m. eastern
time on fund business days.

YOUR INVESTMENT | 12

<PAGE>
- --------------------------------------------------------------------------------
Redemption orders for each fund received by the cut-off times will be paid in
immediately available funds, normally on the same day, according to instructions
on file. In-kind redemptions (described on page 12) will be available as
promptly as is feasible.

When you sell shares that you recently purchased by check, your order will be
executed at the next NAV but the proceeds will not be available until your check
clears. This may take up to 15 days.

Statements and reports The funds send monthly account statements as well as
confirmations after each purchase or sale of shares (except reinvestments).
Every six months, each fund sends out an annual or semi-annual report containing
information on its holdings and a discussion of recent and anticipated market
conditions and fund performance.

Accounts with below-minimum balances If your account balance falls below the
minimum for 30 days as a result of selling shares (and not because of
performance), the fund reserves the right to request that you buy more shares or
close your account. If your account balance is still below the minimum 60 days
after notification, the fund reserves the right to close out your account and
send the proceeds to the address of record.

DIVIDENDS AND DISTRIBUTIONS
Each fund typically pays income dividends and makes capital gains distributions,
if any, once a year. A fund may declare an additional income dividend in a given
year, depending on its tax situation. However, a fund may also make fewer
payments in a given year, depending on its investment results. Dividends and
distributions consist of substantially all of the fund's net investment income
and realized capital gains.

Dividends and distributions are reinvested in additional fund shares.
Alternatively, you may instruct your financial professional or J.P. Morgan Funds
Services to have them sent to you by check, credited to a separate account, or
invested in another J.P. Morgan Institutional Fund.

<PAGE>

TAX CONSIDERATIONS
In general, selling shares, exchanging shares, and receiving distributions
(whether reinvested or taken in cash) are all taxable events. These transactions
typically create the following tax liabilities for taxable accounts:

- ---------------------------------------------------------------------
Transaction Tax status
- ---------------------------------------------------------------------
Income dividends Ordinary income
- ---------------------------------------------------------------------
Short-term capital gains Ordinary income
distributions
- ---------------------------------------------------------------------
Long-term capital gains Capital gains
distributions
- ---------------------------------------------------------------------
Sales or exchanges of shares Capital gains or losses
owned for more than one year
- ---------------------------------------------------------------------
Sales or exchanges of shares Gains are treated as ordinary
owned for one year or less income; losses are subject
to special rules

Every January, each fund issues tax information on its distributions for the
previous year.

Any investor for whom a fund does not have a valid taxpayer identification
number will be subject to backup withholding for taxes.

The tax considerations described in this section do not apply to tax-deferred
accounts or other non-taxable entities.

Because each investor's tax circumstances are unique, please consult your tax
professional about your fund investment.

13 | YOUR INVESTMENT

<PAGE>

FUND DETAILS
- --------------------------------------------------------------------------------
MASTER/FEEDER STRUCTURE
As noted earlier, each fund is a series of J.P. Morgan Institutional Funds, a
Massachusetts business trust, and is a "feeder" fund that invests in a master
portfolio. (Except where indicated, this prospectus uses the term "the fund" to
mean the feeder fund and its master portfolio taken together.)

Each master portfolio accepts investments from other feeder funds, and all the
feeders of a given master portfolio bear the portfolio's expenses in proportion
to their assets. However, each feeder can set its own transaction minimums,
fund-specific expenses, and other conditions. This means that one feeder could
offer access to the same master portfolio on more attractive terms, or could
experience better performance, than another feeder. Information about other
feeders is available by calling 1-800-766-7722. Generally, when a master
portfolio seeks a vote, its feeder fund will hold a shareholder meeting and cast
its vote proportionately, as instructed by its shareholders. Fund shareholders
are entitled to one full or fractional vote for each dollar or fraction of a
dollar invested.

Each feeder fund and its master portfolio expect to maintain consistent goals,
but if they do not, the feeder fund will withdraw from the master portfolio,
receiving its assets either in cash or securities. Each feeder fund's trustees
would then consider whether the feeder fund should hire its own investment
adviser, invest in a different master portfolio, or take other action.

MANAGEMENT AND ADMINISTRATION
The feeder funds described in this prospectus, their corresponding master
portfolios and J.P. Morgan Series Trust are all governed by the same trustees.
The trustees are responsible for overseeing all business activities. The
trustees are assisted by Pierpont Group, Inc., which they own and operate on a
cost basis; costs are shared by all funds governed by these trustees. Funds
Distributor, Inc., as co-administrator, along with J.P. Morgan, provides fund
officers. J.P. Morgan, as co-administrator, oversees each fund's other service
providers.

<PAGE>

J.P. Morgan, subject to the expense reimbursements described earlier in this
prospectus, receives the following fees for investment advisory and other
services:

- --------------------------------------------------------------------------------
Advisory services Percentage of the master
portfolio's average net assets
International Equity 0.60%
European Equity 0.65%
International Opportunities 0.60%
Emerging Markets Equity 1.00%
- --------------------------------------------------------------------------------
Administrative services Master portfolio's and fund's pro-
(fee shared with Funds rata portions of 0.09% of the
Distributor, Inc.) first $7 billion of average net
assets in J.P. Morgan-advised
portfolios, plus 0.04% of average
net assets over $7 billion
- --------------------------------------------------------------------------------
Shareholder services 0.10% of the fund's average
net assets

J.P. Morgan may pay fees to certain firms and professionals for providing
recordkeeping or other services in connection with investments in a fund.

FUND DETAILS | 14
<PAGE>

- --------------------------------------------------------------------------------
RISK AND REWARD ELEMENTS

This table identifies the main elements that make up each fund's overall risk
and reward characteristics. It also outlines each fund's policies toward various
investments, including those that are designed to help certain funds manage
risk.

<TABLE>
<CAPTION>
Potential risks Potential rewards Policies to balance risk and reward
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Foreign and other market conditions o Stocks have generally outperformed o Under normal circumstances the funds
more stable investments (such as plan to remain fully invested, with
o Each fund's share price and bonds and cash equivalents) over the at least 65% in stocks; stock
performance will fluctuate in long term investments may include convertible
response to stock and bond market securities, preferred stocks,
movements o Foreign investments, which represent depository receipts (such as ADRs and
a major portion of the world's EDRs), trust or partnership
o The value of most bonds will fall securities, offer attractive interests, warrants, rights, and
when interest rates rise; the longer potential performance and investment company securities
a bond's maturity and the lower its opportunities for diversification
credit quality, the more its value o The funds seek to limit risk and
typically falls o Most bonds will rise in value when enhance performance through active
interest rates fall management, country allocation and
o A fund could lose money because of diversification
foreign government actions, political o Foreign bonds, which represent a
instability, or lack of adequate major portion of the world's fixed o During severe market downturns, the
and/or accurate information income securities, offer attractive funds have the option of investing up
potential performance and to 100% of assets in investment-grade
o Investment risks tend to be higher in opportunities for diversification short-term securities
emerging markets. These markets also
present higher liquidity and o Emerging markets can offer higher o The Emerging Markets Equity Fund will
valuation risks returns invest up to 20% of assets in debt
securities when J.P. Morgan believes
o Adverse market conditions may from the potential total return exceeds
time to time cause the fund to take potential total return in emerging
temporary defensive positions that markets equity securities
are inconsistent with its principal
investment strategies and may hinder
the fund from achieving its
investment objective

- ------------------------------------------------------------------------------------------------------------------------------------
Management choices

o A fund could underperform its o A fund could outperform its benchmark o J.P. Morgan focuses its active
benchmark due to its securities due to these same choices management on securities selection,
choices and other management the area where it believes its
decisions commitment to research can most
enhance returns

- ------------------------------------------------------------------------------------------------------------------------------------
Foreign currencies

o Currency exchange rate movements o Favorable exchange rate movements o Except as noted earlier in this
could reduce gains or create losses could generate gains or reduce losses prospectus, each fund manages the
currency exposure of its foreign
o Currency risks tend to be higher in investments relative to its benchmark
emerging markets and may hedge a portion of its
foreign currency exposure into the
U.S. dollar from time to time. (see
also "Derivatives")

- ------------------------------------------------------------------------------------------------------------------------------------
When-issued and delayed delivery securities

o When a fund buys securities before o A fund can take advantage of o Each fund uses segregated accounts to
issue or for delayed delivery, it attractive transaction opportunities offset leverage risk
could be exposed to leverage risk if
it does not use segregated accounts
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

15 | FUND DETAILS

<PAGE>

o Derivatives such as futures, options, o Hedges that correlate well with o The funds use derivatives, such as
swaps, and forward foreign currency underlying positions can reduce or futures, options, swaps, and forward
contracts1 that are used for hedging eliminate losses at low cost foreign currency contracts, for
the portfolio or specific securities hedging and for risk management
may not fully offset the underlying o A fund could make money and protect (i.e., to establish or adjust
positions and this could result in against losses if the investment exposure to particular securities,
losses to the fund that would not analysis proves correct markets or currencies); risk
have otherwise occurred management may include management of
o Derivatives that involve leverage a fund's exposure relative to its
o Derivatives used for risk management could generate substantial gains at benchmark
may not have the intended effects and low cost
may result in losses or missed o The funds only establish hedges that
opportunities they expect will be highly correlated
with underlying positions
o The counterparty to a derivatives
contract could default o While the funds may use derivatives
that incidentally involve leverage,
o Derivatives that involve leverage they do not use them for the specific
could magnify losses purpose of leveraging their
portfolios
o Certain types of derivatives involve
costs to a fund which can reduce
returns

- ------------------------------------------------------------------------------------------------------------------------------------
Securities lending

o When a fund lends a security, there o A fund may enhance income through the o J.P. Morgan maintains a list of
is a risk that the loaned securities investment of the collateral received approved borrowers
may not be returned if the borrower from the borrower
defaults o The fund receives collateral equal to
at least 100% of the current value of
o The collateral will be subject to the securities loaned
risks of the securities in which it
is invested o The lending agents indemnify a fund
against borrower default

o J.P. Morgan's collateral investment
guidelines limit the quality and
duration of collateral investment to
minimize losses

o Upon recall, the borrower must return
the securities loaned within the
normal settlement period

- ------------------------------------------------------------------------------------------------------------------------------------
Illiquid holdings

o A fund could have difficulty valuing o These holdings may offer more o No fund may invest more than 15% of
these holdings precisely attractive yields or potential growth net assets in illiquid holdings
than comparable widely traded
o A fund could be unable to sell these securities o To maintain adequate liquidity, each
holdings at the time or price it fund may hold investment-grade
desired short-term securities (including
repurchase agreements and reverse
repurchase agreements) and, for
temporary or extraordinary purposes,
may borrow from banks up to 33 1/3%
of the value of its total assets

<PAGE>

- ------------------------------------------------------------------------------------------------------------------------------------
Short-term trading

o Increased trading could raise a o A fund could realize gains in a short o The funds generally avoid short-term
fund's brokerage and related costs period of time trading, except to take advantage of
attractive or unexpected
o Increased short-term capital gains o A fund could protect against losses opportunities or to meet demands
distributions could raise if a stock is overvalued and its generated by shareholder activity.
shareholders' income tax liability value later falls The turnover rate for each fund for
its most recent fiscal year end is as
follows: International Equity (70%);
European Equity (68%); International
Opportunities (80%); and Emerging
Markets Equity (87%)
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

- -------------------
(1) A futures contract is an agreement to buy or sell a set quantity of an
underlying instrument at a future date, or to make or receive a cash payment
based on changes in the value of a securities index. An option is the right
to buy or sell a set quantity of an underlying instrument at a predetermined
price. A swap is a privately negotiated agreement to exchange one stream of
payments for another. A forward foreign currency contract is an obligation
to buy or sell a given currency on a future date and at a set price.

FUND DETAILS | 16

<PAGE>

- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

The financial highlights tables are intended to help you understand each fund's
financial performance for the past one through five fiscal years or periods, as
applicable. Certain information reflects financial results for a single fund
share. The total returns in the tables represent the rate that an investor would
have earned (or lost) on an investment in a fund (assuming reinvestment of all
dividends and distributions). This information has been audited by
PricewaterhouseCoopers LLP, whose reports, along with each fund's financial
statements, are included in the representative fund's annual report, which are
available upon request.

J.P. MORGAN INSTITUTIONAL INTERNATIONAL EQUITY FUND

Per-share data For fiscal years ended October 31
- -----------------------------------------------------------------------------------------------------------------------
1995 1996 1997 1998 1999

Net asset value, beginning of year ($) 10.83 10.44 11.43 11.39 11.21
- -----------------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income ($) 0.06 0.12 0.17 0.32 0.19
Net realized and unrealized gain (loss)
on investment and foreign currency ($) (0.33) 1.17 0.24 0.20 2.51
- -----------------------------------------------------------------------------------------------------------------------
Total from investment operations ($) (0.27) 1.29 0.41 0.52 2.70
- -----------------------------------------------------------------------------------------------------------------------
Less distributions to shareholders from:
Net investment income ($) -- (0.24) (0.25) (0.35) (0.35)
Net realized gain ($) (0.12) (0.06) (0.20) (0.35) --
- -----------------------------------------------------------------------------------------------------------------------
Total distributions to shareholders ($) (0.12) (0.30) (0.45) (0.70) (0.35)
- -----------------------------------------------------------------------------------------------------------------------
Net asset value, end of year ($) 10.44 11.43 11.39 11.21 13.56
- -----------------------------------------------------------------------------------------------------------------------

Ratios and supplemental data
- -----------------------------------------------------------------------------------------------------------------------
Total return (%) (2.46) 12.54 3.71 4.95 24.70
- -----------------------------------------------------------------------------------------------------------------------
Net assets, end of year ($ thousands) 467,511 726,864 614,659 366,991 471,195
- -----------------------------------------------------------------------------------------------------------------------
Ratio to average net assets:
- -----------------------------------------------------------------------------------------------------------------------
Net expenses (%) 0.92 0.95 0.93 0.97 0.95
- -----------------------------------------------------------------------------------------------------------------------
Net investment income (%) 1.24 1.24 1.32 0.92 0.81
- -----------------------------------------------------------------------------------------------------------------------
Expenses without reimbursement and
including interest expense (%) 0.94 0.96 0.93 0.97 0.95
- -----------------------------------------------------------------------------------------------------------------------
Interest expense (%) -- -- -- 0.01 --
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>

17 | J.P. MORGAN INSTITUTIONAL INTERNATIONAL EQUITY FUNDS

<PAGE>

J.P. MORGAN INSTITUTIONAL EUROPEAN EQUITY FUND

Per-share data For fiscal periods ended
- -------------------------------------------------------------------------------------------------------------------------
For the
eleven months ended
12/31/96(1) 12/31/97 November 30, 1998 11/30/99
<S> <C> <C> <C> <C>
Net asset value, beginning of period ($) 10.00 11.56 12.56 14.73
- -------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income ($) 0.12 0.21 0.20 0.25
Net realized and unrealized gain
on investment and foreign currency ($) 1.59 2.34 1.97 1.55
- -------------------------------------------------------------------------------------------------------------------------
Total from investment operations ($) 1.71 2.55 2.17 1.80
- -------------------------------------------------------------------------------------------------------------------------
Less distributions to shareholders from:
Net investment income ($) (0.10) (0.17) -- (0.23)
Net realized gains ($) (0.05) (1.38) -- (0.14)
In excess of net realized gain ($) -- -- -- (0.24)
- -------------------------------------------------------------------------------------------------------------------------
Total distributions to shareholders ($) (0.15) (1.55) -- (0.61)
- -------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period ($) 11.56 12.56 14.73 15.92
- -------------------------------------------------------------------------------------------------------------------------

Ratios and supplemental data
- -------------------------------------------------------------------------------------------------------------------------
Total return (%) 17.10(2) 22.27 17.28(2) 12.72
- -------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ thousands) 6,532 10,174 12,439 11,695
- -------------------------------------------------------------------------------------------------------------------------
Ratio to average net assets:
Net expenses (%) 1.00(3) 1.00 1.00(3) 0.99
- -------------------------------------------------------------------------------------------------------------------------
Net investment income (%) 1.68(3) 1.57 1.32(3) 1.10
- -------------------------------------------------------------------------------------------------------------------------
Expenses without reimbursement and
including interest expense (%) 2.50(4) 2.08 1.77(3) 2.17
- -------------------------------------------------------------------------------------------------------------------------
Interest expense (%) -- -- 0.05(3) 0.02
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) The fund commenced operations on 2/29/96.
(2) Not annualized.
(3) Annualized.
(4) After consideration of then applicable state limitations.

<PAGE>

J.P. MORGAN INSTITUTIONAL EUROPEAN EQUITY FUND

Per-share data For fiscal periods ended November 30
- ---------------------------------------------------------------------------------------------------------------
1997(1) 1998 1999
<S> <C> <C> <C>
Net asset value, beginning of period ($) 10.00 9.94 10.11
- ---------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income ($) 0.07 0.22 0.25
Net realized and unrealized gain (loss)
on investment and foreign currency ($) (0.13) 0.05 2.88
- ---------------------------------------------------------------------------------------------------------------
Total from investment operations ($) (0.06) 0.27 3.13
- ---------------------------------------------------------------------------------------------------------------
Less distributions to shareholders from:
Net investment income ($) -- (0.10) (0.32)
- ---------------------------------------------------------------------------------------------------------------
Net asset value, end of period ($) 9.94 10.11 12.92
- ---------------------------------------------------------------------------------------------------------------

Ratios and supplemental data
- ---------------------------------------------------------------------------------------------------------------
Total return (%) (0.60)(2) 2.69 31.87
- ---------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ thousands) 211,229 323,918 370,268
- ---------------------------------------------------------------------------------------------------------------
Ratio to average net assets:
Net expenses (%) 0.99(3) 0.99 0.94
- ---------------------------------------------------------------------------------------------------------------
Net investment income (%) 1.35(3) 1.13 0.76
- ---------------------------------------------------------------------------------------------------------------
Expenses without reimbursement and
including interest expense (%) 1.17(3) 1.02 0.95
- ---------------------------------------------------------------------------------------------------------------
Interest expense (%) -- -- 0.01
- ---------------------------------------------------------------------------------------------------------------
</TABLE>

(1) The fund commenced operations on 2/26/97.
(2) Not annualized.
(3) Annualized.

J.P. MORGAN INSTITUTIONAL INTERNATIONAL EQUITY FUNDS | 18

<PAGE>

J.P. MORGAN INSTITUTIONAL EMERGING MARKETS EQUITY FUND

Per-share data For fiscal years ended October 31
- -----------------------------------------------------------------------------------------------------------------------
1995 1996 1997 1998 1999

<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year ($) 12.47 9.71 10.27 9.86 5.91
- -----------------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income (loss) ($) 0.08 0.08 0.11 0.14(1) 0.14
Net realized and unrealized gain (loss)
on investment and foreign currency ($) (2.66) 0.56 (0.43) (3.44)(1) 1.68
- -----------------------------------------------------------------------------------------------------------------------
Total from investment operations ($) (2.58) 0.64 (0.32) (3.30)(1) 1.82
- -----------------------------------------------------------------------------------------------------------------------
Less distributions to shareholders from:
Net investment income ($) (0.05) (0.08) (0.09) (0.13) (0.40)
Net realized gain ($) (0.13) -- -- (0.52) --
In excess of net investment income ($) -- -- -- -- (0.11)
- -----------------------------------------------------------------------------------------------------------------------
Total distributions to shareholders ($) (0.18) (0.08) (0.09) (0.65) (0.51)
- -----------------------------------------------------------------------------------------------------------------------
Net asset value, end of year ($) 9.71 10.27 9.86 5.91 7.22
- -----------------------------------------------------------------------------------------------------------------------

Ratios and supplemental data
- -----------------------------------------------------------------------------------------------------------------------
Total return (%) (20.81) 6.64 (3.15) (35.50) 33.76
- -----------------------------------------------------------------------------------------------------------------------
Net assets, end of year ($ thousands) 186,023 293,594 306,381 120,402 131,046
- -----------------------------------------------------------------------------------------------------------------------
Ratio to average net assets:
Net expenses (%) 1.43 1.41 1.37 1.46 1.42
- -----------------------------------------------------------------------------------------------------------------------
Net investment income (%) 0.96 0.96 0.95 1.43 0.99
- -----------------------------------------------------------------------------------------------------------------------
Expenses without reimbursement
including interest expense(%) 1.44 1.41 1.37 1.54 1.52
- -----------------------------------------------------------------------------------------------------------------------
Interest expense (%) -- -- -- 0.04 0.02
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Based on amounts prior to Statement of Position 93-2 adjustments.

19 | J.P. MORGAN INSTITUTIONAL INTERNATIONAL EQUITY FUNDS

<PAGE>

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

(THIS PAGE IS INTENTIONALLY LEFT BLANK)

<PAGE>

- --------------------------------------------------------------------------------
FOR MORE INFORMATION

- --------------------------------------------------------------------------------
For investors who want more information on these funds, the following documents
are available free upon request:

Annual/Semi-annual Reports Contain financial statements, performance data,
information on portfolio holdings, and a written analysis of market conditions
and fund performance for a fund's most recently completed fiscal year or
half-year.

Statement of Additional Information (SAI) Provides a fuller technical and legal
description of a fund's policies, investment restrictions, and business
structure. This prospectus incorporates each fund's SAI by reference.

Copies of the current versions of these documents, along with other information
about these funds, may be obtained by contacting:

J.P. Morgan Institutional Funds
J.P. Morgan Funds Services
522 Fifth Avenue
New York, NY 10036

Telephone: 1-800-766-7722

Hearing impaired: 1-888-468-4015

Email: [email protected]

Text-only versions of these documents and this prospectus are available, upon
payment of a duplicating fee, from the Public Reference Room of the Securities
and Exchange Commission in Washington, D.C. (1-800-SEC-0330) and may be viewed
on-screen or downloaded from the SEC's Internet site at http://www.sec.gov. The
funds' investment company and 1933 Act registration numbers are:

<TABLE>
<CAPTION>
<S> <C>
J.P. Morgan Institutional International Equity Fund ................811-07342 and 033-54642
J.P. Morgan Institutional European Equity Fund .....................811-07342 and 033-54642
J.P. Morgan Institutional International Opportunities Fund .........811-07342 and 033-54642
J.P. Morgan Institutional Emerging Markets Equity Fund .............811-07342 and 033-54642
</TABLE>

J.P. MORGAN INSTITUTIONAL FUNDS AND THE MORGAN TRADITION

The J.P. Morgan Institutional Funds combine a heritage of integrity and
financial leadership with comprehensive, sophisticated analysis and management
techniques. Drawing on J.P. Morgan's extensive experience and depth as an
investment manager, the J.P. Morgan Institutional Funds offer a broad array of
distinctive opportunities for mutual fund investors.

JPMorgan
- --------------------------------------------------------------------------------
J.P. Morgan Institutional Funds |

Advisor Distributor
J.P. Morgan Investment Management, Inc. Funds Distributor, Inc.
522 Fifth Avenue 60 State Street
New York, NY 10036 Boston, MA 02109
1-800-766-7722 1-800-221-7930

IMPR13

<PAGE>

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

MARCH 1, 2000 | PROSPECTUS
- -----------------------------------------------------------------------

J.P. MORGAN INSTITUTIONAL
BOND FUND-ULTRA

-------------------------
Seeking high total return
by investing primarily in
fixed income securities.

This prospectus contains essential information for anyone investing in the fund.
Please read it carefully and keep it for reference.

Distributed by Funds Distributor, Inc. JPMorgan
<PAGE>
- --------------------------------------------------------------------------------
<PAGE>

CONTENTS
- --------------------------------------------------------------------------------
2 | The fund's goal, principal strategies, principal risks, performance and
expenses

J.P. MORGAN INSTITUTIONAL BOND FUND-ULTRA
Fund description............................................................. 2
Performance.................................................................. 3
Investor expenses............................................................ 3

4 |

FIXED INCOME MANAGEMENT APPROACH
J.P. Morgan.................................................................. 4
Who may want to invest....................................................... 4
Fixed income investment process.............................................. 5

6 | Investing in the J.P. Morgan Institutional Bond Fund-Ultra

YOUR INVESTMENT
Investing through a financial professional................................... 6
Investing through an employer-sponsored retirement plan...................... 6
Investing through an IRA or rollover IRA..................................... 6
Investing directly........................................................... 6
Opening your account......................................................... 6
Adding to your account....................................................... 6
Selling shares............................................................... 7
Account and transaction policies............................................. 7
Dividends and distributions.................................................. 8
Tax considerations........................................................... 8

9 | More about risk and the fund's business operations

FUND DETAILS
Business structure........................................................... 9
Management and administration................................................ 9
Risk and reward elements..................................................... 10
Investments.................................................................. 12
Financial Highlights......................................................... 14

FOR MORE INFORMATION................................................. back cover

| 1
<PAGE>

J.P. MORGAN INSTITUTIONAL
BOND FUND-ULTRA | TICKER SYMBOL: JPBUX
- --------------------------------------------------------------------------------

[GRAPHIC OMITTED]
RISK/RETURN SUMMARY

For a more detailed discussion of the fund's investments and their main risks,
as well as fund strategies, please see pages 10-13.

[GRAPHIC OMITTED]
GOAL

The fund's goal is to provide high total return consistent with moderate risk of
capital and maintenance of liquidity. This goal can be changed without
shareholder approval.

[GRAPHIC OMITTED]
INVESTMENT APPROACH

Principal strategies
The fund invests primarily in fixed income securities, including U.S. government
and agency securities, corporate bonds, private placements, asset-backed and
mortgage-backed securities, that it believes have the potential to provide a
high total return over time. These securities may be of any maturity, but under
normal market conditions the management team will keep the fund's duration
within one year of that of the Salomon Brothers Broad Investment Grade Bond
Index (currently about five years). For a description of duration, please see
fixed income investment process on page 5.

Up to 25% of assets may be invested in foreign securities, including 20% in debt
securities denominated in foreign currencies of developed countries. At least
75% of assets must be invested in securities that, at the time of purchase, are
rated investment-grade (BBB/Baa or better) or are the unrated equivalent,
including at least 65% A or better. No more than 25% of assets may be invested
in securities rated B or BB.

Principal Risks
The fund's share price and total return will vary in response to changes in
interest rates. How well the fund's performance compares to that of similar
fixed income funds will depend on the success of the investment process, which
is described on page 3.

To the extent that the fund seeks higher returns by investing in
non-investment-grade bonds, it takes on additional risks, because these bonds
are more sensitive to economic news and their issuers are in less secure
financial condition. To the extent that the fund seeks higher returns by
investing in non-investment-grade bonds, often called junk bonds, it takes on
additional risks, since these bonds are more sensitive to economic news and
their issuers have a less secure financial position. To the extent the fund
invests in foreign securities, it could lose money because of foreign government
actions, political instability, currency fluctuation, or lack of adequate or
accurate information. The fund's mortgage-backed investments involve risk of
losses due to prepayments that occur earlier or later than expected, like any
bond, due to default. The fund may engage in active and frequent trading,
leading to increased portfolio turnover and the possibility of increased capital
gains. See page 8 for further discussion on the tax treatment of capital gains.

