JP MORGAN INSTITUTIONAL FUNDS, 497, 2000-10-03

JP MORGAN INSTITUTIONAL FUNDS
497, 2000-10-03

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<PAGE>

--------------------------------------------------------------------------------
OCTOBER 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.

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 for anyone to state or suggest otherwise.

Distributed by Funds Distributor, Inc.

JPMorgan
<PAGE>

CONTENTS
--------------------------------------------------------------------------------

1 | 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 ......................... 1
J.P. Morgan Institutional U.S. Equity Fund ................................ 3
J.P. Morgan Institutional U.S. Small Company Fund ......................... 5
J.P. Morgan Institutional Tax Aware Disciplined Equity Fund ............... 7
J.P. Morgan Institutional SmartIndex(TM)Fund .............................. 9

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

U.S. EQUITY MANAGEMENT APPROACH
J.P. Morgan ............................................................... 11
J.P. Morgan U.S. equity funds ............................................. 11
The spectrum of U.S. equity funds ......................................... 11
Who may want to invest .................................................... 11
U.S. equity investment process ............................................ 12
Tax aware investing at J.P. Morgan ........................................ 12

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

YOUR INVESTMENT
Investing through a financial professional ................................ 13
Investing through an employer-sponsored retirement plan ................... 13
Investing through an IRA or rollover IRA .................................. 13
Investing directly ........................................................ 13
Opening your account ...................................................... 13
Adding to your account .................................................... 13
Selling shares ............................................................ 14
Account and transaction policies .......................................... 14
Dividends and distributions ............................................... 15
Tax considerations ........................................................ 15

16 | More about risk and the funds' business operations

FUND DETAILS
Business structure ........................................................ 16
Management and administration ............................................. 16
Performance of private accounts ........................................... 17
Risk and reward elements .................................................. 19
Financial highlights ...................................................... 21

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

<PAGE>

J.P. MORGAN INSTITUTIONAL DISCIPLINED EQUITY 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 19-20.

[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 12.) 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.

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>

TICKER SYMBOL: JPIEX
--------------------------------------------------------------------------------
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 $369 billion, including more than $27 billion using similar
strategies as the fund.

The portfolio management team is led by Bernard A. Kroll, managing director,
Timothy J. Devlin, vice president, and Nanette Buziak, vice president. Mr. Kroll
has been at J.P. Morgan since August of 1996 and prior to that was an equity
derivatives specialist at Goldman Sachs & Co. Mr. Devlin has been at J.P. Morgan
since July of 1996, and prior to that was an equity portfolio manager at
Mitchell Hutchins Asset Management Inc. Ms. Buziak has been at J.P. Morgan since
March of 1997 and prior to that was an index arbitrage trader and convertible
bond portfolio manager at First Marathon America 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.

1 | 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&P 500 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

The fund's year-to-date total return as of 6/30/00 was -1.75%. 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).

<TABLE>
<CAPTION>
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>

<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 reimbursement are deducted from fund assets prior to
performance calculations.

Annual fund operating expenses(3) (%)
(expenses that are deducted from fund assets)
--------------------------------------------------------------------------------
Management fees 0.35
Distribution (12b-1) fees none
Other expenses 0.20
--------------------------------------------------------------------------------
Total operating expenses 0.55
Fee waiver and
expense reimbursement(4) 0.10
--------------------------------------------------------------------------------
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
10/1/00 through 9/30/01 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($) 46 166 297 680
--------------------------------------------------------------------------------

(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 16. 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 10/1/00 by Morgan Guaranty Trust Company of New
York, an affiliate of J.P. Morgan, to reimburse the fund to the extent total
operating expenses (excluding interest, taxes and extraordinary expenses)
exceed 0.45% of the fund's average daily net assets through 9/30/01.

J.P. MORGAN INSTITUTIONAL DISCIPLINED EQUITY FUND | 2

<PAGE>

J.P. MORGAN INSTITUTIONAL U.S. EQUITY 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 19-20.

[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 12. 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.

<PAGE>

TICKER SYMBOL: JMUEX
--------------------------------------------------------------------------------
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 $369 billion, including more than $16 billion using similar
strategies as the fund.

The portfolio management team is comprised of 23 research analysts, who select
stocks in their respective sectors using the investment process described on
page 12. Henry D. Cavanna, managing director, and Bradford L. Frishberg, vice
president, oversee the portfolio and manage its cash flows. Mr. Cavanna joined
the team in February of 1998, and has been at J.P. Morgan since 1971. He served
as manager of U.S. equity portfolios prior to managing the fund. Mr. Frishberg
has been at J.P. Morgan since 1996 and is a portfolio manager in the equity and
balanced groups. Prior to joining J.P. Morgan, he managed portfolios for Aetna
Investment Management in Hong Kong.

--------------------------------------------------------------------------------
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.

3 | J.P. MORGAN INSTITUTIONAL U.S. EQUITY FUND

<PAGE>

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&P 500
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)
------------------------------------------------------------------------------------------------------------------------------------
1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
40%
34.12
32.83
30%
28.58
21.22 24.79
20%

11.06 14.88
10%
8.73
1.38
0%
------------------------------------------------------------------------------------------------------------------------------------
(0.32)
(10%)
</TABLE>

[ ] J.P. Morgan Institutional U.S. Equity Fund

The fund's year-to-date total return as of 6/30