REGISTRANT: J.P. MORGAN INSTITUTIONAL FUNDS
(J.P. MORGAN INSTITUTIONAL BOND FUND-ULTRA)

PORTFOLIO MANAGEMENT
The fund's assets are managed by J.P. Morgan, which currently manages
approximately $349 billion, including more than $29 billion using similar
strategies as the fund.

The portfolio management team is led by William G. Tennille, vice president, who
has been at J.P. Morgan since 1992, Connie J. Plaehn, managing director, who has
been at J.P. Morgan since 1984, and John Snyder, vice president, who has been at
J.P. Morgan since 1993. Mr. Tennille and Ms. Plaehn have been on the team since
January 1994. Mr. Snyder has been a fixed income portfolio manager since joining
J.P. Morgan.

- --------------------------------------------------------------------------------
Before you invest

Investors considering the fund should understand that:

o There is no assurance that the fund will meet its investment goal.

o The fund does not represent a complete investment program.

2 | J.P. MORGAN INSTITUTIONAL BOND FUND-ULTRA
<PAGE>

- --------------------------------------------------------------------------------
PERFORMANCE (unaudited)

The bar chart and table shown below provide some indication of the risks of
investing in J.P. Morgan Institutional Bond Fund-Ultra.

The bar chart indicates some of the risks by showing changes in the performance
of the fund's shares from year to year for each of the fund's last 10 calendar
years.

The table indicates some of the risks by showing how the fund's average annual
returns for the past one, five and ten years and life of the fund compare to
those of the Salomon Brothers Broad Investment Grade Bond Index. This is a
widely recognized, unmanaged index of U.S. Treasury and agency securities and
investment-grade mortgage and corporate bonds used as a measure of overall bond
market performance.

The fund's past performance does not necessarily indicate how the fund will
perform in the future.

[The following table was depicted as a bar chart in the printed material.]

Year-by-year total return (%) Shows changes in returns by calendar year(1,2)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1990 1991 1992 1993 1994 1995 1996 1997 1998 1999

20%
18.17
13.45
10.09
10%
9.87
9.13
7.74
6.53
3.13
0%
(0.29)
(2.97)
(10%)
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

[ ] J.P. Morgan Institutional Bond Fund - Ultra(1)

For the period covered by this year-by-year total return chart, the fund's
highest quarterly return was 6.30% (for the quarter ended 6/30/95); and the
lowest quarterly return was -2.38% (for the quarter ended 3/31/94).

Average annual total return (%) Shows performance over time, for periods ended December 31, 1999(1)
- -------------------------------------------------------------------------------------------------------------------
Past 1 yr. Past 5 yrs. Past 10 yrs.
<S> <C> <C> <C>
J.P. Morgan Institutional Bond Fund-Ultra (after expenses) (0.29) 7.49 7.41
- -------------------------------------------------------------------------------------------------------------------
Salomon Brothers Broad Investment Grade Bond Index (no expenses) (0.83) 7.74 7.65
- -------------------------------------------------------------------------------------------------------------------
</TABLE>

- --------------------------------------------------------------------------------
INVESTOR EXPENSES
The expenses of the fund, before and after reimbursement, are shown at right.
The fund has no sales, redemption, exchange, or account fees, although some
institutions may charge you a fee for shares you buy through them. The annual
fund expenses after reimbursement are deducted from fund assets prior to
performance calculations.

Annual fund operating expenses(3) (%)
(expenses that are deducted from fund assets)
- --------------------------------------------------------------------------------
Management fees 0.30
Marketing (12b-1) fees none
Other expenses(4) 0.19
- --------------------------------------------------------------------------------
Total operating expenses 0.49

Fee waiver and
expense reimbursement(4) 0.09
- --------------------------------------------------------------------------------
Net expenses(4) 0.40
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
1 yr. 3 yrs. 5 yrs. 10 yrs.
Your cost($) 41 148 265 607
- --------------------------------------------------------------------------------

(1) The fund commenced operations on 12/15/97 and returns reflect the
performance of the fund from 1/1/98 forward. For the period 8/1/93 to 12/31/97,
returns reflect performance of J.P. Morgan Bond Fund (a separate feeder fund
investing in the same master portfolio). For the period 1/1/90 through 7/31/93,
returns reflect the performance of The Pierpont Bond Fund, the predecessor of
J.P. Morgan Bond Fund.

(2) The fund's fiscal year end is 10/31.

(3) The fund has a master/feeder structure as described on page 9. This table
shows the fund's expenses and its share of master portfolio expenses for
the past fiscal year expressed as a percentage of the fund's average net
assets.

(4) Reflects an agreement dated 3/1/00 by Morgan Guaranty Trust Company of New
York, an affiliate of J.P. Morgan, to reimburse the fund to the extent
expenses (excluding extraordinary expenses) exceed 0.40% of the fund's
average daily net assets; however, J.P. Morgan will not reimburse fund
expenses if such reimbursement would cause expenses to be less than 0.35%
of the fund's average daily net assets through 2/28/01. Actual net expenses
for the fiscal year ended 10/31/99 were 0.36% of the fund's average daily
net assets.

J.P. MORGAN INSTITUTIONAL BOND FUND-ULTRA | 3
<PAGE>

FIXED INCOME MANAGEMENT APPROACH
- --------------------------------------------------------------------------------
J.P. MORGAN
Known for its commitment to proprietary research and its disciplined investment
strategies, J.P. Morgan is the asset management choice for many of the world's
most respected corporations, financial institutions, governments, and
individuals. Today, J.P. Morgan employs over 380 analysts and portfolio managers
around the world and has approximately $349 billion in assets under management,
including assets managed by the fund's advisor, J.P. Morgan Investment
Management Inc.

J.P. MORGAN INSTITUTIONAL BOND FUND-ULTRA
This fund invests primarily in bonds and other fixed income securities through a
master portfolio (another fund with the same goal). The fund seeks high total
return consistent with moderate risk.

- --------------------------------------------------------------------------------
Who may want to invest

The fund is designed for investors who:

o want to add an income investment to further diversify a portfolio

o want an investment whose risk/return potential is higher than that of money
market funds but generally less than that of stock funds

o want an investment that pays monthly dividends

The fund is not designed for investors who:

o are investing for aggressive long-term growth

o require stability of principal

4 | FIXED INCOME MANAGEMENT APPROACH
<PAGE>

- --------------------------------------------------------------------------------
FIXED INCOME INVESTMENT PROCESS
J.P. Morgan seeks to generate an information advantage through the depth of its
global fixed-income research and the sophistication of its analytical systems.
Using a team-oriented approach, J.P. Morgan seeks to gain insights in a broad
range of distinct areas and takes positions in many different ones, helping the
fund to limit exposure to concentrated sources of risk.

In managing the fund, J.P. Morgan employs a three-step process that combines
sector allocation, fundamental research for identifying portfolio securities,
and duration management.

[GRAPHIC OMITTED]
The fund invests across a range
of different types of securities

Sector allocation The sector allocation team meets monthly, analyzing the
fundamentals of a broad range of sectors in which the fund may invest. The team
seeks to enhance performance and manage risk by underweighting or overweighting
sectors.

[GRAPHIC OMITTED]
The fund makes its portfolio decisions as
described later in this prospectus

Security selection Relying on the insights of different specialists, including
credit analysts, quantitative researchers, and dedicated fixed income traders,
the portfolio managers make buy and sell decisions according to the fund's goal
and strategy.

[GRAPHIC OMITTED]
J.P. Morgan uses a disciplined process
to control the fund's sensitivity
to interest rates

Duration management Forecasting teams use fundamental economic factors to
develop strategic forecasts of the direction of interest rates. Based on these
forecasts, strategists establish the fund's target duration, a common
measurement of a security's sensitivity to interest rate movements. For
securitites owned by the fund, duration measures the average time needed to
receive the present value of all principal and interest payments by analyzing
cash flows and interest rate movements. The fund's duration is generally shorter
than the fund's average maturity because the maturity of a security only
measures the time until final payment is due. The fund's target duration
typically remains relatively close to the duration of the market as a whole, as
represented by the fund's benchmark. The strategists closely monitor the fund
and make tactical adjustments as necessary.

FIXED INCOME MANAGEMENT APPROACH | 5
<PAGE>

YOUR INVESTMENT
- --------------------------------------------------------------------------------

For your convenience, the J.P. Morgan Institutional Funds offer several ways to
start and add to fund investments.

INVESTING THROUGH A FINANCIAL PROFESSIONAL
If you work with a financial professional, either at J.P. Morgan or elsewhere,
he or she is prepared to handle your planning and transaction needs. Your
financial professional will be able to assist you in establishing your fund
account, executing transactions, and monitoring your investment. If your fund
investment is not held in the name of your financial professional and you prefer
to place a transaction order yourself, please use the instructions for investing
directly.

INVESTING THROUGH AN EMPLOYER-SPONSORED RETIREMENT PLAN Your fund investments
are handled through your plan. Refer to your plan materials or contact your
benefits office for information on buying, selling, or exchanging fund shares.

INVESTING DIRECTLY
Investors may establish accounts without the help of an intermediary by using
the instructions below and at right:

o Determine the amount you are investing. The minimum amount for initial
investments is $20,000,000 and for additional investments $25,000, although
these minimums may be less for some investors. For more information on minimum
investments, call 1-800-766-7722.

o Complete the application, indicating how much of your investment you want to
allocate to which fund(s). Please apply now for any account privileges you may
want to use in the future, in order to avoid the delays associated with adding
them later on.

o Mail in your application, making your initial investment as shown at right.

For answers to any questions, please speak with a J.P. Morgan Funds Services
Representative at 1-800-766-7722.

OPENING YOUR ACCOUNT

By wire

o Mail your completed application to the Shareholder Services Agent.

o Call the Shareholder Services Agent to obtain an account number and to place a
purchase order. Funds that are wired without a purchase order will be returned
uninvested.

o After placing your purchase order, instruct your bank to wire the amount of
your investment to:

By check

o Make out a check for the investment amount payable to J.P. Morgan
Institutional Funds.

o Mail the check with your completed application to the Shareholder Services
Agent.

By exchange

o Call the Shareholder Services Agent to effect an exchange.

ADDING TO YOUR ACCOUNT

By wire

o Call the Shareholder Services Agent to place a purchase order. Funds that are
wired without a purchase order will be returned uninvested.

o Once you have placed your purchase order, instruct your bank to wire the
amount of your investment as described above.

By check

o Make out a check for the investment amount payable to J.P. Morgan
Institutional Funds.

By exchange

o Call the Shareholder Services Agent to effect an exchange.

6 | YOUR INVESTMENT
<PAGE>

Selling shares

By phone -- wire payment

o Call the Shareholder Services Agent to verify that the wire redemption
privilege is in place on your account. If it is not, a representative can help
you add it.

By phone -- check payment

o Call the Shareholder Services Agent and place your request. Once your request
has been verified, a check for the net amount, payable to the registered
owner(s), will be mailed to the address of record. For checks payable to any
other party or mailed to any other address, please make your request in
writing (see below).

In writing

o Write a letter of instruction that includes the following information: The
name of the registered owner(s) of the account; the account number; the fund
name; the amount you want to sell; and the recipient's name and address or
wire information, if different from those of the account registration.

o Indicate whether you want the proceeds sent by check or by wire.

o Make sure the letter is signed by an authorized party. The Shareholder
Services Agent may require additional information, such as a signature
guarantee.

o Mail the letter to the Shareholder Services Agent.

By exchange

o Call the Shareholder Services Agent to effect an exchange.

Redemption in kind

o The Fund reserves the right to make redemptions of over $250,000 in securities
rather than in cash.

ACCOUNT AND TRANSACTION POLICIES
Telephone orders The fund accepts telephone orders from all shareholders. To
guard against fraud, the fund requires shareholders to use a PIN, and may record
telephone orders or take other reasonable precautions. However, if the fund does
take such steps to ensure the authenticity of an order, you may bear any loss if
the order later proves fraudulent.

Exchanges You may exchange shares in this fund for shares in any other J.P.
Morgan Institutional or J.P. Morgan mutual fund at no charge (subject to the
securities laws of your state). When making exchanges, it is important to
observe any applicable minimums. Keep in mind that for tax purposes an exchange
is considered a sale.

The fund may alter, limit, or suspend its exchange policy at any time.

Business hours and NAV calculations The fund's regular business days and hours
are the same as those of the New York Stock Exchange (NYSE). The fund calculates
its net asset value per share (NAV) every business day as of the close of
trading on the NYSE (normally 4:00 p.m. eastern time). The fund's securities are
typically priced using pricing services or market quotes. When these methods are
not available or do not represent a security's value at the time of pricing
(e.g. when an event occurs after the close of trading that would materially
impact a security's value), the security is valued in accordance with the fund's
fair valuation procedures.

Timing of orders Orders to buy or sell shares are executed at the next NAV
calculated after the order has been accepted. Orders are accepted until the
close of trading on the NYSE every business day and are executed the same day,
at that day's NAV. The fund has the right to suspend redemption of shares as
permitted by law and to postpone payment of proceeds for up to seven days.

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

Shareholder Services Agent
J.P. Morgan Funds Services
522 Fifth Avenue
New York, NY 10036
1-800-766-7722

Representatives are available 8:00 a.m. to 5:00 p.m. eastern
time on fund business days.

YOUR INVESTMENT | 7
<PAGE>

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

Timing of settlements When you buy shares, you will become the owner of record
when the fund receives your payment, generally the day following execution. When
you sell shares, proceeds are generally available the day following execution
and will be forwarded according to your instructions.

When you sell shares that you recently purchased by check, your order will be
executed at the next NAV but the proceeds will not be available until your check
clears. This may take up to 15 days.

Statements and reports The fund sends monthly account statements as well as
confirmations after each purchase or sale of shares (except reinvestments).
Every six months the fund sends out an annual or semi-annual report containing
information on the fund's holdings and a discussion of recent and anticipated
market conditions and fund performance.

Accounts with below-minimum balances If your account balance falls below the
minimum for 30 days as a result of selling shares (and not because of
performance), the fund reserves the right to request that you buy more shares or
close your account. If your account balance is still below the minimum 60 days
after notification, the fund may close out your account and send the proceeds to
the address of record.

DIVIDENDS AND DISTRIBUTIONS
The fund typically declares income dividends daily and pays them monthly. If an
investor's shares are redeemed during the month, accrued but unpaid dividends
are paid with the redemption proceeds. Shares of the fund earn dividends on the
business day the purchase is effective, but not on the business day the
redemption is effective. The fund distributes capital gains, if any, once a
year. However, the fund may make more or fewer payments in a given year,
depending on its investment results and its tax compliance situation. These
dividends and distributions consist of most or all of the fund's net investment
income and net realized capital gains.

Transaction | Tax status
- ----------------------------------------------------------------------------
Income dividends Ordinary income
- ----------------------------------------------------------------------------
Short-term capital gains Ordinary income
distributions
- ----------------------------------------------------------------------------
Long-term capital gains Capital gains
distributions
- ----------------------------------------------------------------------------
Sales or exchanges of Capital gains or losses
shares owned for more
than one year
- ----------------------------------------------------------------------------
Sales or exchanges of Gains are treated as ordinary
shares owned for one year income; losses are subject
or less to special rules
- ----------------------------------------------------------------------------

Every January, the fund issues tax information on its distributions for the
previous year.

Any investor for whom the fund does not have a valid taxpayer identification
number will be subject to backup withholding for taxes.

The tax considerations described in this section do not apply to tax-deferred
accounts or other non-taxable entities.

Because each investor's tax circumstances are unique, please consult your tax
professional about your fund investment.

8 | YOUR INVESTMENT
<PAGE>

FUND DETAILS
- --------------------------------------------------------------------------------
MASTER/FEEDER STRUCTURE
As noted earlier, the fund is a series of J.P. Morgan Institutional Funds, a
Massachusetts business trust, and is a "feeder" fund that invests in a master
portfolio. (Except where indicated, this prospectus uses the term "the fund" to
mean the feeder fund and its master portfolio taken together.)

The master portfolio accepts investments from other feeder funds, and the
feeders bear the master portfolio's expenses in proportion to their assets.
However, each feeder can set its own transaction minimums, fund-specific
expenses, and other conditions. This means that one feeder could offer access to
the same master portfolio on more attractive terms, or could experience better
performance, than another feeder. Information about other feeders is available
by calling 1-800-766-7722. Generally, when the master portfolio seeks a vote,
the funds will hold a shareholder meeting and cast its vote proportionately, as
instructed by its shareholders. Fund shareholders are entitled to one full or
fractional vote for each dollar or fraction of a dollar invested.

The fund and its master portfolio expect to maintain consistent goals, but if
they do not, the fund will withdraw from the master portfolio, receiving its
assets either in cash or securities. The fund's trustees would then consider
whether the fund should hire its own investment adviser, invest in a different
master portfolio, or take other action.

MANAGEMENT AND ADMINISTRATION
The fund and its master portfolio are governed by the same trustees. The
trustees are responsible for overseeing all business activities. The trustees
are assisted by Pierpont Group, Inc., which they own and operate on a cost
basis; costs are shared by all funds governed by these trustees. Funds
Distributor, Inc., as co-administrator, along with J.P. Morgan, provides fund
officers. J.P. Morgan, as co-administrator, oversees the fund's other service
providers.

J.P. Morgan, subject to the expense reimbursements described earlier in this
prospectus, receives the following fees for investment advisory and other
services:

- --------------------------------------------------------------------------------
Advisory services 0.30% of the master portfolio's
average net assets
- --------------------------------------------------------------------------------
Administrative services Master portfolio's and fund's pro-
(fee shared with Funds rata portions of 0.09% of the
Distributor, Inc.) first $7 billion of average net
assets in J.P. Morgan-advised
portfolios, plus 0.04% of average
net assets over $7 billion
- --------------------------------------------------------------------------------
Shareholder services 0.05% of the fund's average net assets
- --------------------------------------------------------------------------------

J.P. Morgan may pay fees to certain firms and professionals for providing
recordkeeping or other services in connection with investments in the fund.

FUND DETAILS | 9
<PAGE>

- --------------------------------------------------------------------------------
RISK AND REWARD ELEMENTS
This table discusses the main elements that make up the fund's overall risk and
reward characteristics. It also outlines the fund's policies toward various
investments, including those that are designed to help the fund manage risk.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Potential risks | Potential rewards | Policies to balance risk and reward
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Market conditions

o The fund's share o Bonds have generally o Under normal circumstances the fund plans to remain
price, yield, and outperformed money fully invested in bonds and other fixed income
total return will market investments securities as noted in the table on pages 12-13
fluctuate in response over the long term,
to bond market with less risk than o The fund seeks to limit risk and enhance total return or
movements stocks yields through careful management, sector allocation,
individual securities selection, and duration management
o The value of most o Most bonds will rise
bonds will fall when in value when o During severe market downturns, the fund has the option
interest rates rise; interest rates fall of investing up to 100% of assets in investment-grade
the longer a bond's short-term securities
maturity and the o Mortgage-backed and
lower its credit asset-backed o J.P. Morgan monitors interest rate trends, as well as
quality, the more its securities can offer geographic and demographic information related to
value typically falls attractive returns mortgage-backed securities and mortgage prepayments

o Adverse market conditions may from time to time cause the fund to take
temporary defensive positions that are inconsistent with its principal
investment strategies and may hinder the fund from achieving its investment
objective

o Mortgage-backed and asset-backed securities (securities representing an
interest in, or secured by, a pool of mortgages or other assets such as
receivables) could generate capital losses or periods of low yields if they
are paid off substantially earlier or later than anticipated

Management choices

o The fund could o The fund could o J.P. Morgan focuses its active management on those areas
underperform its outperform its where it believes its commitment to research can most
benchmark due to its benchmark due to enhance returns and manage risks in a consistent way
sector, securities, these same choices
or duration choices

Credit quality

o The default of an o Investment-grade o The fund maintains its own policies for
balancing credit issuer would leave bonds have a lower quality against
potential yields and gains in light of the fund with unpaid risk of default
its investment goals interest or principal
o Junk bonds offer o J.P. Morgan develops its own ratings of unrated
o Junk bonds (those higher yields and securities and makes a credit quality determination for
rated BB/Ba or lower) higher potential unrated securities
have a higher risk of gains
default, tend to be
less liquid, and may
be more difficult to
value

Foreign investments

o The fund could lose o Foreign bonds, which o Foreign bonds may be a significant investment for the
money because of represent a major fund
foreign government portion of the
actions, political world's fixed income o To the extent that the fund invests in foreign bonds, it
instability, or lack securities, offer may manage the currency exposure of its foreign
of adequate and attractive potential investments relative to its benchmark, and may hedge a
accurate information performance and portion of its foreign currency exposure into the U.S.
opportunities for dollar from time to time (see also "Derivatives")
o Currency exchange diversification
rate movements could
reduce gains or o Favorable exchange
create losses rate movements could
generate gains or
reduce losses
</TABLE>

10 | FUND DETAILS
<PAGE>

o Derivatives such as o Hedges that correlate o The fund uses derivatives such as futures, options,
futures, options, well with underlying swaps and forward foreign currency contracts for hedging
swaps and foreign positions can reduce and for risk management (i.e., to adjust duration or to
currency forward or eliminate losses establish or adjust exposure to particular securities,
contracts that are at low cost markets, or currencies)
used for hedging the
portfolio or specific o The fund could make o The fund only establishes hedges that it expects will be
securities may not money and protect highly correlated with underlying positions
fully offset the against losses if
underlying positions(1) management's analysis o While the fund may use derivatives that incidentally
and this could result proves correct involve leverage, it does not use them for the specific
in losses to the fund purpose of leveraging the portfolio
that would not have o Derivatives that
otherwise occurred involve leverage
could generate
o Derivatives used for substantial gains at
risk management may low cost
not have the intended
effects and may
result in losses or
missed opportunities

o The counterparty to a
derivatives contract
could default

o Certain types of
derivatives involve
costs to the fund
which can reduce
returns

o Derivatives that
involve leverage
could magnify losses

Securities lending o J.P. Morgan maintains a list of approved borrowers

o When the fund lends a o The fund may enhance o The fund receives collateral equal to at least 100% of
security, there is a income through the the current value of securities loaned
risk that the loaned investment of the
securities may not be collateral received o The lending agents indemnify the fund against borrower
returned if the from the borrower default
borrower defaults
o J.P. Morgan's collateral investment guidelines limit the
o The collateral will quality and duration of collateral investment to be
subject to the minimize losses risks of the securities in which o Upon recall,
the borrower must return the securities it is invested loaned within the
normal settlement period

Illiquid holdings o The fund may not invest more than 15% of net assets in
illiquid holdings
o The fund could have o These holdings may
difficulty valuing offer more attractive o To maintain adequate liquidity to meet redemptions, the
these holdings yields or potential fund may hold investment-grade short-term securities
precisely growth than (including repurchase agreements and reverse repurchase
comparable widely agreements) and, for temporary or extraordinary
o The fund could be traded securities purposes, may borrow from banks up to 33 1/3% of the
unable to sell these value of its assets
holdings at the time
or price desired

When-issued and delayed
delivery securities

o When the fund buys o The fund can take o The fund uses segregated accounts to offset leverage
securities before advantage of risk
issue or for delayed attractive
delivery, it could be transaction
exposed to leverage opportunities
risk if it does not
use segregated
accounts

Short-term trading

o Increased trading o The fund could o The fund may use short-term trading to take advantage of
would raise the realize gains in a attractive or unexpected opportunities or to meet
fund's transaction short period of time demands generated by shareholder activity. The fund's
costs turnover rate for its most recent fiscal year end is
o The fund could 465%
o Increased short-term protect against
capital gains losses if a bond is
distributions would overvalued and its
raise shareholders' value later falls
income tax liability
</TABLE>

(1) A futures contract is an agreement to buy or sell a set quantity of an
underlying instrument at a future date, or to make or receive a cash payment
based on the value of a securities index. An option is the right to buy or
sell a set quantity of an underlying instrument at a predetermined price. A
swap is a privately negotiated agreement to exchange one stream of payments
for another. A foreign currency forward contract is an obligation to buy or
sell a given currency on a future date and at a set price.

FUND DETAILS | 11
<PAGE>

- --------------------------------------------------------------------------------
Investments
- --------------------------------------------------------------------------------

This table discusses the customary types of investments which can be held by the
fund. In each case the principal types of risk are listed on the following page
(see below for definitions).This table reads across two pages.

- --------------------------------------------------------------------------------
Asset-backed securities Interests in a stream of payments from specific assets,
such as auto or credit card receivables.
- --------------------------------------------------------------------------------
Bank obligations Negotiable certificates of deposit, time deposits and bankers'
acceptances of domestic and foreign issuers.
- --------------------------------------------------------------------------------
Commercial paper Unsecured short term debt issued by domestic and foreign banks
or corporations. These securities are usually discounted and are rated by S&P or
Moody's.
- --------------------------------------------------------------------------------
Convertible securities Domestic and foreign debt securities that can be
converted into equity securities at a future time and price.
- --------------------------------------------------------------------------------
Corporate bonds Debt securities of domestic and foreign industrial, utility,
banking, and other financial institutions.
- --------------------------------------------------------------------------------
Mortgages (directly held) Domestic debt instrument which gives the lender a lien
on property as security for the loan payment.
- --------------------------------------------------------------------------------
Mortgage-backed securities Domestic and foreign securities (such as Ginnie Maes,
Freddie Macs, Fannie Maes) which represent interests in pools of mortgages,
whereby the principal and interest paid every month is passed through to the
holder of the securities.
- --------------------------------------------------------------------------------
Mortgage dollar rolls The purchase of domestic and foreign mortgage-backed
securities with the promise to purchase similar securities upon the maturity of
the original security. Segregated accounts are used to offset leverage risk.
- --------------------------------------------------------------------------------
Participation interests Interests that represent a share of domestic and foreign
bank debt or similar securities or obligations.
- --------------------------------------------------------------------------------
Private placements Bonds or other investments that are sold directly to an
institutional investor.
- --------------------------------------------------------------------------------
REITs and other real-estate related instruments Securities of issuers that
invest in real estate or are secured by real estate.
- --------------------------------------------------------------------------------
Repurchase agreements Contracts whereby the fund agrees to purchase a security
and resell it to the seller on a particular date and at a specific price.
- --------------------------------------------------------------------------------
Reverse repurchase agreements Contracts whereby the fund sells a security and
agrees to repurchase it from the buyer on a particular date and at a specific
price. Considered a form of borrowing.
- --------------------------------------------------------------------------------
Sovereign debt, Brady bonds, and debt of supranational organizations Dollar- or
non-dollar-denominated securities issued by foreign governments or supranational
organizations. Brady bonds are issued in connection with debt restructurings.
- --------------------------------------------------------------------------------
Swaps Contractual agreement whereby a party agrees to exchange periodic payments
with a counterparty. Segregated accounts are used to offset leverage risk.
- --------------------------------------------------------------------------------
Tax exempt municipal securities Securities, generally issued as general
obligation and revenue bonds, whose interest is exempt from federal taxation and
state and/or local taxes in the state where the securities were issued.
- --------------------------------------------------------------------------------
U.S. government securities Debt instruments (Treasury bills, notes, and bonds)
guaranteed by the U.S. government for the timely payment of principal and
interest.
- --------------------------------------------------------------------------------
Zero coupon, pay-in-kind, and deferred payment securities Domestic and foreign
securities offering non-cash or delayed-cash payment. Their prices are typically
more volatile than those of some other debt instruments and involve certain
special tax considerations.
- --------------------------------------------------------------------------------

Risk related to certain investments held by J.P. Morgan Institutional fixed
income funds:

Credit risk The risk a financial obligation will not be met by the issuer of a
security or the counterparty to a contract, resulting in a loss to the
purchaser.

Currency risk The risk currency exchange rate fluctuations may reduce gains or
increase losses on foreign investments.

Environmental risk The risk that an owner or operator of real estate may be
liable for the costs associated with hazardous or toxic substances located on
the property.

Extension risk The risk a rise in interest rates will extend the life of a
mortgage-backed security to a date later than the anticipated prepayment date,
causing the value of the investment to fall.

Interest rate risk The risk a change in interest rates will adversely affect the
value of an investment. The value of fixed income securities generally moves in
the opposite direction of interest rates (decreases when interest rates rise and
increases when interest rates fall).

Leverage risk The risk of gains or losses disproportionately

12 | FUND DETAILS
<PAGE>

|X| Permitted (and if applicable, percentage limitation)
percentage of total assets - bold
percentage of net assets - italic
|_| Permitted, but not typically used

<TABLE>
<CAPTION>
Principal Types of Risk Bond Fund-Ultra
<S> <C>

- -----------------------------------------------------------------------------------------------
credit, interest rate, market, prepayment |X|
- -----------------------------------------------------------------------------------------------
credit, currency, liquidity, political |X|(1)
- -----------------------------------------------------------------------------------------------
credit, currency, interest rate, liquidity, market, political |X|(1)
- -----------------------------------------------------------------------------------------------
credit, currency, interest rate, liquidity, market, political, valuation |X|(1)
- -----------------------------------------------------------------------------------------------
credit, currency, interest rate, liquidity, market, political, valuation |X|(1)
- -----------------------------------------------------------------------------------------------
credit, environmental, extension, interest rate, liquidity, market, |X|
natural event, political, prepayment, valuation
- -----------------------------------------------------------------------------------------------
credit, currency, extension, interest rate, leverage, market, political, |X|(1)
prepayment
- -----------------------------------------------------------------------------------------------
currency, extension, interest rate, leverage, liquidity, market, political, |X|(1) 33 1/3%
prepayment
- -----------------------------------------------------------------------------------------------
credit, currency, extension, interest rate, liquidity, political, prepayment |X|(1)
- -----------------------------------------------------------------------------------------------
credit, interest rate, liquidity, market, valuation |X|
- -----------------------------------------------------------------------------------------------
credit, interest rate, liquidity, market, natural event, prepayment, valuation |X|
- -----------------------------------------------------------------------------------------------
credit |X|
- -----------------------------------------------------------------------------------------------
credit |X|(2)
- -----------------------------------------------------------------------------------------------
credit, currency, interest rate, market, political |X|(1)
- -----------------------------------------------------------------------------------------------
credit, currency, interest rate, leverage, market, political |X|(1)
- -----------------------------------------------------------------------------------------------
credit, interest rate, market, natural event, political |_|
- -----------------------------------------------------------------------------------------------
interest rate |X|
- -----------------------------------------------------------------------------------------------
credit, currency, interest rate, liquidity, market, political, valuation |X|(1)
- -----------------------------------------------------------------------------------------------
</TABLE>

higher than the amount invested.

Liquidity risk The risk the holder may not be able to sell the security at the
time or price it desires.

Market risk The risk that when the market as a whole declines, the value of a
specific investment will decline proportionately. This systematic risk is common
to all investments and the mutual funds that purchase them.

Natural event risk The risk a natural disaster, such as a hurricane or similar
event, will cause severe economic losses and default in payments by the issuer
of the security.

(1) All foreign securities in the aggregate may not exceed 25% of the fund's
assets.

(2) All forms of borrowing (including securities lending and reverse
repurchase agreements) in the aggregate may not exceed 33 of the fund's
total assets.

FUND DETAILS | 13
<PAGE>

- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the fund's
financial performance for the past two fiscal periods. Certain information
reflects financial results for a single fund share. The total returns in the
table represent the rate that an investor would have earned (or lost) on an
investment in the fund (assuming reinvestment of all dividends and
distributions). This information has been audited by PricewaterhouseCoopers LLP,
whose reports, along with the fund's financial statements, are included in the
fund's annual report, which is available upon request.

- -------------------------------------------------------------------------------------------------
J.P. MORGAN INSTITUTIONAL BOND FUND-ULTRA

Per-share data For the fiscal periods ended October 31 1998(1) 1999
- -------------------------------------------------------------------------------------------------
<S> <C> <C>
Net asset value, beginning of period ($) 10.03 10.17
- -------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income ($) 0.54 0.61
Net realized and unrealized gain (loss)
on investment and foreign currency contracts and transactions ($) 0.16 (0.58)
- -------------------------------------------------------------------------------------------------
Total from investment operations ($) 0.70 0.03
- -------------------------------------------------------------------------------------------------
Less distributions to shareholders from:
Net investment income ($) (0.56) (0.60)
- -------------------------------------------------------------------------------------------------
Net asset value, end of period ($) 10.17 9.60
- -------------------------------------------------------------------------------------------------

Ratios and supplemental data
- -------------------------------------------------------------------------------------------------
Total return (%) 7.17(2) 0.28
- -------------------------------------------------------------------------------------------------
Net assets, end of period ($ thousands) 128,250 299,255
- -------------------------------------------------------------------------------------------------
Ratio to average net assets:
- -------------------------------------------------------------------------------------------------
Expenses (%) 0.37(3) 0.36
- -------------------------------------------------------------------------------------------------
Net investment income (%) 6.28(3) 6.08
- -------------------------------------------------------------------------------------------------
Expenses without
reimbursement (%) 0.60(3) 0.49
- -------------------------------------------------------------------------------------------------
</TABLE>

(1) The fund commenced operations on 12/15/97.
(2) Not annualized.
(3) Annualized.

14 | J.P. MORGAN INSTITUTIONAL BOND FUND-ULTRA
<PAGE>

- --------------------------------------------------------------------------------
(THIS PAGE IS INTENTIONALLY LEFT BLANK)
<PAGE>

- --------------------------------------------------------------------------------
FOR MORE INFORMATION

For investors who want more information on the fund, the following documents are
available free upon request:

Annual/Semi-annual Reports Contain financial statements, performance data,
information on portfolio holdings, and a written analysis of market conditions
and fund performance for the fund's most recently completed fiscal year or
half-year.

Statement of Additional Information (SAI) Provides a fuller technical and legal
description of the fund's policies, investment restrictions, and business
structure. This prospectus incorporates the fund's SAI by reference.

Copies of the current versions of these documents, along with other information
about the fund, may be obtained by contacting:

J.P. Morgan Institutional Bond Fund-Ultra
J.P. Morgan Funds Services
522 Fifth Avenue
New York, NY 10036

Telephone: 1-800-766-7722

Hearing impaired: 1-888-468-4015

Email: [email protected]

Text-only versions of these documents and this prospectus are available, upon
payment of a duplicating fee, from the Public Reference Room of the Securities
and Exchange Commission in Washington, D.C. (1-800-SEC-0330) and may be viewed
on-screen or downloaded from the SEC's Internet site at http://www.sec.gov. The
fund's investment company and 1933 Act registration numbers are 811-07342 and
033-54642.

J.P. MORGAN INSTITUTIONAL FUNDS AND THE MORGAN TRADITION

JPMorgan
- --------------------------------------------------------------------------------
J.P. Morgan Institutional Funds |

Advisor Distributor
J.P. Morgan Investment Management Inc. Funds Distributor, Inc.
522 Fifth Avenue 60 State Street
New York, NY 10036 Boston, MA 02109
1-800-766-7722 1-800-221-7930

IMPR07

<PAGE>

- --------------------------------------------------------------------------------
March 1, 2000 | PROSPECTUS
- --------------------------------------------------------------------------------

J.P. MORGAN INSTITUTIONAL
FIXED INCOME FUNDS

Short Term Bond Fund
Bond Fund
Global Strategic Income Fund
Tax Exempt Bond Fund
New York Tax Exempt Bond Fund
California Bond Fund

-------------------------------------------
Seeking high total return or current income
by investing primarily in fixed income
securities.

This prospectus contains essential information for anyone investing in these
funds. Please read it carefully and keep it for reference.

Distributed by Funds Distributor, Inc. JPMorgan

<PAGE>

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

<PAGE>

CONTENTS
- --------------------------------------------------------------------------------
2 | Each fund's goal, principal strategies, principal risks, performance and
expenses

J.P. MORGAN INSTITUTIONAL FIXED INCOME FUNDS
J.P. Morgan Institutional Short Term Bond Fund ............................ 2
J.P. Morgan Institutional Bond Fund ....................................... 4
J.P. Morgan Institutional Global Strategic Income Fund .................... 6
J.P. Morgan Institutional Tax Exempt Bond Fund ............................ 8
J.P. Morgan Institutional New York Tax Exempt Bond Fund ................... 10
J.P. Morgan Institutional California Bond Fund ............................ 12

14 | Principles and techniques common to the funds in this prospectus

FIXED INCOME MANAGEMENT APPROACH
J.P. Morgan ............................................................... 14
J.P. Morgan Institutional fixed income funds .............................. 14
The spectrum of fixed income funds ........................................ 14
Who may want to invest .................................................... 14
Fixed income investment process ........................................... 15

16 | Investing in the J.P. Morgan Institutional Fixed Income funds

YOUR INVESTMENT
Investing through a financial professional ................................ 16
Investing through an employer-sponsored retirement plan ................... 16
Investing through an IRA or rollover IRA .................................. 16
Investing directly ........................................................ 16
Opening your account ...................................................... 16
Adding to your account .................................................... 16
Selling shares ............................................................ 17
Account and transaction policies .......................................... 17
Dividends and distributions ............................................... 18
Tax considerations ........................................................ 18

19 | More about risk and the funds' business operations

FUND DETAILS
Business structure ........................................................ 19
Management and administration ............................................. 19
Risk and reward elements .................................................. 20
Investments ............................................................... 22
Financial highlights ...................................................... 24

FOR MORE INFORMATION ................................................back cover

<PAGE>

J.P. MORGAN INSTITUTIONAL
SHORT TERM BOND FUND TICKER SYMBOL: JMSBX
- --------------------------------------------------------------------------------
REGISTRANT: J.P. MORGAN INSTITUTIONAL FUNDS
(J.P. MORGAN INSTITUTIONAL SHORT TERM BOND FUND)

[GRAPHIC OMITTED]
RISK/RETURN SUMMARY

For a more detailed discussion of the fund's investments and their main risks,
as well as fund strategies, please see pages 20-23.

[GRAPHIC OMITTED]
GOAL

The fund's goal is to provide high total return, consistent with low volatility
of principal. This goal can be changed without shareholder approval.

[GRAPHIC OMITTED]
INVESTMENT APPROACH
Principal Strategies

The fund invests primarily in fixed income securities, including U.S. government
and agency securities, domestic and foreign corporate bonds, private placements,
asset-backed and mortgage-related securities, and money market instruments, that
it believes have the potential to provide a high total return over time. These
securities may be of any maturity, but under normal market conditions the fund's
duration will range between one and three years, similar to that of the Merrill
Lynch 1-3 Year Treasury Index. For a description of duration, please see fixed
income investment process on page 15.

Up to 25% of assets may be invested in foreign securities, including 20% in debt
securities denominated in foreign currencies of developed countries. The fund
typically hedges its non-dollar investments back to the U.S. dollar. At least
90% of assets must be invested in securities that, at the time of purchase, are
rated investment-grade (BBB/Baa or better) or are the unrated equivalent,
including at least 75% A or better. No more than 10% of assets may be invested
in securities rated B or BB.

Principal Risks

The fund's share price and total return will vary in response to changes in
interest rates. How well the fund's performance compares to that of similar
duration fixed income funds will depend on the success of the investment
process, which is described on page 15.

Although any rise in interest rates is likely to cause a fall in the price of
bonds, the fund's comparatively short duration is designed to help keep its
share price within a relatively narrow range. Because it seeks to minimize risk,
the fund will generally offer less income, and during periods of declining
interest rates, may offer lower total returns than bond funds with longer
durations. Because of the sensitivity of the fund's mortgage related securities
to changes in interest rates, the performance and duration of the fund may be
more volatile than if it did not hold these securities. The fund uses futures
contracts and other derivatives to help manage duration, yield curve exposure,
and credit and spread volatility. To the extent that the fund seeks higher
returns by investing in non-investment-grade bonds, often called junk bonds, it
takes on additional risks, since these bonds are more sensitive to economic news
and their issuers have a less secure financial position. To the extent the fund
invests in foreign securities, it could lose money because of foreign government
actions, political instability, currency fluctuation or lack of adequate and
accurate information. The fund may engage in active and frequent trading,
leading to increased portfolio turnover and the possibility of increased capital
gains. See page 18 for further discussion on the tax treatment of capital gains.

PORTFOLIO MANAGEMENT

The fund's assets are managed by J.P. Morgan, which currently manages
approximately $349 billion, including more than $53 billion using similar
strategies as the fund.

The portfolio management team is led by Connie J. Plaehn, managing director, who
has been on the team since the fund's inception and has been at J.P. Morgan
since 1984, and William G. Tennille, vice president, who joined the team in
January 1994 and has been at J.P. Morgan since 1992.

- --------------------------------------------------------------------------------
Before you invest

Investors considering the fund should understand that:

o There is no assurance that the fund will meet its investment goal.

o The fund does not represent a complete investment program.

2 | J.P. MORGAN INSTITUTIONAL SHORT TERM BOND FUND

<PAGE>

- --------------------------------------------------------------------------------
PERFORMANCE (unaudited)

The bar chart and table shown below provide some indication of the risks of
investing in J.P. Morgan Institutional Short Term Bond Fund.

The bar chart indicates some of the risks by showing changes in the performance
of the fund's shares from year to year for each of the last 6 calendar years.

The table indicates some of the risks by showing how the fund's average annual
returns for the past one year, five years and life of the fund compare to those
of the Merrill Lynch 1-3 Year Treasury Index. This is a widely recognized,
unmanaged index of U.S. Treasury notes and bonds with maturities of 1-3 years
used as a measure of overall short-term bond market performance.

The fund's past performance does not necessarily indicate how the fund will
perform in the future.

Year-by-year total return (%) Shows changes in returns by calendar year (1,2)
- --------------------------------------------------------------------------------
1994 1995 1996 1997 1998 1999

20%

10.80
10%

7.04
6.40
5.10

3.21

0.36
0%
- --------------------------------------------------------------------------------

[_] J.P. Morgan Institutional Short Term Bond Fund

For the period covered by this year-by-year total return chart, the fund's
highest quarterly return was 3.36% (for the quarter ended 6/30/95); and the
lowest quarterly return was -0.47% (for the quarter ended 3/31/94).

Average annual total return Shows performance over time, for periods ended December 31, 1999
- ------------------------------------------------------------------------------------------------------------------------------------
Past 1 yr. Past 5 yrs. Life of fund(1)
<S> <C> <C> <C>
J.P. Morgan Institutional Short Term Bond Fund (after expenses) 3.21 6.48 5.30
- ------------------------------------------------------------------------------------------------------------------------------------
Merrill Lynch 1-3 Year Treasury Index (no expenses) 3.06 6.51 5.42
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

- --------------------------------------------------------------------------------
INVESTOR EXPENSES

The expenses of the fund before and after reimbursement are shown at right. The
fund has no sales, redemption, exchange, or account fees, although some
institutions may charge you a fee for shares you buy through them. The annual
fund expenses after reimbursement are deducted from fund assets prior to
performance calculations.

Annual fund operating expenses(3) %
(expenses that are deducted from fund assets)
- --------------------------------------------------------------------------------
Management fees 0.25
Marketing (12b-1) fees none
Other expenses 0.26
- --------------------------------------------------------------------------------
Total operating expenses 0.51

Fee waiver and expense
reimbursement(4) 0.21
- --------------------------------------------------------------------------------
Net expenses(4) 0.30

Expense example (4)
- --------------------------------------------------------------------------------
The example below is intended to help you compare the cost of investing in the
fund with the cost of investing in other mutual funds. The example assumes:
$10,000 initial investment, 5% return each year, net expenses for the period
3/1/00 through 2/28/01 and total operating expenses thereafter, and all shares
sold at the end of each time period. The example is for comparison only; the
fund's actual return and your actual costs may be higher or lower.

- --------------------------------------------------------------------------------
1 yr. 3 yrs. 5 yrs. 10 yrs.
Your cost($) 31 142 264 620
- --------------------------------------------------------------------------------

(1) The fund commenced operations on 9/13/93. For the period 7/31/93 through
9/30/93, life of fund returns reflect performance of the Pierpont Short
Term Bond Fund.

(2) The fund's fiscal year end is 10/31.

(3) The fund has a master/feeder structure as described on page 19. This table
shows the fund's expenses and its share of master portfolio expenses for
the past fiscal year, expressed as a percentage of average net assets.

(4) Reflects an agreement dated 7/30/99 by Morgan Guaranty Trust Company of
New York, an affiliate of J.P. Morgan, to reimburse the fund to the extent
expenses (excluding extraordinary expenses) exceed 0.30% of the fund's
average daily net assets through 2/28/01. Actual net expenses for the
fiscal year ended 10/31/99 were 0.29% of the fund's average daily net
assets.

J.P. MORGAN INSTITUTIONAL SHORT TERM BOND FUND | 3
<PAGE>

J.P. MORGAN INSTITUTIONAL BOND FUND TICKER SYMBOL: JMIBX
- --------------------------------------------------------------------------------
REGISTRANT: J.P. MORGAN INSTITUTIONAL FUNDS
(J.P. MORGAN INSTITUTIONAL BOND FUND)

[GRAPHIC OMITTED]
RISK/RETURN SUMMARY

For a more detailed discussion of the fund's investments and their main risks,
as well as fund strategies, please see pages 20-23.

[GRAPHIC OMITTED]
GOAL

The fund's goal is to provide high total return consistent with moderate risk of
capital and maintenance of liquidity. This goal can be changed without
shareholder approval.

[GRAPHIC OMITTED]
INVESTMENT APPROACH
Principal Strategies

The fund invests primarily in fixed income securities, including U.S. government
and agency securities, corporate bonds, private placements, asset-backed and
mortgage-backed securities, that it believes have the potential to provide a
high total return over time. These securities may be of any maturity, but under
normal market conditions the management team will keep the fund's duration
within one year of that of the Salomon Smith Barney Broad Investment Grade Bond
Index (currently about five years). For a description of duration, please see
fixed income investment process on page 15.

Up to 25% of assets may be invested in foreign securities, including 20% in debt
securities denominated in foreign currencies of developed countries. The fund
typically hedges its non-dollar investments back to the U.S. dollar. At least
75% of assets must be invested in securities that, at the time of purchase, are
rated investment-grade (BBB/Baa or better) or are the unrated equivalent,
including at least 65% A or better. No more than 25% of assets may be invested
in securities rated B or BB.

Principal Risks

To the extent that the fund seeks higher returns by investing in
non-investment-grade bonds, often called junk bonds, it takes on additional
risks, since these bonds are more sensitive to economic news and their issuers
have a less secure financial position. The fund may use futures contracts and
other derivatives to help manage duration, yield curve exposure, and credit and
spread volatility. To the extent the fund invests in foreign securities, it
could lose money because of foreign government actions, political instability,
currency fluctuation or lack of adequate and accurate information. The fund's
mortgage-backed investments involve risk of losses due to prepayments that occur
earlier or later than expected, like any bond, due to default. The fund may
engage in active and frequent trading, leading to increased portfolio turnover
and the possibility of increased capital gains. See page 18 for further
discussion on the tax treatment of capital gains.

PORTFOLIO MANAGEMENT

The fund's assets are managed by J.P. Morgan, which currently manages
approximately $349 billion, including more than $29 billion using similar
strategies as the fund.

- --------------------------------------------------------------------------------
Before you invest

Investors considering the fund should understand that:

o There is no assurance that the fund will meet its investment goal.

o The fund does not represent a complete investment program.

4 | J.P. MORGAN INSTITUTIONAL BOND FUND
<PAGE>

- --------------------------------------------------------------------------------
PERFORMANCE (unaudited)

The bar chart and table shown below provide some indication of the risks of
investing in J.P. Morgan Institutional Bond Fund.

The bar chart indicates some of the risks by showing changes in the performance
of the fund's shares from year to year for each of the last 10 calendar years.

The table indicates some of the risks by showing how the fund's average annual
returns for the past one, five and ten years compare to those of the Salomon
Smith Barney Broad Investment Grade Bond Index. This is a widely recognized,
unmanaged index of U.S. Treasury and agency securities and investment-grade
mortgage and corporate bonds used as a measure of overall bond market
performance.

The fund's past performance does not necessarily indicate how the fund will
perform in the future.

Year-by-year total return (%) Shows changes in returns by calendar year (1,2)
- --------------------------------------------------------------------------------
1990 1991 1992 1993 1994 1995 1996 1997 1998 1999

20%

18.42

13.45

10.09
10%
9.98 9.29

7.54
6.53

3.30

0%
- --------------------------------------------------------------------------------
(0.55)

(2.68)

(10%)

[ ] J.P. Morgan Institutional Bond Fund

Average annual total return (%) Shows performance over time, for periods ended December 31, 1999
- ------------------------------------------------------------------------------------------------------------------------------------
Past 1 yr. Past 5 yrs. Past 10 yrs.(1)
<S> <C> <C> <C>
J.P. Morgan Institutional Bond Fund (after expenses) (0.55) 7.41 7.37
- ------------------------------------------------------------------------------------------------------------------------------------
Salomon Smith Barney Investment Grade Bond Index (no expenses) (0.83) 7.74 7.05
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

- --------------------------------------------------------------------------------
INVESTOR EXPENSES

The expenses of the fund before and after reimbursement are shown at right. The
fund has no sales, redemption, exchange, or account fees, although some
institutions may charge you a fee for shares you buy through them. The annual
fund expenses after reimbursement are deducted from fund assets prior to
performance calculations.

Annual fund operating expenses(3) (%)
(expenses that are deducted from fund assets)
- --------------------------------------------------------------------------------
Management fees 0.30
Marketing (12b-1) fees none
Other expenses 0.21
- --------------------------------------------------------------------------------
Total operating expenses 0.51

Fee waiver and expense
reimbursement(4) 0.01
- --------------------------------------------------------------------------------
Net expenses(4) 0.50
- --------------------------------------------------------------------------------

Expense example(4)
- --------------------------------------------------------------------------------

The example below is intended to help you compare the cost of investing in the
fund with the cost of investing in other mutual funds. The example assumes:
$10,000 initial investment, 5% return each year, net expenses for the period
7/30/99 through 2/28/01 and total operating expenses thereafter, and all shares
sold at the end of each time period. The example is for comparison only; the
fund's actual return and your actual costs may be higher or lower.

- --------------------------------------------------------------------------------
1 yr. 3 yrs. 5 yrs. 10 yrs.
Your cost($) 51 163 284 640
- --------------------------------------------------------------------------------

(1) The fund commenced operations on 7/26/93. Returns for the period 1/1/90
through 7/31/93 reflect performance of The Pierpont Bond Fund, the fund's
predecessor, which commenced operations on 3/11/88.

(2) The fund's fiscal year end is 10/31.

(4) Reflects an agreement dated 7/30/99 by Morgan Guaranty Trust Company of
New York, an affiliate of J.P. Morgan, to reimburse the fund to the extent
expenses (excluding extraordinary expenses) exceed 0.50% of the fund's
average daily net assets through 2/28/01.

J.P. MORGAN INSTITUTIONAL BOND FUND | 5
<PAGE>

J.P. MORGAN INSTITUTIONAL
GLOBAL STRATEGIC INCOME FUND TICKER SYMBOL: JPIGX
- --------------------------------------------------------------------------------
REGISTRANT: J.P. MORGAN INSTITUTIONAL FUNDS
(J.P. MORGAN INSTITUTIONAL GLOBAL STRATEGIC INCOME FUND)

[GRAPHIC OMITTED]
RISK/RETURN SUMMARY

For a more detailed discussion of the fund's investments and their main risks,
as well as fund strategies, please see pages 20-23.

[GRAPHIC OMITTED]
GOAL

The fund's goal is to provide high total return from a portfolio of fixed income
securities of foreign and domestic issuers. This goal can be changed without
shareholder approval.

[GRAPHIC OMITTED]
INVESTMENT APPROACH
Principal Strategies

The fund invests in a wide range of debt securities from the U.S. and other
markets, both developed and emerging. Issuers may include governments,
corporations, financial institutions, and supranational organizations (such as
the World Bank), that the fund believes have the potential to provide a high
total return over time. The fund may invest directly in mortgages and in
mortgage-backed securities. The fund's securities may be of any maturity, but
under normal market conditions its duration will generally be similar to that of
the Lehman Brothers Aggregate Bond Index (currently about four and a half
years). For a description of duration, please see fixed income investment
process on page 15. At least 40% of assets must be invested in securities that,
at the time of purchase, are rated investment-grade (BBB/Baa or better) or are
the unrated equivalent. The balance of assets must be invested in securities
rated B or higher at the time of purchase (or the unrated equivalent), except
that the fund's emerging market component has no minimum quality rating and may
invest without limit in securities that are in the lowest rating categories (or
are the unrated equivalent).

The management team uses the process described on page 15, and also makes
country allocations, based primarily on macro-economic factors. The team uses
the model allocation shown at right as a basis for its sector allocation,
although the actual allocations are adjusted periodically within the indicated
ranges. Within each sector, a dedicated team handles securities selection. The
fund typically hedges its non-dollar investments in developed countries back to
the U.S. dollar.

Principal Risks

The fund's share price and total return vary in response to changes in global
bond markets, interest rates, and currency exchange rates. How well the fund's
performance compares to that of similar fixed income funds will depend on the
success of the investment process. Because of credit and foreign and emerging
markets investment risks, the fund's performance is likely to be more volatile
than that of most fixed income funds. Foreign and emerging market investment
risks include foreign government actions, political instability, currency
fluctuations and lack of adequate and accurate information. To the extent that
the fund seeks higher returns by investing in non-investment-grade bonds, often
called junk bonds, it takes on additional risks, since these bonds are more
sensitive to economic news and their issuers have a less secure financial
position. The fund's mortgage-backed investments involve the risk of losses due
to default or to prepayments that occur earlier or later than expected. Some
investments, including directly owned mortgages, may be illiquid. The fund has
the potential for long-term total returns that exceed those of more traditional
bond funds, but investors should also be prepared for risks that exceed those of
more traditional bond funds. The fund may engage in active and frequent trading,
leading to increased portfolio turnover and the possibility of increased capital
gains. See page 18 for further discussion on the tax treatment of capital gains.

Model Sector Allocation

[THE FOLLOWING WAS REPRESENTED BY A PIE CHART IN THE PRINTED MATERIALS]

9% international non-dollar
(range 0-25%)

35% public/private mortgages
(range 20-45%)

13% public/private corporates
(range 5-25%)

16% emerging markets
(range 0-25%)

27% high yield corporates
(range 17-37%)

PORTFOLIO MANAGEMENT

The fund's assets are managed by J.P. Morgan, which currently manages
approximately $349 billion, including more than $3 billion using similar
strategies as the fund.

The portfolio management team is led by Mark E. Smith, managing director, who
joined J.P. Morgan in 1994 from Allied Signal, Inc. where he managed fixed
income portfolios and oversaw asset allocation activities. He has been on the
team since the fund's inception.

- --------------------------------------------------------------------------------
Before you invest

Investors considering the fund should understand that:

o There is no assurance that the fund will meet its investment goal.

o The fund does not represent a complete investment program.

6 | J.P. MORGAN INSTITUTIONAL GLOBAL STRATEGIC INCOME FUND

<PAGE>

- --------------------------------------------------------------------------------
PERFORMANCE (unaudited)

The bar chart and table shown below provide some indication of the risks of
investing in J.P. Morgan Institutional Global Strategic Income Fund.

The bar chart indicates some of the risks by showing the performance of the
fund's shares from year to year for each of the last 2 calendar years.

The table indicates some of the risks by showing how the fund's average annual
returns for the past one year and life of the fund compare to those of the
Lehman Brothers Aggregate Bond Index. This is a widely recognized, unmanaged
index used as a measure of overall bond market performance.

The fund's past performance does not necessarily indicate how the fund will
perform in the future.

Total return (%) Shows changes in returns by calendar year (1,2)
- --------------------------------------------------------------------------------
1998 1999

10%

2.59 2.51

0%
- --------------------------------------------------------------------------------

[_] J.P. Morgan Institutional Global Strategic Income Fund

For the period covered by this total return chart, the fund's highest quarterly
return was 3.13% (for the quarter ended 3/31/98); and the lowest quarterly
return was -1.45% (for the quarter ended 9/30/98).

Average annual total return Shows performance over time, for periods ended December 31, 1999
- ------------------------------------------------------------------------------------------------------------------------------------
Past 1 yr. Life of fund(1)
<S> <C> <C>
J.P. Morgan Institutional Global Strategic Income Fund (after expenses) 2.51 5.35
- ------------------------------------------------------------------------------------------------------------------------------------
Lehman Brothers Aggregate Bond Index (no expenses) (0.83) 6.49
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

- --------------------------------------------------------------------------------
INVESTOR EXPENSES

The expenses of the fund before and after reimbursement are shown at right. The
fund has no sales, redemption, exchange, or account fees, although some
institutions may charge you a fee for shares you buy through them. The annual
fund expenses after reimbursement are deducted from fund assets prior to
performance calculations.

Annual fund operating expenses(3) (%)
(expenses that are deducted from fund assets)
- --------------------------------------------------------------------------------
Management fees 0.45
Marketing (12b-1) fees none
Other expenses 0.33
- --------------------------------------------------------------------------------
Total operating expenses 0.78

Fee waiver and expense
reimbursement(4) 0.13
- --------------------------------------------------------------------------------
Net expenses(4) 0.65

Expense example(4)
- --------------------------------------------------------------------------------
The example below is intended to help you compare the cost of investing in the
fund with the cost of investing in other mutual funds. The example assumes:
$10,000 initial investment, 5% return each year, net expenses for the period
7/30/99 through 2/28/01 and total operating expenses thereafter, and all shares
sold at the end of each time period. The example is for comparison only; the
fund's actual return and your actual costs may be higher or lower.

- --------------------------------------------------------------------------------
1 yr. 3 yrs. 5 yrs. 10 yrs.
Your cost($) 66 236 420 954
- --------------------------------------------------------------------------------

(1) The fund commenced operations on 3/14/97 and performance is calculated as
of 3/31/97.

(2) The fund's fiscal year is 10/31.

(4) Reflects an agreement dated 7/30/99 by Morgan Guaranty Trust Company of
New York, an affiliate of J.P. Morgan, to reimburse the fund to the extent
expenses (excluding extraordinary expenses) exceed 0.65% of the fund's
average daily net assets through 2/28/01.

J.P. MORGAN INSTITUTIONAL GLOBAL STRATEGIC INCOME FUND | 7
<PAGE>

J.P. MORGAN INSTITUTIONAL
TAX EXEMPT BOND FUND TICKER SYMBOL: JITBX
- --------------------------------------------------------------------------------
REGISTRANT: J.P. MORGAN INSTITUTIONAL FUNDS
(J.P. MORGAN INSTITUTIONAL TAX EXEMPT BOND FUND)

[GRAPHIC OMITTED]
RISK/RETURN SUMMARY

For a more detailed discussion of the fund's investments and their main risks,
as well as fund strategies, please see pages 20-23.

[GRAPHIC OMITTED]
GOAL

The fund's goal is to provide a high level of current income that is exempt from
federal income tax consistent with moderate risk of capital. This goal can be
changed without shareholder approval.

[GRAPHIC OMITTED]
INVESTMENT APPROACH
Principal Strategies

The fund invests primarily in high quality municipal securities that it believes
have the potential to provide current income that is free from federal personal
income tax. While the fund's goal is high tax-exempt income, the fund may invest
to a limited extent in taxable securities, including U.S. government, government
agency, corporate, or taxable municipal securities. The fund's securities may be
of any maturity, but under normal market conditions the fund's duration will
generally range between four and seven years, similar to that of the Lehman
Brothers 1-16 Year Municipal Bond Index (currently 5.4 years). For a description
of duration, please see fixed income investment process on page 15. At least 90%
of assets must be invested in securities that, at the time of purchase, are
rated investment-grade (BBB/Baa or better) or are the unrated equivalent. No
more than 10% of assets may be invested in securities rated B or BB.

Principal Risks

The fund's share price and total return will vary in response to changes in
interest rates. How well the fund's performance compares to that of similar
tax-exempt funds will depend on the success of the investment process, which is
described on page 15.

Investors should be prepared for higher share price volatility than from a tax
exempt fund of shorter duration. The fund's performance could also be affected
by market reaction to proposed tax legislation. To the extent that the fund
seeks higher returns by investing in non-investment-grade bonds, often called
junk bonds, it takes on additional risks, since these bonds are more sensitive
to economic news and their issuers have a less secure financial position.

PORTFOLIO MANAGEMENT

The fund's assets are managed by J.P. Morgan, which currently manages
Approximately $349 billion, including more than $1.3 billion using similar
strategies as the fund.

The portfolio management team is led by Robert W. Meiselas, vice president, who
joined the team in May 1997 and has been at J.P. Morgan since 1987, and Benjamin
Thompson, vice president, who joined the team in June of 1999. Prior to joining
J.P. Morgan, Mr. Thompson was a senior fixed income portfolio manager at Goldman
Sachs.

- --------------------------------------------------------------------------------
Before you invest

Investors considering the fund should understand that:

o There is no assurance that the fund will meet its investment goal.

o The fund does not represent a complete investment program.

8 | J.P. MORGAN INSTITUTIONAL TAX EXEMPT BOND FUND
<PAGE>

- --------------------------------------------------------------------------------
PERFORMANCE (unaudited)

The bar chart and table shown below provide some indication of the risks of
investing in J.P. Morgan Institutional Tax Exempt Bond Fund.

The bar chart indicates some of the risks by showing changes in the performance
of the fund's shares from year to year for each of the fund's last 10 calendar
years.

The table indicates some of the risks by showing how the fund's average annual
returns for the past one, five and ten years compare to those of the Lehman
Brothers 1-16 Year Municipal Bond Index, the fund's current benchmark. Since
this index has not been in existence during all of the past ten years, the table
also shows the performance of the Lehman Quality Intermediate Municipal Bond
Index, the fund's previous benchmark. Both are unmanaged indices that measure
municipal bond market performance.

The fund's past performance does not necessarily indicate how the fund will
perform in the future.

20%

13.50
10.92
10%
9.58

7.47 7.58
6.87 5.65

3.71
0%
- --------------------------------------------------------------------------------
(0.75)

(2.53)

(10%)

[_] J.P. Morgan Institutional Tax Exempt Bond Fund

For the period covered by this year-by-year total return chart, the fund's
highest quarterly return was 5.16% (for the quarter ended 3/31/95); and the
lowest quarterly return was 3.05% (for the quarter ended 3/31/94).

Average annual total return (%) Shows performance over time, for periods ended December 31, 1999
- ------------------------------------------------------------------------------------------------------------------------------------
Past 1 yr. Past 5 yrs. Past 10 yrs.(1)
<S> <C> <C> <C>
J.P. Morgan Institutional Tax Exempt Bond Fund (after expenses) (0.75) 5.83 6.09
- ------------------------------------------------------------------------------------------------------------------------------------
Lehman Brothers 1-16 Year Municipal Bond Index (no expenses) (0.06) 6.32 6.63
- ------------------------------------------------------------------------------------------------------------------------------------
Lehman Quality Intermediate Municipal Bond Index (no expenses) 0.30 6.25 7.79
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

- --------------------------------------------------------------------------------
INVESTOR EXPENSES

The expenses of the fund before and after reimbursement are shown at right. The
fund has no sales, redemption, exchange, or account fees, although some
institutions may charge you a fee for shares you buy through them. The annual
fund expenses after reimbursement are deducted from fund assets prior to
performance calculations.

Annual fund operating expenses(3) (%)
(expenses that are deducted from fund assets)
- --------------------------------------------------------------------------------
Management fees 0.30
Marketing (12b-1) fees none
Other expenses 0.23
- --------------------------------------------------------------------------------
Total operating expenses 0.53

Fee waiver and expense
reimbursement(4) 0.03
- --------------------------------------------------------------------------------
Net expenses(4) 0.50
- --------------------------------------------------------------------------------

Expense example (4)
- --------------------------------------------------------------------------------
The example below is intended to help you compare the cost of investing in the
fund with the cost of investing in other mutual funds. The example assumes:
$10,000 initial investment, 5% return each year, net expenses for the period
8/1/99 through 11/28/00 and total operating expenses thereafter, and all shares
sold at the end of each time period. The example is for comparison only; the
fund's actual return and your actual costs may be higher or lower.

- --------------------------------------------------------------------------------
1 yr. 3 yrs. 5 yrs. 10 yrs.
Your cost($) 51 167 293 662
- --------------------------------------------------------------------------------

(1) The fund commenced operations on 7/12/93. For the period 1/1/90 through
7/31/93 returns reflect performance of The Pierpont Tax Exempt Bond Fund,
the predecessor of the fund, which commenced operations on 10/3/84.

(2) The fund's fiscal year end is 7/31. Prior to 1999, the fiscal year end was
8/31.

(4) Reflects an agreement dated 7/30/99 by Morgan Guaranty Trust Company of
New York, an affiliate of J.P. Morgan, to reimburse the fund to the extent
expenses (excluding extraordinary expenses) exceed 0.50% of the fund's
average daily net assets through 11/28/00.

J.P. MORGAN INSTITUTIONAL TAX EXEMPT BOND FUND | 9
<PAGE>

J.P. MORGAN INSTITUTIONAL NEW YORK
TAX EXEMPT BOND FUND TICKER SYMBOL: JPNTX
- --------------------------------------------------------------------------------
REGISTRANT: J.P. MORGAN INSTITUTIONAL FUNDS
(J.P. MORGAN INSTITUTIONAL NEW YORK TAX EXEMPT BOND FUND)

[GRAPHIC OMITTED]
RISK/RETURN SUMMARY

For a more detailed discussion of the fund's investments and their main risks,
as well as fund strategies, please see pages 20-23.

[GRAPHIC OMITTED]
GOAL

The fund's goal is to provide a high level of tax exempt income for New York
residents consistent with moderate risk of capital. This goal can be changed
without shareholder approval.

[GRAPHIC OMITTED]
INVESTMENT APPROACH
Principal Strategies

The fund invests primarily in New York municipal securities that it believes
have the potential to provide high current income which is free from federal,
state, and New York City personal income taxes for New York residents. The fund
may also invest to a limited extent in securities of other states or
territories. To the extent that the fund invests in municipal securities of
other states, the income from such securities would be free from federal
personal income taxes for New York residents but would be subject to New York
State and New York City personal income taxes. For non-New York residents, the
income from New York municipal securities is free from federal personal income
taxes only. The fund may also invest in taxable securities. The fund's
securities may be of any maturity, but under normal market conditions the fund's
duration will generally range between three and seven years, similar to that of
the Lehman Brothers 1-16 Year Municipal Bond Index (currently 5.4 years). For a
description of duration, please see fixed income investment process on page 15.
At least 90% of assets must be invested in securities that, at the time of
purchase, are rated investment-grade (BBB/Baa or better) or are the unrated
equivalent. No more than 10% of assets may be invested in securities rated B or
BB.

Principal Risks

The fund's share price and total return will vary in response to changes in
interest rates. How well the fund's performance compares to that of similar
fixed income funds will depend on the success of the investment process, which
is described on page 15. Because most of the fund's investments will typically
be from issuers in the State of New York, its performance will be affected by
the fiscal and economic health of that state and its municipalities. The fund is
non-diversified and may invest more than 5% of assets in a single issuer, which
could further concentrate its risks. To the extent that the fund seeks higher
returns by investing in non-investment-grade bonds, often called junk bonds, it
takes on additional risks, since these bonds are more sensitive to economic news
and their issuers have a less secure financial condition.

PORTFOLIO MANAGEMENT

The fund's assets are managed by J.P. Morgan, which currently manages
approximately $349 billion, including more than $1.3 billion using similar
strategies as the fund.

The portfolio management team is led by Robert W. Meiselas, vice president, who
joined the team in June of 1997 and has been at J.P. Morgan since 1987, and
Benjamin Thompson, vice president, who joined the team in June of 1999. Prior to
joining J.P. Morgan, Mr. Thompson was a senior fixed income portfolio manager at
Goldman Sachs.

- --------------------------------------------------------------------------------
Before you invest

Investors considering the fund should understand that:

o There is no assurance that the fund will meet its investment goal.

o The fund does not represent a complete investment program.

10 | J.P. MORGAN INSTITUTIONAL NEW YORK TAX EXEMPT BOND FUND
<PAGE>

- --------------------------------------------------------------------------------
PERFORMANCE (unaudited)

The bar chart and table shown below provide some indication of the risks of
investing in J.P. Morgan Institutional New York Tax Exempt Bond Fund.

The bar chart indicates some of the risks by showing changes in the performance
of the fund's shares from year to year for each of the last 5 calendar years.

The table indicates some of the risks by showing how the fund's average annual
returns for the past year and the life of the fund compare to those of the
Lehman Brothers 1-16 Year Municipal Bond Index. This is a widely recognized,
unmanaged index of general obligation and revenue bonds with maturities of 1-16
years used as a measure of overall tax-exempt bond market performance.

The fund's past performance does not necessarily indicate how the fund will
perform in the future.

Year-by-year total return (%) Shows changes in returns by calendar year (1,2)
- --------------------------------------------------------------------------------
1995 1996 1997 1998 1999

20%

13.28
10%

7.68
5.61
4.21

0%
- --------------------------------------------------------------------------------
(0.73)

(10%)

[_] J.P. Morgan Institutional New York Tax Exempt Bond Fund

For the period covered by this year-by-year total return chart, the fund's
highest quarterly return was 4.86% (for the quarter ended 3/31/95) and the
lowest quarterly return was -1.78%(for the quarter ended 6/30/99).

Average annual total return (%) Shows performance over time, for periods ended December 31, 1999
- ------------------------------------------------------------------------------------------------------------------------------------
Past 1 yr. Life of fund(1)
<S> <C> <C>
J.P. Morgan Institutional New York Tax Exempt Bond Fund (after expenses) (0.73) 5.30
- ------------------------------------------------------------------------------------------------------------------------------------
Lehman Brothers 1-16 Year Municipal Bond Index (no expenses) (0.06) 5.95
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

- --------------------------------------------------------------------------------
INVESTOR EXPENSES

The expenses of the fund before and after reimbursement are shown at right. The
fund has no sales, redemption, exchange, or account fees, although some
institutions may charge you a fee for shares you buy through them. The annual
fund expenses after reimbursement are deducted from fund assets prior to
performance calculations.

Annual fund operating expenses(3) (%)
(expenses that are deducted from fund assets)
- --------------------------------------------------------------------------------
Management fees 0.30
Marketing (12b-1) fees none
Other expenses 0.29
- --------------------------------------------------------------------------------
Total operating expenses 0.59

Fee waiver and expense
reimbursement(4) 0.09
- --------------------------------------------------------------------------------
Net expenses(4) 0.50
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
1 yr. 3 yrs. 5 yrs. 10 yrs.
Your cost($) 51 180 320 729
- --------------------------------------------------------------------------------

(1) The fund commenced operations on 4/11/94, and returns reflect performance
of the fund from 4/30/94.

(2) The fund's fiscal year end is 7/31. Prior to 1999 the fiscal year end was
3/31.

(3) The fund has a master/feeder structure as described on page 19. This table
shows the fund's expenses and its share of master portfolio expenses for
the past fiscal year expressed as a percentage of average net assets.

(4) Reflects an agreement dated 7/30/99 by Morgan Guaranty Trust Company of
New York, an affiliate of J.P. Morgan, to reimburse the fund to the extent
expenses (excluding extraordinary expenses) exceed 0.50% of the fund's
average daily net assets through 11/28/00.

J.P. MORGAN INSTITUTIONAL NEW YORK TAX EXEMPT BOND FUND | 11
<PAGE>

J.P. MORGAN INSTITUTIONAL
CALIFORNIA BOND FUND TICKER SYMBOL: JPICX
- --------------------------------------------------------------------------------
REGISTRANT: J.P. MORGAN SERIES TRUST
(J.P. MORGAN CALIFORNIA BOND FUND: INSTITUTIONAL SHARES)

[GRAPHIC OMITTED]
RISK/RETURN SUMMARY

For a more detailed discussion of the fund's investments and their main risks,
as well as fund strategies, please see pages 20-23.

[GRAPHIC OMITTED]
GOAL

The fund's goal is to provide high after-tax total return for California
residents consistent with moderate risk of capital. This goal can be changed
without shareholder approval.

[GRAPHIC OMITTED]
INVESTMENT APPROACH
Principal Strategies

The fund invests primarily in California municipal securities that it believes
have the potential to provide high current income which is free from federal and
state personal income taxes for California residents. Because the fund's goal is
high after-tax total return rather than high tax-exempt income, the fund may
invest to a limited extent in securities of other states or territories. To the
extent that the fund invests in municipal securities of other states, the income
from such securities would be free from federal personal income taxes for
California residents but would be subject to California state personal income
taxes. For non-California residents, the income from California municipal
securities is free from federal personal income taxes only. The fund may also
invest in taxable securities. The fund's securities may be of any maturity, but
under normal market conditions the fund's duration will generally range between
three and ten years, similar to that of the Lehman Brothers 1-16 Year Municipal
Bond Index (currently 5.4 years). For a description of duration, please see
fixed income investment process on page 15. At least 90% of assets must be
invested in securities that, at the time of purchase, are rated investment-grade
(BBB/Baa or better) or are the unrated equivalent. No more than 10% of assets
may be invested in securities rated B or BB.

Principal Risks

The fund's share price and total return will vary in response to changes in
interest rates. How well the fund's performance compares to that of similar
fixed income funds will depend on the success of the investment process, which
is described on page 15. Because most of the fund's investments will typically
be from issuers in the State of California, its performance will be affected by
the fiscal and economic health of that state and its municipalities. The fund is
non-diversified and may invest more than 5% of assets in a single issuer, which
could further concentrate its risks. To the extent that the fund seeks higher
returns by investing in non-investment-grade bonds, often called junk bonds, it
takes on additional risks, because these bonds are more sensitive to economic
news and their issuers have a less secure financial condition.

PORTFOLIO MANAGEMENT

The fund's assets are managed by J.P. Morgan, which currently manages
approximately $349 billion, including more than $1.3 billion using similar
strategies as the fund.

- --------------------------------------------------------------------------------
Before you invest

Investors considering the fund should understand that:

o There is no assurance that the fund will meet its investment goal.

o The fund does not represent a complete investment program.

12 | J.P. MORGAN INSTITUTIONAL CALIFORNIA BOND FUND
<PAGE>

- --------------------------------------------------------------------------------
PERFORMANCE (unaudited)

The bar chart and table shown below provide some indication of the risks of
investing in J.P. Morgan Institutional California Bond Fund.

The bar chart indicates some of the risks by showing changes in the performance
of the fund's shares from year to year for each of the last 3 calendar years.

The table indicates some of the risks by showing how the fund's average annual
returns for the past year and life of fund compare to those of the Lehman
Brothers 1-16 Year Municipal Bond Index. This is a widely recognized, unmanaged
index of general obligation and revenue bonds with maturities of 1-16 years used
as a measure of overall tax-exempt bond market performance.

The fund's past performance does not necessarily indicate how the fund will
perform in the future.

Year-by-year total return (%) Shows changes in returns by calendar year (1,2)
- --------------------------------------------------------------------------------
1997 1998 1999

10%

7.72

5.60
5%

0%
- --------------------------------------------------------------------------------
(0.61)

(5%)

[ ] J.P. Morgan California Bond Fund: Institutional Shares

For the period covered by this year-by-year total return chart, the fund's
highest quarterly return was 3.44%(for the quarter ended 9/30/98) and the lowest
quarterly return was -2.03% (for the quarter ended 6/30/99).

Average annual total return % Shows performance over time, for periods ended December 31, 1999
- ------------------------------------------------------------------------------------------------------------------------------------
Past 1 yr. Life of fund(1)
<S> <C> <C>
J.P. Morgan California Bond Fund:Institutional Shares (after expenses) (0.61) 4.18
- ------------------------------------------------------------------------------------------------------------------------------------
Lehman Brothers 1-16 Year Municipal Bond Index (no expenses) (0.06) 4.66
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

- --------------------------------------------------------------------------------
INVESTOR EXPENSES

The expenses of the fund before reimbursement are shown at right. The fund has
no sales, redemption, exchange, or account fees, although some institutions may
charge you a fee for shares you buy through them. The annual fund expenses after
reimbursement are deducted from fund assets prior to performance calculations.

Annual fund operating expenses(3) %
(expenses that are deducted from fund assets)
- --------------------------------------------------------------------------------
Management fees 0.30
Marketing (12b-1) fees none
Other expenses4 0.42
- --------------------------------------------------------------------------------
Total annual fund
operating expenses 40.72
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
1 yr. 3 yrs. 5 yrs. 10 yrs.
Your cost($) 74 230 401 894
- --------------------------------------------------------------------------------

(1) The fund commenced operations on 12/23/96, and returns reflect performance
of the fund from 12/31/96.

(2) The fund's fiscal year end is 4/30.

(3) This table shows the fund's expenses for the past fiscal year, expressed
as a percentage of average net assets.

(4) After reimbursement, other expenses and total operating expenses are
0.20%and 0.50%, respectively. This reimbursement arrangement can be
changed or terminated at any time at the option of J.P. Morgan.

J.P. MORGAN INSTITUTIONAL CALIFORNIA BOND FUND | 13
<PAGE>

FIXED INCOME MANAGEMENT APPROACH
- --------------------------------------------------------------------------------

J.P. MORGAN

Known for its commitment to proprietary research and its disciplined investment
strategies, J.P. Morgan is the asset management choice for many of the world's
most respected corporations, financial institutions, governments, and
individuals. Today, J.P. Morgan employs over 380 analysts and portfolio managers
around the world and approximately $349 billion in assets under management,
including assets managed by the funds' advisor, J.P. Morgan Investment
Management Inc.

J.P. MORGAN INSTITUTIONAL FIXED INCOME FUNDS

These funds invest primarily in bonds and other fixed income securities, either
directly or through a master portfolio (another fund with the same goal). The
funds seek high total return or high current income.

While each fund follows its own strategy, the funds as a group share a single
investment philosophy. This philosophy, developed by the funds' advisor,
emphasizes the potential for consistently enhancing performance while managing
risk.

THE SPECTRUM OF FIXED INCOME FUNDS

The funds described in this prospectus pursue different goals and offer varying
degrees of risk and potential reward. The table below shows degrees of the
relative risk and return that these funds potentially offer. These and other
distinguishing features of each fixed income fund were described on the
preceding pages. Differences among these funds include:

o the types of securities they hold

o the tax status of the income they offer

o the relative emphasis on current income versus total return

- --------------------------------------------------------------------------------
Potential risk and return
- --------------------------------------------------------------------------------

[GRAPHIC OMITTED]

The positions of the funds in this graph reflect long-term performance goals
only, and are relative, not absolute.

* Based on tax-equivalent returns for an investor in the highest income tax
bracket.

- --------------------------------------------------------------------------------
Who May Want to Invest

The funds are designed for investors who:

o want to add an income investment to further diversify a portfolio

o want an investment whose risk/return potential is higher than that of
money market funds but generally less than that of stock funds

o want an investment that pays monthly dividends

o with regard to the Tax Exempt Bond Fund, are seeking income that is exempt
from federal personal income tax

o with regard to the state-specific funds, are seeking income that is exempt
from federal, state, and local (if applicable) personal income taxes in
New York or California

The funds are not designed for investors who:

o are investing for aggressive long-term growth

o require stability of principal

o with regard to the Global Strategic Income Fund, are not prepared to
accept a higher degree of risk than most traditional bond funds

o with regard to the federal or state tax-exempt funds, are investing
through a tax-deferred account such as an IRA

14 | FIXED INCOME MANAGEMENT APPROACH
<PAGE>

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

FIXED INCOME INVESTMENT PROCESS

J.P. Morgan seeks to generate an information advantage through the depth of its
global fixed-income research and the sophistication of its analytical systems.
Using a team-oriented approach, J.P. Morgan seeks to gain insights in a broad
range of distinct areas and takes positions in many different areas, helping the
funds to limit exposure to concentrated sources of risk.

In managing the funds described in this prospectus, J.P. Morgan employs a
three-step process that combines sector allocation, fundamental research for
identifying portfolio securities, and duration management.

[GRAPHIC OMITTED]
The funds invest across a range of
different types of securities

Sector allocation The sector allocation team meets monthly, analyzing the
fundamentals of a broad range of sectors in which a fund may invest. The team
seeks to enhance performance and manage risk by underweighting or overweighting
sectors.

[GRAPHIC OMITTED]

Each fund makes its portfolio decisions
as described earlier in this prospectus

[GRAPHIC OMITTED]
J.P. Morgan uses a disciplined process
to control each fund's sensitivity
to interest rates

Duration management Forecasting teams use fundamental economic factors to
develop strategic forecasts of the direction of interest rates. Based on these
forecasts, strategists establish each fund's target duration, a common
measurement of a security's sensitivity to interest rate movements. For
securities owned by a fund, duration measures the average time needed to receive
the present value of all principal and interest payments by analyzing cash flows
and interest rate movements. A fund's duration is generally shorter than a
fund's average maturity because the maturity of a security only measures the
time until final payment is due. Each fund's target duration typically remains
relatively close to the duration of the market as a whole, as represented by the
fund's benchmark. The strategists closely monitor the funds and make tactical
adjustments as necessary.

FIXED INCOME MANAGEMENT APPROACH | 15
<PAGE>

YOUR INVESTMENT
- --------------------------------------------------------------------------------

For your convenience, the J.P. Morgan Institutional Funds offer several ways to
start and add to fund investments.

INVESTING THROUGH A FINANCIAL PROFESSIONAL

INVESTING THROUGH AN EMPLOYER-SPONSORED RETIREMENT PLAN

Your fund investments are handled through your plan. Refer to your plan
materials or contact your benefits office for information on buying, selling, or
exchanging fund shares.

INVESTING THROUGH AN IRA OR ROLLOVER IRA

Please contact a J.P. Morgan Retirement Services Specialist at 1-888-576-4472
for information on J.P. Morgan's comprehensive IRA services, including lower
minimum investments.

INVESTING DIRECTLY

Investors may establish accounts without the help of an intermediary by using
the instructions below and at right:

o Choose a fund (or funds) and determine the amount you are investing. The
minimum amount for initial investments is $5,000,000 for the Short Term
Bond, Bond, Tax Exempt Bond, New York Tax Exempt Bond and California Bond
funds and $1,000,000 for the Global Strategic Income Fund and for
additional investments $25,000, although these minimums may be less for
some investors. For more information on minimum investments, call
1-800-766-7722.

o Mail in your application, making your initial investment as shown at
right.

For answers to any questions, please speak with a J.P. Morgan Funds Services
Representative at 1-800-766-7722.

OPENING YOUR ACCOUNT

By wire

o Mail your completed application to the Shareholder Services Agent.

o Call the Shareholder Services Agent to obtain an account number and to
place a purchase order. Funds that are wired without a purchase order will
be returned uninvested.

o After placing your purchase order, instruct your bank to wire the amount
of your investment to:

By check

o Make out a check for the investment amount payable to J.P. Morgan
Institutional Funds.

o Mail the check with your completed application to the Shareholder Services
Agent.

By exchange

o Call the Shareholder Services Agent to effect an exchange.

ADDING TO YOUR ACCOUNT

By wire

o Call the Shareholder Services Agent to place a purchase order. Funds that
are wired without a purchase order will be returned uninvested.

o Once you have placed your purchase order, instruct your bank to wire the
amount of your investment as described above.

By check

o Make out a check for the investment amount payable to J.P. Morgan
Institutional Funds.

o Mail the check with a completed investment slip to the Shareholder
Services Agent. If you do not have an investment slip, attach a note
indicating your account number and how much you wish to invest in which
fund(s).

By exchange

o Call the Shareholder Services Agent to effect an exchange.

16 | YOUR INVESTMENT
<PAGE>

SELLING SHARES

By phone -- wire payment

o Call the Shareholder Services Agent to verify that the wire redemption
privilege is in place on your account. If it is not, a representative can
help you add it.

By phone-- check payment

In writing

o Indicate whether you want the proceeds sent by check or by wire.

o Make sure the letter is signed by an authorized party. The Shareholder
Services Agent may require additional information, such as a signature
guarantee.

o Mail the letter to the Shareholder Services Agent.

By exchange

o Call the Shareholder Services Agent to effect an exchange.

Redemption In Kind

o Each fund reserves the right to make redemptions of over $250,000 in
securities rather than in cash.

ACCOUNT AND TRANSACTION POLICIES

Telephone orders The funds accept telephone orders from all shareholders. To
guard against fraud, the funds require shareholders to use a PIN, and may record
telephone orders or take other reasonable precautions. However, if a fund does
take such steps to ensure the authenticity of an order, you may bear any loss if
the order later proves fraudulent.

Exchanges You may exchange shares in these funds for shares in any other J.P.
Morgan Institutional or J.P. Morgan mutual fund at no charge (subject to the
securities laws of your state). When making exchanges, it is important to
observe any applicable minimums. Keep in mind that for tax purposes an exchange
is considered a sale.

A fund may alter, limit, or suspend its exchange policy at any time.

Business hours and NAV calculations The funds' regular business days and hours
are the same as those of the New York Stock Exchange (NYSE). Each fund
calculates its net asset value per share (NAV) every business day as of the
close of trading on the NYSE (normally 4:00 p.m. eastern time). Each fund's
securities are typically priced using pricing services or market quotes. When
these methods are not available or do not represent a security's value at the
time of pricing (e.g., when an event occurs after the close of trading that
would materially impact a security's value), the security is valued in
accordance with the fund's fair valuation procedures.

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

Shareholder Services Agent
J.P. Morgan Funds Services
522 Fifth Avenue New
York, NY 10036
1-800-766-7722

Representatives are available 8:00 a.m. to 5:00 p.m. eastern time on fund
business days.

YOUR INVESTMENT | 17
<PAGE>

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

Timing of settlements When you buy shares, you will become the owner of record
when a fund receives your payment, generally the day following execution. When
you sell shares, proceeds are generally available the day following execution
and will be forwarded according to your instructions.

When you sell shares that you recently purchased by check, your order will be
executed at the next NAV but the proceeds will not be available until your check
clears. This may take up to 15 days.

Statements and reports The funds send monthly account statements as well as
confirmations after each purchase or sale of shares (except reinvestments).
Every six months each fund sends out an annual or semi-annual report containing
information on its holdings and a discussion of recent and anticipated market
conditions and fund performance.

Accounts with below-minimum balances If your account balance falls below the
minimum for 30 days as a result of selling shares (and not because of
performance), each fund reserves the right to request that you buy more shares
or close your account. If your account balance is still below the minimum 60
days after notification, each fund reserves the right to close out your account
and send the proceeds to the address of record.

DIVIDENDS AND DISTRIBUTIONS

Income dividends are typically declared daily and paid monthly. If an investor's
shares are redeemed during the month, accrued but unpaid dividends are paid with
the redemption proceeds. Shares of a fund earn dividends on the business day the
purchase is effective, but not on the business day the redemption is effective.
Each fund distributes capital gains, if any, once a year. However, a fund may
make more or fewer payments in a given year, depending on its investment results
and its tax compliance situation. Each fund's dividends and distributions
consist of most or all of its net investment income and net realized capital
gains.

TAX CONSIDERATIONS

In general, selling shares, exchanging shares, and receiving distributions
(whether reinvested or taken in cash) are all taxable events. These transactions
typically create the following tax liabilities for taxable accounts:

- --------------------------------------------------------------------------------
Transaction Tax status

Income dividends from the Exempt from federal, state, and New York City New York
Tax Exempt Bond personal income taxes for New York residents Fund only

Income dividends from the Exempt from federal and state personal income
California Bond Fund taxes for California residents only

Income dividends from the Exempt from federal personal income taxes
Tax Exempt Bond Fund

Income dividends from Ordinary income
all other funds

Short-term capital gains Ordinary income
distributions

Long-term capital gains Capital gains
distributions

Sales or exchanges of Capital gains or losses
shares owned for more
than one year

Sales or exchanges of Gains are treated as ordinary income; losses are
shares owned for one year subject to special rules
or less

Because long-term capital gains distributions are taxable as capital gains
regardless of how long you have owned your shares, you may want to avoid making
a substantial investment when a fund is about to declare a long-term capital
gains distribution. A portion of the Tax Exempt Bond, New York Tax Exempt Bond
and California Bond funds' returns may be subject to federal, state, or local
tax, or the alternative minimum tax. Every January, each fund issues tax
information on its distributions for the previous year. Any investor for whom a
fund does not have a valid taxpayer identification number will be subject to
backup withholding for taxes. The tax considerations described in this section
do not apply to tax-deferred accounts or other non-taxable entities. Because
each investor's tax circumstances are unique, please consult your tax
professional about your fund investment.

18 | YOUR INVESTMENT
<PAGE>

FUND DETAILS
- --------------------------------------------------------------------------------

BUSINESS STRUCTURE

As noted earlier, each fund (except the California Bond Fund) is a series of
J.P. Morgan Institutional Funds, a Massachusetts business trust, and is a
"feeder" fund that invests in a master portfolio. (Except where indicated, this
prospectus uses the term "the fund" to mean the feeder fund and its master
portfolio taken together.)

Each master portfolio accepts investments from other feeder funds, and all the
feeders of a given master portfolio bear the portfolio's expenses in proportion
to their assets. However, each feeder can set its own transaction minimums,
fund-specific expenses and other conditions. This means that one feeder could
offer access to the same master portfolio on more attractive terms, or could
experience better performance, than another feeder. Information about other
feeders is available by calling 1-800-766-7722. Generally, when a master
portfolio seeks a vote, each of its feeder funds will hold a shareholder meeting
and cast its vote proportionately, as instructed by its shareholders. Fund
shareholders are entitled to one full or fractional vote for each dollar or
fraction of a dollar invested.

Each feeder fund and its master portfolio expect to maintain consistent goals,
but if they do not, the feeder fund will withdraw from the master portfolio,
receiving its assets either in cash or securities. Each feeder fund's trustees
would then consider whether it should hire its own investment adviser, invest in
a different master portfolio, or take other action.

The California Bond Fund is a series of J.P. Morgan Series Trust, a
Massachusetts business trust. Information about other series or classes is
available by calling 1-800-766-7722. In the future, the trustees could create
other series or share classes, which would have different expenses.

MANAGEMENT AND ADMINISTRATION

The feeder funds described in this prospectus, their corresponding master
portfolios, and J.P. Morgan Series Trust are all governed by the same trustees.
The trustees are responsible for overseeing all business activities. The
trustees are assisted by Pierpont Group, Inc., which they own and operate on a
cost basis; costs are shared by all funds governed by these trustees. Funds
Distributor, Inc., as co-administrator, along with J.P. Morgan, provides fund
officers. J.P. Morgan, as co-administrator, oversees each fund's other service
providers.

J.P. Morgan, subject to the expense reimbursements described earlier in this
prospectus, receives the following fees for investment advisory and other
services:

Advisory services Percentage of the master portfolio's average net
assets
Short Term Bond 0.25%
Bond 0.30%
Global Strategic Income 0.45%
Tax Exempt Bond 0.30%
New York Tax Exempt Bond 0.30%

Administrative services Master portfolio's and fund's pro-rata portions
(fee shared with Funds of 0.09% of the first $7 billion in J.P.
Distributor, Inc.) Morgan-advised portfolios, plus 0.04% of average
net assets over $7 billion

Shareholder services 0.10% of each fund's average net assets

The California Bond Fund, subject to the expense reimbursements described
earlier in this prospectus, pays J.P. Morgan the following fees for investment
advisory and other services:

Advisory services 0.30% of the fund's average net assets

Administrative services Fund's pro-rata portion of 0.09% of the first
(fee shared with Funds $7 billion of average net assets in J.P.
Distributor, Inc.) Morgan-advised portfolios, plus 0.04% of average
assets over $7 billion

Shareholder services 0.10% of the fund's average net assets

J.P. Morgan may pay fees to certain firms and professionals for providing
recordkeeping or other services in connection with investments in a fund.

FUND DETAILS | 19
<PAGE>

RISK AND REWARD ELEMENTS

This table discusses the main elements that make up each fund's overall risk and
reward characteristics. It also outlines each fund's policies toward various
investments, including those that are designed to help certain funds manage
risk.

o Each fund's share price, o Bonds have generally o Under normal circumstances
yield, and total return will outperformed money market the funds plan to
remain fluctuate in response to investments over the long fully invested in
bonds and bond market movements term, with less risk than other fixed income
stocks securities as noted in the
o The value of most bonds will table on pages 22-23
fall when interest rates o Most bonds will rise in
rise; the longer a bond's value when interest rates o The funds seek to limit risk
maturity and the lower its fall and enhance total return or
credit quality, the more its yields through careful
value typically falls o Mortgage-backed and management, sector
asset-backed securities can allocation, individual
o Adverse market conditions offer attractive returns securities selection, and
may from time to time cause duration management
a fund to take temporary
defensive positions that are o During severe market
inconsistent with its downturns, the funds have
principal investment the option of investing up
strategies and may hinder a to 100% of assets in
fund from achieving its investment-grade short-term
investment objective securities

o Mortgage-backed and o J.P. Morgan monitors
asset-backed securities interest rate trends, as
(securities representing an well as geographic and
interest in, or secured by, demographic information
a pool of mortgages or other related to mortgage-backed
assets such as receivables) securities and mortgage
could generate capital prepayments
losses or periods of low
yields if they are paid off
substantially earlier or
later than anticipated

Credit quality

o The default of an issuer o Investment-grade bonds have o Each fund maintains its own
would leave a fund with a lower risk of default policies for balancing
unpaid interest or principal credit quality against
o Junk bonds offer higher potential yields and gains
o Junk bonds (those rated yields and higher potential in light of its investment
BB/Ba or lower) have a gains goals
higher risk of default, tend
to be less liquid, and may o J.P. Morgan develops its own
be more difficult to value ratings of unrated
securities and makes a
credit quality determination
for unrated securities

Foreign investments

o A fund could lose money o Foreign bonds, which o Foreign bonds are a primary
because of foreign represent a major portion of investment only for the
government actions, the world's fixed income Global Strategic Income fund
political instability, or securities, offer attractive and may be a significant
lack of adequate and potential performance and investment for the Short
accurate information opportunities for Term Bond and Bond funds;
diversification the Tax Exempt Bond, New
o Currency exchange rate York Tax Exempt Bond and
movements could reduce gains o Favorable exchange rate California Bond funds are
or create losses movements could generate not permitted to invest any
gains or reduce losses assets in foreign bonds
o Currency and investment
risks tend to be higher in o Emerging markets can offer o To the extent that a fund
emerging markets higher returns invests in foreign bonds, it
may
manage
the
currency
exposure
of
its
foreign
investments
relative
to
its
benchmark,
and
may
hedge
a
portion
of
its
foreign
currency
exposure
into
the
U.S.
dollar
from
time
to
time
(see
also
"Derivatives");
these
currency
management
techniques
may
not
be
available
for
certain
emerging
markets
investments

When-issued and delayed delivery
securities

o When a fund buys securities o A fund can take advantage of o Each fund uses
segregated before issue or for delayed attractive transaction accounts to
offset leverage delivery, it could be opportunities risk exposed to leverage
risk if it does not use segregated accounts
</TABLE>

20 | FUND DETAILS
<PAGE>

Management choices

o A fund could underperform o A fund could outperform its o J.P. Morgan focuses its
its benchmark due to its benchmark due to these same active management on those
sector, securities or choices areas where it believes its
duration choices commitment to research can
most enhance returns and
manage risks in a consistent
way

Derivatives

o Derivatives such as futures, o Hedges that correlate well o The funds use derivatives,
options, swaps and forward with underlying positions such as futures, options,
foreign currency contracts can reduce or eliminate swaps and forward foreign
that are used for hedging losses at low cost currency contracts for
the portfolio or specific hedging and for risk
securities may not fully o A fund could make money and management (i.e., to adjust
offset the underlying protect against losses if duration or yield curve
positions(1) and this could management's analysis proves exposure, or to establish or
result in losses to the fund correct adjust exposure to
that would not have particular securities,
otherwise occurred o Derivatives that involve markets, or currencies);
leverage could generate risk management may include
o Derivatives used for risk substantial gains at low management of a fund's
management may not have the cost exposure relative to its
intended effects and may benchmark; the Tax Exempt
result in losses or missed Bond, New York Tax Exempt
opportunities Bond and California Bond
funds are permitted to enter
o The counterparty to a into futures and options
derivatives contract could transactions, however, these
default transactions result in
taxable gains or losses so
o Certain types of derivatives it is expected that these
involve costs to the funds funds will utilize them
which can reduce returns infrequently; forward
foreign currency contracts
o Derivatives that involve are not permitted to be used
leverage could magnify by the Tax Exempt Bond, New
losses York Tax Exempt Bond and
California Bond funds

o The
funds
only
establish
hedges
that
they
expect
will
be
highly
correlated
with
underlying
positions

o
While
the
funds
may
use
derivatives
that
incidentally
involve
leverage,
they
do
not
use
them
for
the
specific
purpose
of
leveraging
their
portfolios

Securities lending

o When a fund lends a o A fund may enhance income o J.P. Morgan maintains a list
security, there is a risk through the investment of of approved borrowers
that the loaned securities the collateral received from
may not be returned if the the borrower o The fund receives collateral
borrower defaults equal to at least 100% of
the current value of
o The collateral will be securities loaned
subject to the risks of the
securities in which it is o The lending agents indemnify
invested a fund against borrower
default

o J.P. Morgan's collateral
investment guidelines limit
the quality and duration of
collateral investment to
minimize losses

o
Upon
recall,
the
borrower
must
return
the
securities
loaned
within
the
normal
settlement
period

Illiquid holdings

o A fund could have difficulty o These holdings may offer o No fund may invest more than
valuing these holdings more attractive yields or 15% of net assets in
precisely potential growth than illiquid holdings
comparable widely traded
o A fund could be unable to securities o To maintain adequate
sell these holdings at the liquidity to meet
time or price desired redemptions, each fund may

hold
investment-grade
short-term
securities
(including
repurchase
agreements
and
reverse
repurchase
agreements)
and,
for
temporary
or
extraordinary
purposes,
may
borrow
from
banks
up
to
331/3%
of
the
value
of
its
total
assets

Short-term trading

o Increased trading would o A fund could realize gains o The funds may use short-term
raise a fund's transaction in a short period of time trading to take advantage of
costs attractive or unexpected
o A fund could protect against opportunities or to meet
o Increased short-term capital losses if a bond is demands generated by
gains distributions would overvalued and its value shareholder activity. The
raise shareholders' income later falls> turnover rate for each fund
tax liability for its most recent fiscal

year
end
is
as
follows:
Short
Term
Bond
(398%),
Bond
(465%),
Global
Strategic
Income
(318%),
Tax
Exempt
Bond,
for
the
eleven
months
ended
7/31/99
(29%),
New
York
Tax
Exempt
Bond,
for
the
four
months
ended
7/31/99
(8%),
and
California
Bond
(40%)
</TABLE>

(1) A futures contract is an agreement to buy or sell a set quantity of an
underlying instrument at a future date, or to make or receive a cash
payment based on changes in the value of a securities index. An option is
the right to buy or sell a set quantity of an underlying instrument at a
pre-determined price. A swap is a privately negotiated agreement to
exchange one stream of payments for another. A forward foreign currency
contract is an obligation to buy or sell a given currency on a future date
and at a set price.

FUND DETAILS | 21
<PAGE>

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

- --------------------------------------------------------------------------------
INVESTMENTS
- --------------------------------------------------------------------------------
This table discusses the customary types of investments which can be held by
each fund. In each case the principal types of risk are listed on the following
page (see below for definitions). This table reads across two pages.

|X| Permitted (and if applicable, percentage limitation) percentage
of total assets - bold percentage of net assets - italics
|_| Permitted, but not typically used
+ Permitted, but no current intention of use
++ Not permitted

<TABLE>
<CAPTION>
New
York
Short Global Tax Tax Cali-
Term Strategic Exempt Exempt fornia
Bond Bond Income Bond Bond Bond
<S> <C> <C> <C> <C> <C> <C> <C>

- ------------------------------- ----- ----- ------ ----- ----- -----
Asset-backed securities credit, interest rate, market, |X| |X| |X| |_| |_| |_|
Interests in a stream of prepayment
payments from specific assets,
such as auto or credit card
receivables.
- ------------------------------- ----- ----- ------ ----- ----- -----
Bank obligations Negotiable credit, currency, liquidity, |X|(1) |X|(1) |X| |_| |_| |_|
certificates of deposit, time political Domestic Domestic Domestic
deposits and bankers' Only Only Only
acceptances of domestic and
foreign issuers.
- ------------------------------- ----- ----- ------ ----- ----- -----
Commercial paper Unsecured credit, currency, interest rate, |X|(1) |X|(1) |_| |X| |X| |X|
short term debt issued by liquidity, market, political
domestic and foreign banks or
corporations. These securities
are usually discounted and are
rated by S&P or Moody's.
- ------------------------------- ----- ----- ------ ----- ----- -----
Convertible securities credit, currency, interest rate, |X|(1) |X|(1) |_| ++ ++ ++
Domestic and foreign debt liquidity, market, political,
securities that can be valuation
converted into equity
securities at a future time
and price.
- ------------------------------- ----- ----- ------ ----- ----- -----
Corporate bonds Debt credit, currency, interest rate, |X|(1) |X|(1) |X| ++ ++ ++
securities of domestic and liquidity, market, political,
foreign industrial, utility, valuation
banking, and other financial
institutions.
- ------------------------------- ----- ----- ------ ----- ----- -----
Mortgages (directly held) credit, environmental, extension, |X| |X| |X| + + +
Domestic debt instrument which interest rate, liquidity, market,
gives the lender a lien on natural event, political,
property as security for the prepayment, valuation
loan payment.
- ------------------------------- ----- ----- ------ ----- ----- -----
Mortgage-backed securities credit, currency, extension, |X|(1) |X|(1) |X| ++ ++ ++
Domestic and foreign interest rate, leverage, market,
securities (such as Ginnie political, prepayment
Maes, Freddie Macs, Fannie
Maes) which represent
interests in pools of
mortgages, whereby the
principal and interest paid
every month is passed through
to the holder of the
securities.
- ------------------------------- ----- ----- ------ ----- ----- -----
Mortgage dollar rolls The currency, extension, interest |X|(1) |X|(1) |X|(3) ++ ++ ++
purchase of domestic or rate, leverage, liquidity, market, (3) (3)
foreign mortgage-backed political, prepayment
securities with the promise to
purchase similar securities
upon the maturity of the
original security. Segregated
accounts are used to offset
leverage risk.
- ------------------------------- ----- ----- ------ ----- ----- -----
Participation interests credit, currency, extension, |X|(1) |X|(1) |X| ++ ++ ++
Interests that represent a interest rate, liquidity,
share of domestic or foreign political, prepayment
bank debt or similar
securities or obligations.
- ------------------------------- ----- ----- ------ ----- ----- -----
Private placements Bonds or credit, interest rate, liquidity, |X| |X| |X| |X| |X| |X|
other investments that are market, valuation
sold directly to an
institutional investor.
- ------------------------------- ----- ----- ------ ----- ----- -----
REITs and other real-estate credit, interest rate, liquidity, |X| |X| |X| ++ ++ ++
related instruments Securities market, natural event, prepayment,
of issuers that invest in real valuation
estate or are secured by real
estate.
- ------------------------------- ----- ----- ------ ----- ----- -----
Repurchase agreements credit |X| |X| |X| |_| |_| |_|
Contracts whereby the fund
agrees to purchase a security
and resell it to the seller on
a particular date and at a
specific price.
- ------------------------------- ----- ----- ------ ----- ----- -----
Reverse repurchase agreements credit |X|(3) |X|(3) |X|(3) |_|(3) |_|(3) |_|(3)
Contracts whereby the fund
sells a security and agrees to
repurchase it from the buyer
on a particular date and at a
specific price. Considered a
form of borrowing.
- ------------------------------- ----- ----- ------ ----- ----- -----
Sovereign debt, Brady bonds, credit, currency, interest rate, |X|(1) |X|(1) |X| ++ ++ ++
and debt of supranational market, political
organizations Dollar- or
non-dollar-denominated
securities issued by foreign
governments or supranational
organizations. Brady bonds are
issued in connection with debt
restructurings.
- ------------------------------- ----- ----- ------ ----- ----- -----
Swaps Contractual agreement credit, currency, interest rate, |X|(1) |X|(1) |X| |X| ++ ++
whereby a domestic or foreign leverage, market, political
party agrees to exchange
periodic payments with a
counterparty. Segregated
accounts are used to offset
leverage risk.
- ------------------------------- ----- ----- ------ ----- ----- -----
Synthetic variable rate credit, interest rate, leverage, ++ ++ ++ |X| |X| |X|
instruments Debt instruments liquidity, market
whereby the issuer agrees to exchange one security for another in order to
change the maturity or quality of a security in the fund.
- ------------------------------- ----- ----- ------ ----- ----- -----
Tax exempt municipal credit, interest rate, market, |_| |_| ++ |X|(2) |X|(2) |X|(2)
securities Securities, natural event, political
generally issued as general
obligation and revenue bonds,
whose interest is exempt from
federal taxation and state
and/or local taxes in the
state where the securities
were issued.
- ------------------------------- ----- ----- ------ ----- ----- -----
U.S. government securities interest rate |X| |X| |X| |X| |X| |X|
Debt instruments (Treasury
bills, notes, and bonds)
guaranteed by the U.S.
government for the timely
payment of principal and
interest.
- ------------------------------- ----- ----- ------ ----- ----- -----
Zero coupon, pay-in-kind, and credit, currency, interest rate, |X|(1) |X|(1) |X| |X| |X| |X|
deferred payment securities liquidity, market, political,
Domestic and foreign valuation
securities offering non-cash
or delayed-cash payment. Their
prices are typically more
volatile than those of some
other debt instruments and
involve certain special tax
considerations.
</TABLE>

Risk related to certain investments held by J.P. Morgan Institutional fixed
income funds:

Credit risk The risk a financial obligation will not be met by the issuer of a
security or the counterparty to a contract, resulting in a loss to the
purchaser.

Currency risk The risk currency exchange rate fluctuations may reduce gains or
increase losses on foreign investments.

Environmental risk The risk that an owner or operator of real estate may be
liable for the costs associated with hazardous or toxic substances located on
the property.

Extension risk The risk a rise in interest rates will extend the life of a
mortgage-backed security to a date later than the anticipated prepayment date,
causing the value of the investment to fall.

Leverage risk The risk of gains or losses disproportionately higher than the
amount invested.

Liquidity risk The risk the holder may not be able to sell the security at the
time or price it desires.

Natural event risk The risk a natural disaster, such as a hurricane or similar
event, will cause severe economic losses and default in payments by the issuer
of the security.

Political risk The risk governmental policies or other political actions will
negatively impact the value of the investment.

Prepayment risk The risk declining interest rates will result in unexpected
prepayments, causing the value of the investment to fall.

Valuation risk The risk the estimated value of a security does not match the
actual amount that can be realized if the security is sold.

(1) For each of the Short Term Bond and Bond funds, all foreign securities in
the aggregate may not exceed 25% of such fund's assets.

(2) At least 65% of the California Bond Fund's assets must be in California
municipal securities, at least 65% of the New York Tax Exempt Bond Fund's
assets must be in New York municipal securities, and at least 80% of the
New York Tax Exempt and Tax Exempt Bond Funds' assets must be in tax
exempt securities.

(3) All forms of borrowing (including securities lending and reverse
repurchase agreements) in the aggregate may not exceed 33 1/3% of the
fund's total assets.

22 & 23 | FUND DETAILS
<PAGE>

- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

The financial highlights tables are intended to help you understand each fund's
financial performance for the past one through five fiscal years or periods, as
applicable. Certain information reflects financial results for a single fund
share. The total returns in the tables represent the rate that an investor would
have earned (or lost) on an investment in a fund (assuming reinvestment of all
dividends and distributions). Except where noted, this information has been
audited by PricewaterhouseCoopers LLP, whose reports, along with each fund's
financial statements, are included in the respective fund's annual report, which
are available upon request.

================================================================================
J.P. MORGAN INSTITUTIONAL SHORT TERM BOND FUND

Per-share data For years ended October 31
- ------------------------------------------------------------------------------------------------------------------------------------
1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year ($) 9.60 9.83 9.85 9.84 9.96
- ------------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income ($) 0.58 0.55 0.61 0.59 0.58
Net realized and unrealized gain (loss) on investment ($) 0.24 0.02 (0.01) 0.12 (0.29)
- ------------------------------------------------------------------------------------------------------------------------------------
Total from investment operations ($) 0.82 0.57 0.60 0.71 (0.29)
- ------------------------------------------------------------------------------------------------------------------------------------
Distributions to shareholders from:
Net investment income ($) (0.59) (0.55) (0.61) (0.59) (0.54)
Net realized gain ($) -- -- -- -- (0.04)
- ------------------------------------------------------------------------------------------------------------------------------------
Total distributions to shareholders ($) (0.59) (0.55) (0.61) (0.59) (0.58)
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of year ($) 9.83 9.85 9.84 9.96 9.67
- ------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
Ratios and supplemental data
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Total return (%) 8.81 6.01 6.27 7.40 3.03
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of year ($ thousands) 18,916 17,810 27,375 232,986 354,267
- ------------------------------------------------------------------------------------------------------------------------------------
Ratio to average net assets:
Net expenses (%) 0.45 0.37 0.25 0.25 0.29
- ------------------------------------------------------------------------------------------------------------------------------------
Net investment income (%) 6.09 5.69 6.19 5.84 5.51
- ------------------------------------------------------------------------------------------------------------------------------------
Expenses without reimbursement (%) 0.67 1.37 0.96 0.62 0.51
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

24 | FUND DETAILS
<PAGE>

- --------------------------------------------------------------------------------
================================================================================
J.P. MORGAN INSTITUTIONAL BOND FUND

<TABLE>

<CAPTION>
Per-share data For years ended October 31
- ------------------------------------------------------------------------------------------------------------------------------------
1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year ($) 9.23 9.98 9.84 10.01 10.10
- ------------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income ($) 0.63 0.61 0.65 0.64 0.57
Net realized and unrealized gain (loss) on investment ($) 0.75 (0.11) 0.18 0.15 (0.57)
- ------------------------------------------------------------------------------------------------------------------------------------
Total from investment operations ($) 1.38 0.50 0.83 0.79 --
- ------------------------------------------------------------------------------------------------------------------------------------
Distributions to shareholders from:
Net investment income ($) (0.63) (0.61) (0.64) (0.63) (0.57)
Net realized gain ($) -- (0.03) (0.02) (0.07) (0.12)
- ------------------------------------------------------------------------------------------------------------------------------------
Total distributions to shareholders ($) (0.63) (0.64) (0.66) (0.70) (0.69)
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of year ($) 9.98 9.84 10.01 10.10 9.41
- ------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
Ratios and supplemental data
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Total return (%) 15.50 5.21 8.78 8.18 0.03
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of year ($ thousands) 438,610 836,066 912,054 1,001,411 1,041,330
- ------------------------------------------------------------------------------------------------------------------------------------
Ratio to average net assets:
Net expenses (%) 0.47 0.50 0.50 0.49 0.50
- ------------------------------------------------------------------------------------------------------------------------------------
Net investment income (%) 6.62 6.28 6.59 6.32 5.92
- ------------------------------------------------------------------------------------------------------------------------------------
Expenses without reimbursement (%) 0.52 0.53 0.50 0.50 0.51
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

================================================================================

J.P. MORGAN INSTITUTIONAL GLOBAL STRATEGIC INCOME FUND

Per-share data For periods ended October 31
- ------------------------------------------------------------------------------------------------------------------------------------
1997(1) 1998 1999
<S> <C> <C> <C>
Net asset value, beginning of period ($) 10.00 10.16 9.72
- ------------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income ($) 0.46 0.75 0.62
- ------------------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss) on investment ($) 0.15 (0.45) (0.37)
- ------------------------------------------------------------------------------------------------------------------------------------
Total from investment operations ($) 0.61 0.30 0.25
- ------------------------------------------------------------------------------------------------------------------------------------
Distributions to shareholders from:
Net investment income ($) (0.45) (0.70) (0.62)
Net realized gain ($) -- (0.02) --
Return of capital -- (0.02) --
- ------------------------------------------------------------------------------------------------------------------------------------
Total distributions to shareholders ($) (0.45) (0.74) (0.62)
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period ($) 10.16 9.72 9.35
- ------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
Ratios and supplemental data
- ------------------------------------------------------------------------------------------------------------------------------------
Total return (%) 6.15(2) 2.91 2.62
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ thousands) 105,051 223,700 183,085
- ------------------------------------------------------------------------------------------------------------------------------------
Ratio to average net assets:
Net expenses (%) 0.65(3) 0.65 0.65
- ------------------------------------------------------------------------------------------------------------------------------------
Net investment income (%) 7.12(3) 6.59 6.70
- ------------------------------------------------------------------------------------------------------------------------------------
Expenses without reimbursement (%) 1.18(3) 0.83 0.78
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) The fund commenced operations on 3/17/97.
(2) Not annualized.
(3) Annualized.

FUND DETAILS | 25
<PAGE>

- --------------------------------------------------------------------------------
================================================================================
J.P. MORGAN INSTITUTIONAL TAX EXEMPT BOND FUND

For the 11
months
Per-share data For periods ended ended
- ------------------------------------------------------------------------------------------------------------------------------------
8/31/94 8/31/95 8/31/96 8/31/97 8/31/98 7/31/99
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period ($) 10.07 9.75 10.01 9.92 10.12 10.38
- ------------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income ($) 0.48 0.49 0.48 0.48 0.47 0.41
Net realized and unrealized gain (loss) on investment ($) (0.32) 0.26 (0.07) 0.20 0.26 (0.30)
- ------------------------------------------------------------------------------------------------------------------------------------
Total from investment operations ($) 0.16 0.75 0.41 0.68 0.73 0.11
- ------------------------------------------------------------------------------------------------------------------------------------
Distributions to shareholders from:

Net investment income ($) (0.48) (0.49) (0.48) (0.48) (0.47) (0.41)
Net realized gain ($) -- -- (0.02) (0.00)(1) -- (0.01)
- ------------------------------------------------------------------------------------------------------------------------------------
Total distributions to shareholders ($) (0.48) (0.49) (0.50) (0.48) (0.47) (0.42)
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period ($) 9.75 10.01 9.92 10.12 10.38 10.07
- ------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
Ratios and supplemental data
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Total return (%) 1.61 8.00 4.13 7.06 7.37 1.01(2)
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ thousands) 16,415 59,867 121,131 201,614 316,594 388,933
- ------------------------------------------------------------------------------------------------------------------------------------
Ratio to average net assets:
Net expenses (%) 0.50 0.50 0.50 0.50 0.50 0.50(3)
- ------------------------------------------------------------------------------------------------------------------------------------
Net investment income (%) 4.70 5.09 4.82 4.83 4.58 4.37(3)
- ------------------------------------------------------------------------------------------------------------------------------------
Expenses without reimbursement (%) 1.98 0.71 0.60 0.56 0.53 0.53(3)
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Less than $0.01 per share.
(2) Not annualized.
(3) Annualized.

================================================================================
J.P. MORGAN INSTITUTIONAL NEW YORK TAX EXEMPT BOND FUND

<TABLE>
<CAPTION>
For the
four months
Per-share data For fiscal periods ended ended
- ------------------------------------------------------------------------------------------------------------------------------------
3/31/95(1) 3/31/96 3/31/97 3/31/98 3/31/99 7/31/99
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period ($) 10.00 10.11 10.34 10.31 10.67 10.72
- ------------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income ($) 0.42 0.49 0.48 0.48 0.45 0.14
Net realized and unrealized gain (loss) on investment ($) 0.11 0.25 (0.02) 0.40 0.13 (0.28)
- ------------------------------------------------------------------------------------------------------------------------------------
Total from investment operations ($) 0.53 0.74 0.46 0.88 0.58 (0.14)
- ------------------------------------------------------------------------------------------------------------------------------------
Distributions to shareholders from:
Net investment income ($) (0.42) (0.49) (0.48) (0.48) (0.45) (0.14)
Net realized gain ($) -- (0.02) (0.01) (0.04) (0.08) (0.02)
- ------------------------------------------------------------------------------------------------------------------------------------
Total distributions to shareholders ($) (0.42) (0.51) (0.49) (0.52) (0.53) (0.16)
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period ($) 10.11 10.34 10.31 10.67 10.72 10.42
- ------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
Ratios and supplemental data
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Total return (%) 5.49(2) 7.40 4.54 8.64 5.51 (1.25)(2)
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ thousands) 20,621 47,926 90,792 111,418 204,986 161,373
- ------------------------------------------------------------------------------------------------------------------------------------
Ratio to average net assets:
Net expenses (%) 0.50(3) 0.50 0.50 0.50 0.50 0.50(3)
- ------------------------------------------------------------------------------------------------------------------------------------
Net investment income (%) 4.65(3) 4.67 4.70 4.54 4.15 4.01(3)
- ------------------------------------------------------------------------------------------------------------------------------------
Expenses without reimbursement (%) 1.05(3) 0.67 0.64 0.59 0.57 0.59(3)
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) The fund commenced operations on 4/11/94.
(2) Not annualized.
(3) Annualized.

26 | FUND DETAILS
<PAGE>

For the six
months ended
Per-share date For fiscal periods ended ended
- ------------------------------------------------------------------------------------------------------------------------------------
4/30/97(1) 4/30/98 4/30/99 10/31/99
(unaudited)
<S> <C> <C> <C> <C>
Net asset value, beginning of period ($) 10.00 9.90 10.20 10.40
- ------------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income ($) 0.16 0.42 0.41 0.20
Net realized and unrealized gain (loss) on investment ($) (0.10) 0.30 0.25 (0.38)
- ------------------------------------------------------------------------------------------------------------------------------------
Total from investment operations ($) 0.06 0.72 0.66 (0.18)
- ------------------------------------------------------------------------------------------------------------------------------------
Distributions to shareholders from:
Net investment income ($) (0.16) (0.42) (0.41) (0.20)
Net realized gain ($) -- -- (0.05) --
- ------------------------------------------------------------------------------------------------------------------------------------
Total distributions to shareholders ($) (0.16) (0.42) (0.46) (0.20)
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period ($) 9.90 10.20 10.40 10.02
- ------------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
Ratios and supplemental data
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Total return (%) 0.56(2) 7.35 6.55 (1.73)(2)
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ thousands) 14,793 46,280 64,102 58,055
- ------------------------------------------------------------------------------------------------------------------------------------
Ratio to average net assets:
Net expenses (%) 0.45(3) 0.45 0.49 0.50(3)
- ------------------------------------------------------------------------------------------------------------------------------------
Net investment income (%) 4.43(3) 4.11 3.92 3.93(3)
- ------------------------------------------------------------------------------------------------------------------------------------
Expenses without reimbursement (%) 3.46(3) 0.79 0.71 0.68(3)
- ------------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover (%) 40 44 40 0.54
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) The fund commenced operations on 12/23/96.
(2) Not annualized.
(3) Annualized.

FUND DETAILS | 27
<PAGE>

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

(THIS PAGE IS INTENTIONALLY LEFT BLANK)

<PAGE>

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

(THIS PAGE IS INTENTIONALLY LEFT BLANK)

<PAGE>

funds. The fund may engage in active and frequent trading, leading to increased
portfolio turnover and the possibility of increased capital gains. See page 18
for further discussion on the tax treatment of capital gains.

<PAGE>

- --------------------------------------------------------------------------------
FOR MORE INFORMATION
- --------------------------------------------------------------------------------

For investors who want more information on these funds, the following documents
are available free upon request:

Copies of the current versions of these documents, along with other information
about the fund, may be obtained by contacting:

J.P. Morgan Institutional Funds
J.P. Morgan Funds Services
522 Fifth Avenue New
York, NY 10036

Telephone: 1-800-766-7722

Hearing impaired: 1-888-468-4015

Email: [email protected]

J.P. Morgan Institutional Short Term Bond Fund .................. 811-07342 and
033-54642

J.P. Morgan Institutional Bond Fund ............................. 811-07342 and
033-54642

J.P. Morgan Institutional Global Strategic Income Fund .......... 811-07342 and
033-54642

J.P. Morgan Institutional Tax Exempt Bond Fund .................. 811-07342 and
033-54642

J.P. Morgan Institutional New York Tax Exempt Bond Fund ......... 811-07342 and
033-54642

J.P. Morgan Institutional California Bond Fund .................. 811-07795 and
333-11125

J.P. MORGAN INSTITUTIONAL FUNDS AND THE MORGAN TRADITION

JPMorgan
- --------------------------------------------------------------------------------
J.P. Morgan Institutional Funds |

Advisor Distributor
J.P. Morgan Investment Management Inc. Funds Distributor, Inc.
522 Fifth Avenue 60 State Street
New York, NY 10036 Boston, MA 02109
1-800-766-7722 1-800-221-7930

<PAGE>

- --------------------------------------------------------------------------------
MARCH 1, 2000 | PROSPECTUS
- --------------------------------------------------------------------------------
J.P. MORGAN INSTITUTIONAL
U.S. EQUITY FUNDS

Disciplined Equity Fund
U.S. Equity Fund
U.S. Small Company Fund
Tax Aware Disciplined Equity Fund
SmartIndex(TM) Fund

----------------------------------------
Seeking to outperform U.S. stock markets
over the long term through a disciplined
management approach

This prospectus contains essential information for anyone investing in these
funds. Please read it carefully and keep it for reference.

Distributed by Funds Distributor, Inc. JPMorgan
<PAGE>
- --------------------------------------------------------------------------------
<PAGE>

CONTENTS
- --------------------------------------------------------------------------------
2 | Each fund's goal, principal strategies, principal risks, performance and
expenses

J.P. MORGAN INSTITUTIONAL U.S. EQUITY FUNDS
J.P. Morgan Institutional Disciplined Equity Fund............................ 2
J.P. Morgan Institutional U.S. Equity Fund................................... 4
J.P. Morgan Institutional U.S. Small Company Fund............................ 6
J.P. Morgan Institutional Tax Aware Disciplined Equity Fund.................. 8
J.P. Morgan Institutional SmartIndex(TM)Fund................................. 10

12 | Principles and techniques common to the funds in this prospectus

U.S. EQUITY MANAGEMENT APPROACH
J.P. Morgan.................................................................. 12
J.P. Morgan U.S. equity funds................................................ 12
The spectrum of U.S. equity funds............................................ 12
Who may want to invest....................................................... 12
U.S. equity investment process............................................... 13
Tax aware investing at J.P. Morgan........................................... 13

14 | Investing in the J.P. Morgan Institutional U.S. Equity Funds

YOUR INVESTMENT
Investing through a financial professional................................... 14
Investing through an employer-sponsored retirement plan...................... 14
Investing through an IRA or rollover IRA..................................... 14
Investing directly........................................................... 14
Opening your account......................................................... 14
Adding to your account....................................................... 14
Selling shares............................................................... 15
Account and transaction policies............................................. 15
Dividends and distributions.................................................. 16
Tax considerations........................................................... 16

17 | More about risk and the funds' business operations

FUND DETAILS
Business structure........................................................... 17
Management and administration................................................ 17
Performance of private accounts.............................................. 18
Risk and reward elements..................................................... 20
Financial highlights......................................................... 22

FOR MORE INFORMATION................................................. back cover
<PAGE>

J.P. MORGAN INSTITUTIONAL
DISCIPLINED EQUITY FUND | TICKER SYMBOL: JPIEX
- --------------------------------------------------------------------------------
[GRAPHIC OMITTED]
RISK/RETURN SUMMARY

For a more detailed discussion of the fund's investments and their main risks,
as well as fund strategies, please see pages 20-21.

[GRAPHIC OMITTED]
GOAL

The fund's goal is to provide a consistently high total return from a broadly
diversified portfolio of equity securities with risk characteristics similar to
the Standard & Poor's 500 Stock Index (S&P 500). This goal can be changed
without shareholder approval.

[GRAPHIC OMITTED]
INVESTMENT APPROACH

Principal Strategies
The fund invests primarily in large- and medium-capitalization U.S. companies.
Industry by industry, the fund's weightings are similar to those of the S&P 500.
The fund does not look to overweight or underweight industries.

Within each industry, the fund modestly overweights stocks that are ranked as
undervalued or fairly valued while modestly underweighting or not holding stocks
that appear overvalued. (The process used to rank stocks according to their
relative valuations is described on page 13.) Therefore, the fund tends to own a
larger number of stocks within the S&P 500 than the U.S. Equity Fund.

Principal Risks
The value of your investment in the fund will fluctuate in response to movements
in the stock market. Fund performance will also depend on the effectiveness of
J.P. Morgan's research and the management team's stock picking decisions.

REGISTRANT: J.P. MORGAN INSTITUTIONAL FUNDS
(J.P. MORGAN INSTITUTIONAL DISCIPLINED EQUITY FUND)

PORTFOLIO MANAGEMENT
The fund's assets are managed by J.P. Morgan, which currently manages
approximately $349 billion, including more than $26 billion using similar
strategies as the fund.

The portfolio management team is led by James C. Wiess and Timothy J. Devlin,
both vice presidents, who have been on the team since the fund's inception. Mr.
Wiess has been at J.P. Morgan since 1992, and prior to managing this fund
managed other structured equity portfolios for J.P. Morgan. Mr. Devlin has been
at J.P. Morgan since July 1996, and prior to that time was an equity portfolio
manager at Mitchell Hutchins Asset Management Inc.

- --------------------------------------------------------------------------------
Before you invest

Investors considering the fund should understand that:

o There is no assurance that the fund will meet its investment goal.

o The fund does not represent a complete investment program.

2 | J.P. MORGAN INSTITUTIONAL DISCIPLINED EQUITY FUND
<PAGE>

- --------------------------------------------------------------------------------
PERFORMANCE (unaudited)

The bar chart and table shown below provide some indication of the risks of
investing in J.P. Morgan Institutional Disciplined Equity Fund.

The bar chart indicates some of the risks by showing the performance of the
fund's shares from year to year for each of the last two calendar years.

The table indicates some of the risks by showing how the fund's average annual
returns for the past year and for the life of the fund compare to those of the
S&P500 Index. This is a widely recognized, unmanaged index of U.S. stocks used
as a measure of overall U.S. stock market performance.

The fund's past performance does not necessarily indicate how the fund will
perform in the future.

Total return (%) Shows changes in returns by calendar year(1,2)
- --------------------------------------------------------------------------------
1998 1999

40%
32.35
30%

20%
18.32
10%

0%
- --------------------------------------------------------------------------------

[ ] J.P. Morgan Institutional Disciplined Equity Fund

For the period covered by this total return chart, the fund's highest quarterly
return was 22.85% (for the quarter ended 12/31/98); and the lowest quarterly
return was -9.91% (for the quarter ended 9/30/98).

Average annual total return (%) Shows performance over time, for periods ended December 31, 1999
- -------------------------------------------------------------------------------------------------------
Past 1 yr. Life of fund(1)
<S> <C> <C>
J.P. Morgan Institutional Disciplined Equity Fund (after expenses) 18.32 26.16
- -------------------------------------------------------------------------------------------------------
S&P 500 Index (no expenses) 21.04 25.81
- -------------------------------------------------------------------------------------------------------
</TABLE>

Annual fund operating expenses(3) (%)
(expenses that are deducted from fund assets)
- --------------------------------------------------------------------------------
Management fees 0.35
Marketing (12b-1) fees none
Other expenses 0.25
- --------------------------------------------------------------------------------
Total operating expenses 0.60

Fee waiver and
expense reimbursement(4) 0.15
- --------------------------------------------------------------------------------
Net expenses(4) 0.45
- --------------------------------------------------------------------------------

Expense example(4)
- --------------------------------------------------------------------------------
The example below is intended to help you compare the cost of investing in the
fund with the cost of investing in other mutual funds. The example assumes:
$10,000 initial investment, 5% return each year, net expenses for the period
10/1/99 through 9/30/00 and total operating expenses thereafter, and all shares
sold at the end of each time period. The example is for comparison only; the
fund's actual return and your actual costs may be higher or lower.

- --------------------------------------------------------------------------------
1 yr. 3 yrs. 5 yrs. 10 yrs.
Your cost($) 46 177 320 736
- --------------------------------------------------------------------------------

(1) The fund commenced operations on 1/3/97 and performance is calculated as of
1/31/97.

(2) The fund's fiscal year end is 5/31.

(3) The fund has a master/feeder structure as described on page 17. This table
shows the fund's expenses and its share of master portfolio expenses for the
past fiscal year, expressed as a percentage of the fund's average net
assets.

(4) Reflects an agreement dated 10/1/99 by Morgan Guaranty Trust Company of New
York, an affiliate of J.P. Morgan, to reimburse the fund to the extent
expenses (excluding extraordinary expenses) exceed 0.45% of the fund's
average daily net assets through 9/30/00.

J.P. MORGAN INSTITUTIONAL DISCIPLINED EQUITY FUND | 3
<PAGE>

J.P. MORGAN INSTITUTIONAL
U.S. EQUITY FUND | TICKER SYMBOL: JMUEX
- --------------------------------------------------------------------------------
[GRAPHIC OMITTED]
RISK/RETURN SUMMARY

For a more detailed discussion of the fund's investments and their main risks,
as well as fund strategies, please see pages 20-21.

[GRAPHIC OMITTED]
GOAL

The fund's goal is to provide high total return from a portfolio of selected
equity securities. This goal can be changed without shareholder approval.

[GRAPHIC OMITTED]
INVESTMENT APPROACH

Principal Strategies
The fund invests primarily in large- and medium-capitalization U.S. companies.
Industry by industry, the fund's weightings are similar to those of the Standard
& Poor's 500 Stock Index (S&P 500). The fund can moderately underweight or
overweight industries when it believes it will benefit performance.

Within each industry, the fund focuses on those stocks that are ranked as most
undervalued according to the investment process described on page 13. The fund
generally considers selling stocks that appear overvalued.

By emphasizing undervalued stocks, the fund seeks to produce returns that exceed
those of the S&P 500. At the same time, by controlling the industry weightings
of the fund so they can differ only moderately from the industry weightings of
the S&P 500, the fund seeks to limit its volatility to that of the overall
market, as represented by this index.

REGISTRANT: J.P. MORGAN INSTITUTIONAL FUNDS
(J.P. MORGAN INSTITUTIONAL U.S. EQUITY FUND)

PORTFOLIO MANAGEMENT
The fund's assets are managed by J.P. Morgan, which currently manages
approximately $349 billion, including more than $17 billion using similar
strategies as the fund.

The portfolio management team is led by Henry D. Cavanna, managing director, who
joined the team in February 1998, and has been at J.P. Morgan since 1971. He has
served as manager of U.S. equity portfolios prior to managing the fund.

- --------------------------------------------------------------------------------
Before you invest

Investors considering the fund should understand that:

o There is no assurance that the fund will meet its investment goal.

o The fund does not represent a complete investment program.

4 | J.P. MORGAN INSTITUTIONAL U.S. EQUITY FUND
<PAGE>

- --------------------------------------------------------------------------------
PERFORMANCE (unaudited)

The bar chart and table shown below provide some indication of the risks of
investing in J.P. Morgan Institutional U.S. Equity Fund.

The bar chart indicates some of the risks by showing changes in the performance
of the fund's shares from year to year for each of the fund's last 10 calendar
years.

The table indicates some of the risks by showing how the fund's average annual
returns for the past one, five and ten years compare to those of the S&P500
Index. This is a widely recognized, unmanaged index of U.S. stocks used as a
measure of overall U.S. stock market performance.

The fund's past performance does not necessarily indicate how the fund will
perform in the future.

<TABLE>
<CAPTION>
Year-by-year total return (%) Shows changes in returns by calendar year(1,2)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>

1990 1991 1992 1993 1994 1995 1996 1997 1998 1999

40%
34.12
32.83
30%
28.58
24.79
21.22
20%
14.88
11.06
10%
8.73
1.38
0%
(0.32)

(10%)
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

[ ] J.P. Morgan Institutional U.S. Equity Fund

For the period covered by this year-by-year total return chart, the fund's
highest quarterly return was 21.46% (for the quarter ended 12/31/98); and the
lowest quarterly return was -11.83% (for the quarter ended 9/30/90).

Average annual total return (%) Shows performance over time, for periods ended December 31, 1999(1)
- -----------------------------------------------------------------------------------------------------------------
Past 1 yr. Past 5 yrs. Past 10 yrs.
<S> <C> <C> <C>
J.P. Morgan Institutional U.S. Equity Fund (after expenses) 14.88 24.31 17.12
- -----------------------------------------------------------------------------------------------------------------
S&P 500 Index (no expenses) 21.04 28.55 18.21
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

- --------------------------------------------------------------------------------
INVESTOR EXPENSES
The expenses of the fund before reimbursement are shown at right. The fund has
no sales, redemption, exchange, or account fees, although some institutions may
charge you a fee for shares you buy through them. The annual fund expenses after
reimbursement are deducted from fund assets prior to performance calculations.

Annual fund operating expenses(3) (%)
(expenses that are deducted from fund assets)
- --------------------------------------------------------------------------------
Management fees 0.40
Marketing (12b-1) fees none
Other expenses(4) 0.23
- --------------------------------------------------------------------------------
Total annual fund
operating expenses(4) 0.63
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
1 yr. 3 yrs. 5 yrs. 10 yrs.
Your cost($) 64 202 351 786
- --------------------------------------------------------------------------------

(1) The fund commenced operations on 9/17/93. For the period 1/1/90 through
9/30/93, returns reflect performance of The Pierpont Equity Fund, the
predecessor of the fund.

(2) The fund's fiscal year end is 5/31.

(3) The fund has a master/feeder structure as described on page 17. This table
shows the fund's expenses and its share of master portfolio expenses for the
past fiscal year, before reimbursement, expressed as a percentage of the
fund's average net assets.

(4) After reimbursement, other expenses and total operating expenses are 0.20%
and 0.60%, respectively. This reimbursement arrangement can be changed or
terminated at any time at the option of J.P. Morgan.

J.P. MORGAN INSTITUTIONAL U.S. EQUITY FUND | 5
<PAGE>

J.P. MORGAN INSTITUTIONAL
U.S. SMALL COMPANY FUND | TICKER SYMBOL: JUSSX
- --------------------------------------------------------------------------------
[GRAPHIC OMITTED]
RISK/RETURN SUMMARY

For a more detailed discussion of the fund's investments and their main risks,
as well as fund strategies, please see pages 20-21.

[GRAPHIC OMITTED]
GOAL

The fund's goal is to provide high total return from a portfolio of small
company stocks. This goal can be changed without shareholder approval.

[GRAPHIC OMITTED]
INVESTMENT APPROACH

Principal Strategies
The fund invests primarily in small and medium sized U.S. companies whose market
capitalizations are greater than $100 million and less than $2 billion. Industry
by industry, the fund's weightings are similar to those of the Russell 2000
Index. The fund can moderately underweight or overweight industries when it
believes it will benefit performance.

Within each industry, the fund focuses on those stocks that are ranked as most
undervalued according to the process described on page 13. The fund generally
considers selling stocks that appear overvalued or have grown into large-cap
stocks.

Small-cap stocks have historically offered higher long-term growth than
large-cap stocks, and have also involved higher risks. The fund's small-cap
emphasis means it is likely to be more sensitive to economic news and is likely
to fall further in value during broad market downturns. The fund pursues returns
that exceed those of the Russell 2000 Index while seeking to limit its
volatility relative to this index.

REGISTRANT: J.P. MORGAN INSTITUTIONAL FUNDS
(J.P. MORGAN INSTITUTIONAL U.S. SMALL COMPANY FUND)

PORTFOLIO MANAGEMENT
The fund's assets are managed by J.P. Morgan, which currently manages
approximately $349 billion, including more than $4.5 billion using similar
strategies as the fund.

The portfolio management team is led by Marian U. Pardo, managing director, and
Alexandra F. Wells, vice president. Ms. Pardo has been at J.P. Morgan since
1968, except for five months in 1998 when she was president of a small
investment management firm. Prior to managing the fund, Ms. Pardo managed small
and large cap equity portfolios, equity and convertible funds, and several
institutional portfolios. Ms. Wells joined the team in March 1998 and has been
with J.P. Morgan since 1992. Prior to managing the fund, Ms. Wells managed large
cap equity portfolios, and prior to that served as an equity research analyst.

- --------------------------------------------------------------------------------
Before you invest

Investors considering the fund should understand that:

o There is no assurance that the fund will meet its investment goal.

o The fund does not represent a complete investment program.

6 | J.P. MORGAN INSTITUTIONAL U.S. SMALL COMPANY FUND
<PAGE>

- --------------------------------------------------------------------------------
PERFORMANCE (unaudited)

The bar chart and table shown below provide some indication of the risks of
investing in J.P. Morgan Institutional U.S. Small Company Fund.

The bar chart indicates some of the risks by showing changes in the performance
of the fund's shares from year to year for each of the fund's last 10 calendar
years.

The table indicates some of the risks by showing how the fund's average annual
returns for the past one, five and ten years compare to those of the Russell
2000 Index. This is a widely recognized, unmanaged index of small cap U.S.
stocks used as a measure of overall U.S. small company stock performance.

The fund's past performance does not necessarily indicate how the fund will
perform in the future.

1990 1991 1992 1993 1994 1995 1996 1997 1998 1999

60%
59.59
44.30
31.88
30%
22.70
20.84
18.98
8.59
0%
(5.28)
(5.81)
(24.34)
(30%)
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

[ ] J.P. Morgan Institutional U.S. Small Company Fund

For the period covered by this year-by-year total return chart, the fund's
highest quarterly return was 34.75% (for the quarter ended 12/31/99); and the
lowest quarterly return was -30.03% (for the quarter ended 9/30/90).

J.P. Morgan Institutional U.S. Small Company Fund (after expenses) 44.30 21.73 14.66
- ----------------------------------------------------------------------------------------------------------------------
Russell 2000 Index (no expenses) 21.26 16.69 13.40
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>

Annual fund operating expenses(3) (%)
(expenses that are deducted from fund assets)
- --------------------------------------------------------------------------------
Management fees 0.60
Marketing (12b-1) fees none
Other expenses(4) 0.25
- --------------------------------------------------------------------------------
Total annual fund
operating expenses(4) 0.85
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
1 yr. 3 yrs. 5 yrs. 10 yrs.
Your cost($) 87 271 471 1,049
- --------------------------------------------------------------------------------

(1) The fund commenced operations on 11/4/93. For the period 1/1/90 through
11/30/93 returns reflect performance of The Pierpont Capital Appreciation
Fund, the predecessor of the fund.

(2) The fund's fiscal year end is 5/31.

(4) After reimbursement other expenses and total operating expenses are 0.20%
and 0.80%, respectively. This reimbursement arrangement can be changed or
terminated at any time at the option of J.P. Morgan.

J.P. MORGAN INSTITUTIONAL U.S. SMALL COMPANY FUND | 7
<PAGE>

J.P. MORGAN INSTITUTIONAL TAX AWARE
DISCIPLINED EQUITY FUND | TICKER SYMBOL: JPDEX
- --------------------------------------------------------------------------------
[GRAPHIC OMITTED]
RISK/RETURN SUMMARY

For a more detailed discussion of the fund's investments and their main risks,
as well as fund strategies, please see pages 20-21.

[GRAPHIC OMITTED]
GOAL

The fund's goal is to provide high after tax total return from a portfolio of
selected equity securities. This goal can be changed without shareholder
approval.

[GRAPHIC OMITTED]
INVESTMENT APPROACH

Principal Strategies
The fund invests primarily in large- and medium-capitalization U.S. companies.
Industry by industry, the fund's weightings are similar to those of the Standard
& Poor's 500 Stock Index (S&P 500). The fund does not look to underweight or
overweight industries.

To this investment approach the fund adds the element of tax aware investing.
The fund's tax aware investment strategies are described on page 13.

By owning a large number of stocks within the S&P 500, with an emphasis on those
that appear undervalued or fairly valued, and by tracking the industry
weightings of that index, the fund seeks returns that modestly exceed those of
the S&P 500 over the long term with virtually the same level of volatility. The
fund's tax aware strategies may reduce your capital gains but will not eliminate
them. Maximizing after-tax returns may require trade-offs that reduce pre-tax
returns.

REGISTRANT: J.P. MORGAN SERIES TRUST
(J.P. MORGAN TAX AWARE DISCIPLINED EQUITY FUND:
INSTITUTIONAL SHARES)

PORTFOLIO MANAGEMENT
The fund's assets are managed by J.P. Morgan, which currently manages
approximately $349 billion, including more than $2.3 billion using similar
strategies as the fund.

The portfolio management team is led by Robin B. Chance, vice president, and
Frederic A. Nelson, managing director, who have been on the team since the
fund's inception in January of 1997. Ms. Chance has been at J.P. Morgan since
1987, Mr. Nelson since May 1994. Prior to managing this fund, both were respon
sible for structured equity strategies. Prior to joining Morgan, Mr. Nelson was
a portfolio manager at Bankers Trust.

- --------------------------------------------------------------------------------
Before you invest

Investors considering the fund should understand that:

o There is no assurance that the fund will meet its investment goal.

o The fund does not represent a complete investment program.

8 | J.P. MORGAN INSTITUTIONAL TAX AWARE DISCIPLINED EQUITY FUND
<PAGE>

- --------------------------------------------------------------------------------
PERFORMANCE (unaudited)

The bar chart and table shown below provide some indication of the risks of
investing in J.P. Morgan Institutional Tax Aware Disciplined Equity Fund.

The bar chart indicates some of the risks by showing changes in the performance
of the fund's shares from year to year for each of the past 2 calendar years.

The table indicates some of the risks by showing how the fund's average annual
returns for the past year and the life of the fund compare to those of the S&P
500 Index. This is a widely recognized, unmanaged index of U.S. stocks used as a
measure of overall U.S. stock performance.

The fund's past performance does not necessarily indicate how the fund will
perform in the future.

Total return (%) Shows changes in returns by calendar year(1,2)
- --------------------------------------------------------------------------------
1998 1999

40%
31.82
17.39
20%

0%
- --------------------------------------------------------------------------------

[ ] J.P. Morgan Institutional Tax Aware Disciplined Equity Fund

For the period covered by this total return chart, the fund's highest quarterly
return was 22.98% (for the quarter ended 12/31/98) and the lowest quarterly
return was -10.05%(for the quarter ended 9/30/98).

Past 1 yr. Life of fund(1)
<S> <C> <C>

J.P. Morgan Institutional Tax Aware Disciplined Equity Fund (after expenses) 17.39 26.33
- ---------------------------------------------------------------------------------------------------------------
S&P 500 Index (no expenses) 21.04 25.81
- ---------------------------------------------------------------------------------------------------------------
</TABLE>

- --------------------------------------------------------------------------------
INVESTOR EXPENSES
The expenses of the fund before and after reimbursement are shown at right. The
fund has no sales, exchange, or account fees, although some institutions may
charge you a fee for shares you buy through them. The annual fund expenses after
reimbursement are deducted from fund assets prior to performance calculations.

Shareholder transaction expenses(3)
- --------------------------------------------------------------------------------
Redemption fees (% of your cash proceeds)
- --------------------------------------------------------------------------------
Shares held for less than one year 1.00
Shares held one year or longer none

Annual expenses (% of fund assets)
- --------------------------------------------------------------------------------
Management fees 0.35
Marketing (12b-1) fees none
Other expenses 0.30
- --------------------------------------------------------------------------------
Total operating expenses 0.65
Fee waiver and
expense reimbursement(3) 0.10
- --------------------------------------------------------------------------------
Net expenses(3) 0.55
- --------------------------------------------------------------------------------

Expense example(3)
- --------------------------------------------------------------------------------
The example below is intended to help you compare the cost of investing in the
fund with the cost of investing in other mutual funds. The example assumes:
$10,000 initial investment, 5% return each year, net expenses for the period
3/1/00 through 2/28/01 and total operating expenses thereafter, and all shares
sold at the end of each time period. In the one year example, the first number
assumes that you continued to hold your shares, the second that you sold all
shares for cash at the end of the period. The example is for comparison only;
the fund's actual return and your actual costs may be higher or lower.

- --------------------------------------------------------------------------------
1 yr. 3 yrs. 5 yrs. 10 yrs.
Your cost($) 60/160 202 356 805
- --------------------------------------------------------------------------------

(1) The fund commenced operations on 1/30/97, and returns reflect performance of
the fund from 1/31/97.

(2) The fund's fiscal year end is 10/31.

(3) Reflects an agreement dated 3/1/00 by Morgan Guaranty Trust Company of New
York, an affiliate of J.P. Morgan, to reimburse the fund to the extent
expenses (excluding extraordinary expenses) exceed 0.55% of the fund's
average daily net assets through 2/28/01.

J.P. MORGAN INSTITUTIONAL TAX AWARE DISCIPLINED EQUITY FUND | 9
<PAGE>

J.P. MORGAN INSTITUTIONAL
SMARTINDEX(TM) FUND | TICKER SYMBOL: JPISX
- --------------------------------------------------------------------------------
[GRAPHIC OMITTED]
RISK/RETURN SUMMARY

For a more detailed discussion of the fund's investments and their main risks,
as well as fund strategies, please see pages 20-21.

[GRAPHIC OMITTED]
GOAL

The fund's goal is to provide a consistently high total return from a broadly
diversified portfolio of approximately 350 equity securities while maintaining
risk characteristics similar to the S&P 500. This goal can be changed without
shareholder approval.

[GRAPHIC OMITTED]
INVESTMENT APPROACH

Principal Strategies
The fund invests primarily in large and medium capitalization U.S. and foreign
companies included in the S&P 500. While the fund seeks to invest in a portfolio
of stocks with risk characteristics similar to the S&P 500, the fund may invest
a portion of its assets in stocks which are not part of the index. The fund's
sector weightings are expected to be similar to those of the S&P 500. Within
each industry, the fund may moderately overweight stocks that appear undervalued
or fairly valued and underweight or not hold stocks that appear overvalued,
according to the investment process described on page 13. Accordingly, the
fund's performance is expected to differ from that of the S&P 500. The fund
expects to ordinarily hold a portfolio of approximately 350 stocks. The fund
generally considers selling stocks that appear significantly overvalued.

By controlling the sector weightings of the fund so they can differ only
moderately from the sector weightings of the S&P 500, the fund seeks to limit
its volatility to that of the overall market, as represented by this index.

Principal Risks
The value of your investment in the fund will fluctuate in response to movements
in the stock market. Fund performance also will depend on the effectiveness of
J.P. Morgan's research and the management team's stock picking decisions.

REGISTRANT: J.P. MORGAN SERIES TRUST
(J.P. MORGAN SMARTINDEX FUND: INSTITUTIONAL
SHARES)

PORTFOLIO MANAGEMENT
The fund's assets are managed by J.P. Morgan, which currently manages
approximately $349 billion, including more than $2.7 billion using the same
strategy as the fund.

The portfolio management team is led by James C. Wiess and Timothy J. Devlin,
both vice presidents. Mr. Wiess has been at J.P. Morgan since 1992, and prior to
managing this fund managed other structured equity portfolios for J.P. Morgan.
Mr. Devlin has been at J.P. Morgan since July of 1996, and prior to that time
was an equity portfolio manager at Mitchell Hutchins Asset Management Inc.

- --------------------------------------------------------------------------------
Before you invest

Investors considering the fund should understand that:

o There is no assurance that the fund will meet its investment goal.

o The fund does not represent a complete investment program.

10 | J.P. MORGAN INSTITUTIONAL SMARTINDEX(TM)FUND
<PAGE>

- --------------------------------------------------------------------------------
PERFORMANCE (unaudited)

The bar chart and table shown below provide some indication of the risks of
investing in J.P. Morgan Institutional SmartIndex(TM) Fund.

The bar chart indicates some of the risks by showing the performance of the
fund's during its first complete calendar year of operations.

The table indicates some of the risks by showing how the fund's average annual
returns for the past year and life of fund compare to those of the S&P 500
Index. This is a widely recognized, unmanaged index of U.S. stocks used as a
measure of overall U.S. stock performance.

The fund's past performance does not necessarily indicate how the fund will
perform in the future.

Total return (%) Shows changes in returns by calendar year(1,2)
- --------------------------------------------------------------------------------
1999
20%
19.61

10%

0%
- --------------------------------------------------------------------------------

[ ] J.P. Morgan Institutional SmartIndex(TM) Fund

For the period covered by this total return chart, the fund's highest quarterly
return was 12.97% (for the quarter ended 12/31/99); and the lowest quarterly
return was -6.27% (for the quarter ended 9/30/99).

Average annual total return (%) Shows performance over time, for periods ended December 31, 1999
- -----------------------------------------------------------------------------------------------------
Past 1 yr. Life of fund(1)
<S> <C> <C>
J.P. Morgan Institutional SmartIndex(TM) Fund (after expenses) 19.61 19.61
- -----------------------------------------------------------------------------------------------------
S&P 500 Index (no expenses) 21.04 21.04
- -----------------------------------------------------------------------------------------------------
</TABLE>

Annual fund operating expenses(3)(%)
(expenses that are deducted from fund assets)
- --------------------------------------------------------------------------------
Management fees 0.25
Marketing (12b-1) fees none
Other expenses 5.19
- --------------------------------------------------------------------------------
Total operating expenses 5.44

Fee waiver and
expense reimbursement(4) 5.09
- --------------------------------------------------------------------------------
Net expenses(4) 0.35
- --------------------------------------------------------------------------------

Expense example(4)
- --------------------------------------------------------------------------------
The example below is intended to help you compare the cost of investing in the
fund with the cost of investing in other mutual funds. The example assumes:
$10,000 initial investment, 5% return each year, net expenses for the period
10/1/99 through 9/30/00 and total operating expenses thereafter, and all shares
sold at the end of each time period. The example is for comparison only; the
fund's actual return and your actual costs may be higher or lower.

- --------------------------------------------------------------------------------
1 yr. 3 yrs.
Your cost($) 36 1,169
- --------------------------------------------------------------------------------

(1) The fund commenced operations on 12/31/98.

(2) The fund's fiscal year end is 5/31.

(3) This table shows the fund's expenses expressed as a percentage of the fund's
average net assets.

(4) Reflects an agreement dated 10/1/99 by Morgan Guaranty Trust Company of New
York, an affiliate of J.P. Morgan, to reimburse the fund to the extent
expenses (excluding extraordinary expenses) exceed 0.35% of the fund's
average daily net assets through 9/30/00.

J.P. MORGAN INSTITUTIONAL SMARTINDEX(TM)FUND | 11
<PAGE>

U.S. EQUITY MANAGEMENT APPROACH
- --------------------------------------------------------------------------------

J.P. MORGAN
Known for its commitment to proprietary research and its disciplined invest ment
strategies, J.P. Morgan is the asset management choice for many of the world's
most respected corporations, financial institutions, governments, and
individuals. Today, J.P. Morgan employs over 380 analysts and portfolio managers
around the world and has approximately $349 billion in assets under management,
including assets managed by the funds' advisor, J.P. Morgan Investment
Management Inc.

J.P. MORGAN U.S. EQUITY FUNDS
These funds invest primarily in U.S. stocks either directly or through another
fund. As a shareholder, you should anticipate risks and rewards beyond those of
a typical bond fund or a typical balanced fund.

THE SPECTRUM OF U.S. EQUITY FUNDS
The funds described in this prospectus pursue a range of goals and offer varying
degrees of risk and potential reward. Differences between these funds include:

o how much emphasis they give to the most undervalued stocks

o how closely they follow the industry weightings of their benchmarks

o how many securities they typically maintain in their portfolios

o the size or market capitalization of the companies in which they invest

o whether they focus on before-tax or after-tax returns

The table below shows degrees of the relative risk and return that these funds
potentially offer. These and other distinguishing features of each U.S. equity
fund were described on the preceding pages.

- --------------------------------------------------------------------------------
Who May Want To Invest

The funds are designed for investors who:

o are pursuing a long-term goal such as retirement

o want to add an investment with growth potential to further diversify a
portfolio

o want funds that seek to outperform the markets in which they each invest over
the long term

o with regard to the Tax Aware Fund, are individuals that could benefit from a
strategy that pursues returns from an after-tax perspective

The funds are not designed for investors who:

o want funds that pursue market trends or focus only on particular industries or
sectors

o require regular income or stability of principal

o are pursuing a short-term goal or investing emergency reserves

o with regard to the Tax Aware Fund, are investing through a tax-deferred
account such as an IRA.

Potential risk and return
- --------------------------------------------------------------------------------

The positions of the funds in this graph reflect long-term performance goals
only and are relative, not absolute.

[GRAPHIC OMITTED]

12 | U.S. EQUITY MANAGEMENT APPROACH
<PAGE>

- --------------------------------------------------------------------------------
U.S. EQUITY INVESTMENT PROCESS
The J.P. Morgan U.S. equity funds invest primarily in U.S. stocks. The Tax Aware
Fund does so while seeking to enhance after-tax returns.

While each fund follows its own strategy, the funds as a group share a single
investment philosophy. This philosophy, developed by the funds' advisor, focuses
on stock picking while largely avoiding sector or market-timing strategies.

In managing the funds, J.P. Morgan employs a three-step process:

[GRAPHIC OMITTED]
J.P. Morgan analysts develop proprietary
fundamental research

Research J.P. Morgan takes an in-depth look at company prospects over a
relatively long period -- often as much as five years -- rather than focusing on
near-term expectations. This approach is designed to provide insight into a
company's real growth potential. J.P. Morgan's in-house research is developed by
an extensive worldwide network of over 120 career analysts. The team of analysts
dedicated to U.S. equities includes more than 20 members, with an average of
over ten years of experience.

[GRAPHIC OMITTED]
Stocks in each industry are ranked
with the help of models

Valuation The research findings allow J.P. Morgan to rank the companies in each
industry group according to their relative value. The greater a company's
estimated worth compared to the current market price of its stock, the more
undervalued the company. The valuation rankings are produced with the help of a
variety of models that quantify the research team's findings.

[GRAPHIC OMITTED]
Using research and valuations,
each fund's management team
chooses stocks for its fund

Stock selection Each fund buys and sells stocks according to its own policies,
using the research and valuation rankings as a basis. In general, each
management team buys stocks that are identified as undervalued and considers
selling them when they appear overvalued. Along with attractive valuation, the
funds' managers often consider a number of other criteria:

o catalysts that could trigger a rise in a stock's price

o high potential reward compared to potential risk

o temporary mispricings caused by market overreactions

- --------------------------------------------------------------------------------
TAX AWARE INVESTING AT J.P. MORGAN
The Tax Aware Disciplined Equity Fund is designed to reduce, but not eliminate,
capital gains distributions to shareholders. In doing so, the fund sells
securities when the anticipated performance benefit justifies the resulting tax
liability. This strategy often includes holding securities long enough to avoid
higher, short-term capital gains taxes, selling shares with a higher cost basis
first, and offsetting gains realized in one security by selling another security
at a capital loss. The fund is aided in this process by a tax-sensitive
optimization model developed by J.P. Morgan.

The Tax Aware Disciplined Equity Fund generally intends to pay redemption
proceeds in cash; however it reserves the right at its sole discretion to pay
redemptions over $250,000 in-kind as a portfolio of representative stocks rather
than cash. An in-kind redemption payment can shield the fund -- and other
shareholders -- from tax liabilities that might otherwise be incurred. It is not
subject to a redemption fee by the fund. However, the stocks received will
continue to fluctuate in value after redemption and will be subject to brokerage
or other transaction costs when liquidated.

U.S. EQUITY MANAGEMENT APPROACH | 13
<PAGE>

YOUR INVESTMENT
- --------------------------------------------------------------------------------

For your convenience, the J.P. Morgan Institutional Funds offer several ways to
start and add to fund investments.

INVESTING THROUGH AN EMPLOYER-SPONSORED RETIREMENT PLAN Your fund investments
are handled through your plan. Refer to your plan materials or contact your
benefits office for information on buying, selling, or exchanging fund shares.

INVESTING DIRECTLY
Investors may establish accounts without the help of an intermediary by using
the instructions below and at right:

o Choose a fund (or funds) and determine the amount you are investing. The
minimum amount for initial investments is $1,000,000 for the Disciplined
Equity and U.S. Small Company funds and $3,000,000 for the U.S. Equity, Tax
Aware Disciplined Equity and SmartIndex(TM) funds and for additional
investments $25,000, although these minimums may be less for some investors.
For more information on minimum investments, call 1-800-766-7722.

o Complete the application, indicating how much of your investment you want to
allocate to which fund(s). Please apply now for any account privileges you may
want to use in the future, in order to avoid the delays associated with adding
them later on.

o Mail in your application, making your initial investment as shown on the
right.

For answers to any questions, please speak with a J.P. Morgan Funds Services
Representative at 1-800-766-7722.

OPENING YOUR ACCOUNT

By wire

o Mail your completed application to the Shareholder Services Agent.

o Call the Shareholder Services Agent to obtain an account number and to place a
purchase order. Funds that are wired without a purchase order will be returned
uninvested.

o After placing your purchase order, instruct your bank to wire the amount of
your investment to:

By check

o Make out a check for the investment amount payable to J.P. Morgan
Institutional Funds

o Mail the check with your completed application to the Shareholder Services
Agent.

By exchange

o Call the Shareholder Services Agent to effect an exchange.

ADDING TO YOUR ACCOUNT

By wire

o Call the Shareholder Services Agent to place a purchase order. Funds that are
wired without a purchase order will be returned uninvested.

o Once you have placed your purchase order, instruct your bank to wire the
amount of your investment as described above.

By check

o Make out a check for the investment amount payable to J.P. Morgan
Institutional Funds.

By exchange

o Call the Shareholder Services Agent to effect an exchange.

14 | YOUR INVESTMENT
<PAGE>

SELLING SHARES

By phone -- wire payment

o Call the Shareholder Services Agent to verify that the wire redemption
privilege is in place on your account. If it is not, a representative can help
you add it.

By phone -- check payment

o Call the Shareholder Services Agent and place your request. Once your request
has been verified, a check for the net cash amount, payable to the registered
owner(s), will be mailed to the address of record. For checks payable to any
other party or mailed to any other address, please make your request in
writing (see below).

In writing

o Write a letter of instruction that includes the following information: The
name of the registered owner(s) of the account; the account number; the fund
name; the amount you want to sell; and the recipient's name and address or
wire information, if different from those of the account registration.

o Indicate whether you want the proceeds sent by check or by wire.

o Make sure the letter is signed by an authorized party. The Shareholder
Services Agent may require additional information, such as a signature
guarantee.

o Mail the letter to the Shareholder Services Agent.

By exchange

o Call the Shareholder Services Agent to effect an exchange.

Redemption in kind

o Each fund reserves the right to make redemptions of over $250,000 in
securities rather than in cash.

A fund may alter, limit, or suspend its exchange policy at any time.

Business days and NAV calculations The funds' regular business days and hours
are the same as those of the New York Stock Exchange (NYSE). Each fund
calculates its net asset value per share (NAV) every business day as of the
close of trading on the NYSE(normally 4:00 p.m. eastern time). Each fund's
securities are typically priced using market quotes or pricing services. When
these methods are not available or do not represent a security's value at the
time of pricing, (e.g., when an event occurs after the close of trading that
would materially impact a security's value) the security is valued in accordance
with the fund's fair valuation procedures.

Timing of orders Orders to buy or sell shares are executed at the next NAV
calculated after the order has been accepted. Orders are accepted until the
close of trading on the NYSE every business day and are executed the same day,
at that day's NAV. A fund has the right to suspend redemption of shares, as
permitted by law, and to postpone payment of proceeds for up to seven days.

- --------------------------------------------------------------------------------
Shareholder Services Agent
J.P. Morgan Funds Services
522 Fifth Avenue
New York, NY 10036
1-800-766-7722

Representatives are available 8:00 a.m. to 5:00 p.m. eastern
time on fund business days.

YOUR INVESTMENT | 15
<PAGE>

- --------------------------------------------------------------------------------
Timing of settlements When you buy shares, you will become the owner of record
when a fund receives your payment, generally the day following execution. When
you sell shares, cash proceeds are generally available the day following
execution and will be forwarded according to your instructions. In-kind
redemptions (described on page 15) will be available as promptly as is feasible.

When you sell shares that you recently purchased by check, your order will be
executed at the next NAV but the proceeds will not be available until your check
clears. This may take up to 15 days.

DIVIDENDS AND DISTRIBUTIONS
Income dividends are typically paid four times a year for the Disciplined
Equity, U.S. Equity, Tax Aware Disciplined Equity and SmartIndex(TM) funds; and
twice a year for the U.S. Small Company fund. Each fund typically makes capital
gains distributions, if any, once per year. However, a fund may make more or
fewer payments in a given year, depending on its investment results and its tax
compliance situation. Each fund's dividends and distributions consist of most or
all of its net investment income and net realized capital gains.

TAX CONSIDERATIONS
In general, selling shares for cash, exchanging shares, and receiving
distributions (whether reinvested or taken in cash) are all taxable events.
These transactions typically create the following tax liabilities for taxable
accounts:

- --------------------------------------------------------------------------------
Transaction | Tax status
- --------------------------------------------------------------------------------
Income dividends Ordinary income
- --------------------------------------------------------------------------------
Short-term capital gains Ordinary income
distributions
- --------------------------------------------------------------------------------
Long-term capital gains Capital gains
distributions
- --------------------------------------------------------------------------------
Sales or exchanges of shares Capital gains or losses
owned for more than one year
- --------------------------------------------------------------------------------
Sales or exchanges of shares Gains are treated as ordinary
owned for one year or less income; losses are subject
to special rules
- --------------------------------------------------------------------------------

Every January, each fund issues tax information on its distributions for the
previous year.

Any investor for whom a fund does not have a valid taxpayer identification
number will be subject to backup withholding for taxes.

The tax considerations described in this section do not apply to tax-deferred
accounts or other non-taxable entities.

Because each investor's tax circumstances are unique, please consult your tax
professional about your fund investment.

16 | YOUR INVESTMENT
<PAGE>

FUND DETAILS
- --------------------------------------------------------------------------------
BUSINESS STRUCTURE
As noted earlier, each fund (except the Tax Aware Disciplined Equity and
SmartIndex(TM) funds) is a series of J.P Morgan Institutional Funds, a
Massachusetts business trust, and is a "feeder" fund that invests in a master
portfolio. (Except where indicated, this prospectus uses the term "the fund" to
mean the feeder fund and its master portfolio taken together.)

Each master portfolio accepts investments from other feeder funds, and all the
feeders of a given master portfolio bear the portfolio's expenses in proportion
to their assets. However, each feeder can set its own transaction minimums,
fund-specific expenses and other conditions. This means that one feeder could
offer access to the same master portfolio on more attractive terms, or could
experience better performance, than another feeder. Information about other
feeders is available by calling 1-800-766-7722. Generally, when a master
portfolio seeks a vote, its feeder fund will hold a shareholder meeting and cast
its vote proportionately, as instructed by its shareholders. Fund shareholders
are entitled to one full or fractional vote for each dollar or fraction of a
dollar invested.

Each feeder fund and its master portfolio expect to maintain consistent goals,
but if they do not, the feeder fund will withdraw from the master portfolio,
receiving its assets either in cash or securities. Each feeder fund's trustees
would then consider whether a fund should hire its own investment adviser,
invest in a different master portfolio, or take other action.

The Tax Aware Disciplined Equity and SmartIndex(TM) funds are each a series of
J.P. Morgan Series Trust, a Massachusetts business trust. Information about
other series or classes is available by calling 1-800-766-7722. In the future,
the trustees could create other series or share classes, which would have
different expenses.

MANAGEMENT AND ADMINISTRATION
The feeder funds described in this prospectus, their corresponding master
portfolios, and J.P. Morgan Series Trust are all governed by the same trustees.
The trustees are responsible for overseeing all business activities. The
trustees are assisted by Pierpont Group, Inc., which they own and operate on a
cost basis; costs are shared by all funds governed by these trustees. Funds
Distributor, Inc., as co-administrator, along with J.P. Morgan, provides fund
officers. J.P. Morgan, as co-administrator, oversees each fund's other service
providers.

J.P. Morgan, subject to the expense reimbursements described earlier in this
prospectus, receives the following fees for investment advisory and other
services:

- --------------------------------------------------------------------------------
Advisory services Percentage of the master
portfolio's average net assets
Disciplined Equity 0.35%
U.S. Equity 0.40%
U.S. Small Company 0.60%
- --------------------------------------------------------------------------------
Administrative services Master portfolio's and fund's pro-
(fee shared with Funds rata portions of 0.09% of the
Distributor, Inc.) first $7 billion in J.P. Morgan-
advised portfolios, plus 0.04% of
average net assets over
$7 billion
- --------------------------------------------------------------------------------
Shareholder services 0.10% of the fund's average
net assets
- --------------------------------------------------------------------------------

The Tax Aware Disciplined Equity and SmartIndex(TM) funds, subject to the
expense reimbursements described earlier in this prospectus, pay J.P. Morgan the
following fees for investment advisory and other services:

- --------------------------------------------------------------------------------
Advisory services Percentage of the fund's
average net assets
Tax Aware Disciplined 0.35%
Equity
SmartIndex(TM) 0.25%
- --------------------------------------------------------------------------------
Administrative services Fund's pro-rata portion of 0.09%
(fee shared with Funds of the first $7 billion of
Distributor, Inc.) average net assets in
J.P. Morgan-advised portfolios,
plus 0.04% of average
net assets over $7 billion
- --------------------------------------------------------------------------------
Shareholder services 0.10% of the fund's average
net assets
- --------------------------------------------------------------------------------

J.P. Morgan may pay fees to certain firms and professionals for providing
recordkeeping or other services in connection with investments in a fund.

FUND DETAILS | 17
<PAGE>

- --------------------------------------------------------------------------------
PERFORMANCE OF PRIVATE ACCOUNTS

The Disciplined Equity Fund's investment objective and policies are
substantially similar to those used by J.P. Morgan in managing certain
discretionary investment management accounts. The chart below shows the
historical investment performance for a composite of these private accounts (the
"Disciplined Equity Composite").

The performance of the Disciplined Equity Composite does not represent the
fund's performance nor should it be interpreted as indicative of the fund's
future performance. The accounts in the Disciplined Equity Composite are not
subject to the same limitations imposed on mutual funds. If the accounts
included in the Disciplined Equity Composite had been subject to these
limitations, their performance might have been lower.

Additionally, although it is anticipated that the Disciplined Equity Fund and
the Disciplined Equity Composite will hold similar securities, their investment
results are expected to differ. In particular, difference in asset size and cash
flow resulting from purchases and redemptions of fund shares may result in
different securities selections, differences in the relative weightings of
securities or differences in the prices paid for particular fund holdings.

The performance of the Disciplined Equity Composite reflects the deductions of
the Disciplined Equity Fund's total operating expenses, after expense
reimbursement, and the reinvestment of dividends and other distributions. The
performance information is the average annual total return of the Disciplined
Equity Composite for the periods indicated.

<TABLE>
<CAPTION>
Annual Total Returns for the Year Ended December 31,

1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Disciplined Equity
Composite -2.94% 30.39% 11.75% 10.20% 2.21% 37.87% 23.26% 33.37% 31.91% 18.82%
- -----------------------------------------------------------------------S&P 500 -3.11% 30.47% 7.62%
10.08% 1.32% 37.58% 22.96% 33.36% 28.58% 21.04%
- -----------------------------------------------------------------------</TABLE>

The Disciplined Equity Composite currently includes all discretionary
accounts managed by J.P. Morgan using substantially similar investment strategy
as the Disciplined Equity Fund. The inception date for the Disciplined Equity
Composite was October 31, 1989. Prior to January 1, 1993 the composite may not
have included all discretionary accounts.

The SmartIndex(TM) Fund's investment objective and policies are substantially
similar to those used by J.P. Morgan in managing certain discretionary
investment management accounts. The chart below shows the historical investment
performance for a composite of these private accounts (the "SmartIndex(TM)
Composite").

The performance of the SmartIndex(TM) Composite does not represent the fund's
performance nor should it be interpreted as indicative of the fund's future
performance. The accounts in the SmartIndex(TM) Composite are not subject to the
same limitations imposed on mutual funds. If the accounts included in the
SmartIndex(TM) Composite had been subject to these limitations, their
performance might have been lower.

Additionally, although it is anticipated that the SmartIndex(TM) Fund and the
SmartIndex(TM) Composite will hold similar securities, their investment results
are expected to differ. In particular, difference in asset size and cash flow
resulting from purchases and redemptions of fund shares may result in different
securities selections, differences in the relative weightings of securities or
differences in the prices paid for particular SmartIndex(TM) Fund holdings.

The performance of the SmartIndex(TM) Composite reflects the deductions of the
SmartIndex(TM) Fund's total operating expenses, after expense reimbursement, and
the reinvestment of dividends and other distributions. The performance
information is the average annual total return of the SmartIndex(TM) Composite
for the periods indicated.

<TABLE>
<CAPTION>
Annual Total Returns for the Year Ended December 31,
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SmartIndex(TM)Fund 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
Composite 30.24% -2.43% 29.76% 9.94% 10.44% 2.27% 38.38% 23.72% 33.98% 31.64% 19.21%
- ------------------------------------------------------------------------------------------------------------------------------------
S&P 500 Index 31.69% -3.11% 30.47% 7.62% 10.08% 1.32% 37.58% 22.96% 33.36% 28.58% 21.04%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The SmartIndex(TM) Composite currently includes all discretionary accounts
managed by J.P. Morgan using the same investment strategy as the fund. The
inception date for the SmartIndex(TM) Composite was December 31, 1988. Prior to
January 1, 1993 the composite may not have included all discretionary accounts.

18 | FUND DETAILS
<PAGE>

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

(THIS PAGE IS INTENTIONALLY LEFT BLANK)

<PAGE>

- --------------------------------------------------------------------------------
RISK AND REWARD ELEMENTS
This table discusses the main elements that make up each fund's overall risk and
reward characteristics. It also outlines each fund's policies toward various
investments, including those that are designed to help certain funds manage
risk.

o Each fund's share price and o Stocks have generally o Under normal circumstances the funds plan to remain
performance will fluctuate outperformed more stable fully invested, with at least 65% in stocks; stock
in response to stock market investments (such as bonds investments may include U.S. and foreign common stocks,
movements and cash equivalents) over convertible securities, preferred stocks, trust or
the long term partnership interests, warrants, rights, and investment
o Adverse market conditions company securities
may from time to time cause
a fund to take temporary o The funds seek to limit risk through diversification
defensive positions that are
inconsistent with its o During severe market downturns, the funds have the
principal investment option of investing up to 100% of assets in
strategies and may hinder a investment-grade short-term securities
fund from achieving its
investment objective

Management choices

o A fund could underperform o A fund could outperform its o J.P. Morgan focuses
its active management on securities its benchmark due to its benchmark due to
these same selection, the area where it believes its commitment to securities
and asset choices research can most enhance returns allocation choices

Foreign investments

o Currency exchange rate o Favorable exchange rate o Each fund anticipates that its total foreign investments
movements could reduce gains movements could generate will not exceed 20% of assets
or create losses gains or reduce losses
o Each fund actively manages the currency exposure of its
o A fund could lose money o Foreign investments, which foreign investments relative to its benchmark, and may
because of foreign represent a major portion of hedge back into the U.S. dollar from time to time (see
government actions, the world's securities, also "Derivatives")
political instability, or offer attractive potential
lack of adequate and performance and
accurate information opportunities for
diversification

When-issued and delayed
delivery securities

o When a fund buys securities o A fund can take advantage of o Each fund uses segregated accounts to offset leverage
before issue or for delayed attractive transaction risk
delivery, it could be opportunities
exposed to leverage risk if
it does not use segregated
accounts

Short-term trading

o Increased trading would o A fund could realize gains o The funds generally avoid short-term trading, except to
raise a fund's brokerage and in a short period of time take advantage of attractive or unexpected opportunities
related costs or to meet demands generated by shareholder activity.
o A fund could protect against The turnover rate for each fund for its most recent
o Increased short-term capital losses if a stock is fiscal year end is as
follows: Disciplined Equity (51%), gains distributions would overvalued and
its value U.S. Equity (84%), U.S. Small Company (104%), Tax Aware raise
shareholders' income later falls Disciplined Equity (40%), and SmartIndex(TM)
(19%) tax liability
</TABLE>

20 | FUND DETAILS
<PAGE>

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

o Derivatives such as futures, o Hedges that correlate well o The funds use derivatives for hedging and for risk
options, swaps, and forward with underlying positions management (i.e., to establish or adjust exposure to
foreign currency contracts can reduce or eliminate particular securities, markets or currencies); risk
that are used for hedging losses at low cost management may include management of a fund's exposure
the portfolio or specific relative to its benchmark
securities may not fully o A fund could make money and
offset the underlying protect against losses if o The funds only establish hedges that they expect will be
positions(1) and this could management's analysis proves highly correlated with underlying positions
result in losses to the fund correct
that would not have o While the funds may use derivatives that incidentally
otherwise occurred o Derivatives that involve involve leverage, they do not use them for the specific
leverage could generate purpose of leveraging their portfolios
o Derivatives used for risk substantial gains at low
management may not have the cost
intended effects and may
result in losses or missed
opportunities

o The counterparty to a
derivatives contract could
default

o Derivatives that involve
leverage could magnify
losses

o Certain types of derivatives
involve costs to the funds
which can reduce returns

Securities lending

o When a fund lends a o A fund may enhance income o J.P. Morgan maintains a list
of approved borrowers security, there is a risk through the investment of that
the loaned securities the collateral received from o The fund receives
collateral equal to at least 100% of may not be returned if the the borrower
the current value of securities loaned borrower defaults
o The lending agents indemnify a fund against borrower
o The collateral will be default
subject to the risks of the
securities in which it is o J.P. Morgan's collateral investment guidelines limit the
invested quality and duration of collateral investment to
minimize losses

o Upon
recall,
the
borrower
must
return
the
securities
loaned
within
the
normal
settlement
period

Illiquid holdings

o A fund could have difficulty o These holdings may offer o No fund may invest more than 15% of net assets in
valuing these holdings more attractive yields or illiquid holdings
precisely potential growth than
comparable widely traded o To maintain adequate liquidity to meet redemptions, each
o A fund could be unable to securities fund may hold investment-grade short-term
securities sell these holdings at the (including repurchase agreements and
reverse repurchase time or price it desires agreements) and, for temporary or
extraordinary
purposes, may borrow from banks up to 331 1/43% of the
value of its total assets
</TABLE>

(1) A futures contract is an agreement to buy or sell a set quantity of an
underlying instrument at a future date, or to make or receive a cash payment
based on changes in the value of a securities index. An option is the right
to buy or sell a set quantity of an underlying instrument at a
pre-determined price. A swap is a privately negotiated agreement to exchange
one stream of payments for another. A forward foreign currency contract is
an obligation to buy or sell a given currency on a future date and at a set
price.

FUND DETAILS | 21
<PAGE>

- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

The financial tables are intended to help you understand each fund's financial
performance for the past one through five fiscal years or periods, as
applicable. Certain information reflects financial results for a single fund
share. The total returns in the tables represent the rate that an investor would
have earned (or lost) on an investment in a fund (assuming reinvestment of all
dividends and distributions). Except where noted, this information has been
audited by PricewaterhouseCoopers LLP, whose reports, along with each fund's
financial statements, are included in the respective fund's annual report, which
are available upon request.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
J.P. MORGAN INSTITUTIONAL DISCIPLINED EQUITY FUND

For the six
Per-share data For fiscal periods ended months ended
- -------------------------------------------------------------------------------------------------------------
5/31/97(1) 5/31/98 5/31/99 11/30/99
(unaudited)
<S> <C> <C> <C> <C>
Net asset value, beginning of period ($) 10.00 11.47 14.96 17.57
- -------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income ($) 0.04 0.12 0.17 0.15
Net realized and unrealized gain
on investment ($) 1.43 3.62 3.18 0.74
- -------------------------------------------------------------------------------------------------------------
Total from investment operations ($) 1.47 3.74 3.35 0.89
- -------------------------------------------------------------------------------------------------------------
Less distributions to shareholders from:
Net investment income ($) -- (0.12) (0.15) (0.08)
Net realized gains ($) -- (0.13) (0.59) --
- -------------------------------------------------------------------------------------------------------------
Total distributions to shareholders ($) -- (0.25) (0.74) (0.08)
- -------------------------------------------------------------------------------------------------------------
Net asset value, end of period ($) 11.47 14.96 17.57 18.38
- -------------------------------------------------------------------------------------------------------------

Ratios and supplemental data
- -------------------------------------------------------------------------------------------------------------
Total return (%) 14.70(2) 32.98 23.07 5.08(2)
- -------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ thousands) 49,726 296,191 1,008,435 1,293,751
- -------------------------------------------------------------------------------------------------------------
Ratio to average net assets:
- -------------------------------------------------------------------------------------------------------------
Net expenses (%) 0.45(3) 0.45 0.45 0.45(3)
- -------------------------------------------------------------------------------------------------------------
Net investment income (%) 1.58(3) 1.27 1.14 0.99(3)
- -------------------------------------------------------------------------------------------------------------
Expenses without reimbursement (%) 1.34(3) 0.72 0.60 0.54(3)
- -------------------------------------------------------------------------------------------------------------
</TABLE>

(1) The fund commenced operations on 1/3/97.
(2) Not annualized.
(3) Annualized.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
J.P. MORGAN INSTITUTIONAL U.S. EQUITY FUND

For the six
Per-share data For fiscal periods ended months ended
- ------------------------------------------------------------------------------------------------------------------------------
5/31/95 5/31/96 5/31/97 5/31/98 5/31/99 11/30/99
(unaudited)
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period ($) 10.92 12.10 14.00 15.66 16.73 15.08
- ------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income ($) 0.18 0.27 0.17 0.15 0.16 0.07
Net realized and unrealized gain
on investment ($) 1.42 2.66 3.02 3.81 2.39 0.18
- ------------------------------------------------------------------------------------------------------------------------------
Total from investment operations ($) 1.60 2.93 3.19 3.96 2.55 0.25
- ------------------------------------------------------------------------------------------------------------------------------
Less distributions to shareholders from:
Net investment income ($) (0.14) (0.20) (0.25) (0.18) (0.17) (0.04)
Net realized gains ($) (0.28) (0.83) (1.28) (2.71) (4.03) --
- ------------------------------------------------------------------------------------------------------------------------------
Total distributions to shareholders ($) (0.42) (1.03) (1.53) (2.89) (4.20) (0.04)
- ------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period ($) 12.10 14.00 15.66 16.73 15.08 15.29
- ------------------------------------------------------------------------------------------------------------------------------

Ratios and supplemental data
- ------------------------------------------------------------------------------------------------------------------------------
Total return (%) 15.40 25.43 25.21 28.53 18.66 1.66(1)
- ------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ thousands) 172,497 221,368 329,776 378,988 278,253 276,962
- ------------------------------------------------------------------------------------------------------------------------------
Ratio to average net assets:
- ------------------------------------------------------------------------------------------------------------------------------
Net expenses (%) 0.60 0.60 0.60 0.60 0.60 0.60(2)
- ------------------------------------------------------------------------------------------------------------------------------
Net investment income (%) 2.07 2.08 1.33 0.89 0.89 0.86(2)
- ------------------------------------------------------------------------------------------------------------------------------
Expenses without reimbursement (%) 0.71 0.62 0.65 0.63 0.63 0.62(2)
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Not annualized.
(2) Annualized.

22 | FUND DETAILS
<PAGE>

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

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
J.P. MORGAN INSTITUTIONAL U.S. SMALL COMPANY FUND

For the six
Per-share data For fiscal periods ended months ended
- -----------------------------------------------------------------------------------------------------------------------------------
5/31/95 5/31/96 5/31/97 5/31/98 5/31/99 11/30/99
(unaudited)
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period ($) 10.03 11.16 13.97 14.09 15.30 11.98
- -----------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income ($) 0.10 0.13 0.10 0.09 0.08 0.02
Net realized and unrealized gain (loss)
on investment ($) 1.12 3.66 1.07 3.04 (1.83) 3.30
- -----------------------------------------------------------------------------------------------------------------------------------
Total from investment operations ($) 1.22 3.79 1.17 3.13 (1.75) 3.32
- -----------------------------------------------------------------------------------------------------------------------------------
Less distributions to shareholders from:
Net investment income ($) (0.09) (0.12) (0.13) (0.08) (0.08) (0.01)
Net realized gain ($) -- (0.86) (0.92) (1.84) (1.49) --
- -----------------------------------------------------------------------------------------------------------------------------------
Total distributions to shareholders ($) (0.09) (0.98) (1.05) (1.92) (1.57) (0.01)
- -----------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period ($) 11.16 13.97 14.09 15.30 11.98 15.29
- -----------------------------------------------------------------------------------------------------------------------------------

Ratios and supplemental data
- -----------------------------------------------------------------------------------------------------------------------------------
Total return (%) 12.26 35.60 9.44 23.55 (10.79) 27.732
- -----------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ thousands) 149,279 291,931 401,797 420,413 344,776 390,985
- -----------------------------------------------------------------------------------------------------------------------------------
Ratio to average net assets:
- -----------------------------------------------------------------------------------------------------------------------------------
Net expenses (%) 0.80 0.80 0.80 0.80 0.80 0.80(3)
- -----------------------------------------------------------------------------------------------------------------------------------
Net investment income (loss) (%) 1.14 1.20 0.81 0.55 0.55 0.42(3)
- -----------------------------------------------------------------------------------------------------------------------------------
Expenses without reimbursement and
including interest expense (%) 0.91 0.83 0.85 0.85 0.85 0.82(3)
- -----------------------------------------------------------------------------------------------------------------------------------
Interest expense (%) -- -- -- 0.00(1) -- --
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Less than 0.01%.
(2) Not annualized.
(3) Annualized.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
J.P. Morgan Institutional Tax Aware Disciplined Equity Fund

Per-share data For fiscal periods ended October 31
- -----------------------------------------------------------------------------------
1997(1) 1998 1999
<S> <C> <C> <C>
Net asset value, beginning of period ($) 10.00 12.08 14.71
- -----------------------------------------------------------------------------------
Income from investment operations:
Net investment income ($) 0.06 0.11 0.15
Net realized and unrealized gain
on investment ($) 2.02 2.68 3.48
- -----------------------------------------------------------------------------------
Total from investment operations ($) 2.08 2.79 3.63
- -----------------------------------------------------------------------------------
Less distributions to shareholders from:
Net investment income ($) -- (0.16) (0.15)
- -----------------------------------------------------------------------------------
Net asset value, end of period ($) 12.08 14.71 18.19
- -----------------------------------------------------------------------------------

Ratios and supplemental data
- -----------------------------------------------------------------------------------
Total return (%) 20.80(2) 23.26 24.72
- -----------------------------------------------------------------------------------
Net assets, end of period ($ thousands) 12,026 90,079 340,812
- -----------------------------------------------------------------------------------
Ratio to average net assets:
- -----------------------------------------------------------------------------------
Net expenses (%) 0.55(3) 0.55 0.55
- -----------------------------------------------------------------------------------
Net investment income (%) 1.19(3) 0.97 0.94
- -----------------------------------------------------------------------------------
Expenses without reimbursement (%) 4.59(3) 1.02 0.65
- -----------------------------------------------------------------------------------
Portfolio turnover rate (%) 35 57 40
- -----------------------------------------------------------------------------------
</TABLE>

(1) The fund commenced operations on 1/30/97.
(2) Not annualized.
(3) Annualized.

FUND DETAILS | 23
<PAGE>

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

- --------------------------------------------------------------------------------
J.P. MORGAN INSTITUTIONAL SMARTINDEX(TM) FUND
For the six
Per-share data For fiscal periods ended months ended
- --------------------------------------------------------------------------------

5/31/99(1) 11/30/99
(unaudited)
Net asset value, beginning of period ($) 15.00 16.06
- --------------------------------------------------------------------------------
Income from investment operations:
Net investment income ($) 0.07 0.05
Net realized and unrealized gain
on investment ($) 1.02 0.94
- --------------------------------------------------------------------------------
Total from investment operations ($) (1.09) 0.99
- --------------------------------------------------------------------------------
Less distributions to shareholders from:
Net investment income (0.03) (0.05)
- --------------------------------------------------------------------------------
Net asset value, end of period ($) 16.06 17.00
- --------------------------------------------------------------------------------

Ratios and supplemental data
- --------------------------------------------------------------------------------
Total return (%) 7.27(2) 6.18(2)
- --------------------------------------------------------------------------------
Net assets, end of period ($ thousands) 5,363 126,956
- --------------------------------------------------------------------------------
Ratios to average net assets:
Net expenses (%) 0.35(3) 0.35(3)
- --------------------------------------------------------------------------------
Net investment income(%) 1.13(3) 1.30(3)
- --------------------------------------------------------------------------------
Expenses without reimbursement (%) 5.44(3) 0.62(3)
- --------------------------------------------------------------------------------
Portfolio turnover (%) 19 17
- --------------------------------------------------------------------------------

(1) The fund commenced operations on 12/31/98.
(2) Not annualized.
(3) Annualized.

24 | FUND DETAILS
<PAGE>

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

(this page is intentionally left blank)
<PAGE>

- --------------------------------------------------------------------------------
FOR MORE INFORMATION
- --------------------------------------------------------------------------------

For investors who want more information on these funds, the following documents
are available free upon request:

Copies of the current versions of these documents, along with other information
about the funds, may be obtained by contacting:

J.P. Morgan Institutional Funds
J.P. Morgan Funds Services
522 Fifth Avenue
New York, NY 10036

Telephone: 1-800-766-7722

Hearing impaired: 1-888-468-4015

Email: [email protected]

Text-only versions of these documents and this prospectus are available, upon
payment of a duplicating fee, from the Public Reference Room of the Securities
and Exchange Commission in Washington, D.C. (1-800-SEC-0330) and may be viewed
on-screen or downloaded from the SEC's Internet site at http://www.sec.gov. Each
fund's investment company and 1933 Act registration numbers are:

J.P. Morgan Institutional Disciplined Equity Fund ...... 811-07342 and 033-54642
J.P. Morgan Institutional U.S. Equity Fund ............. 811-07342 and 033-54642
J.P. Morgan Institutional U.S. Small Company Fund ...... 811-07342 and 033-54642
J.P. Morgan Institutional Tax Aware Disciplined
Equity Fund .......................................... 811-07795 and 333-11125
J.P. Morgan Institutional SmartIndex(TM)Fund ........... 811-07795 and 333-11125

J.P. MORGAN INSTITUTIONAL FUNDS AND THE MORGAN TRADITION

JPMorgan
- --------------------------------------------------------------------------------
J.P. Morgan Institutional Funds

Advisor Distributor
J.P. Morgan Investment Management Inc. Funds Distributor, Inc.
522 Fifth Avenue 60 State Street
New York, NY 10036 Boston, MA 02109
1-800-766-7722 1-800-221-7930

IMPR09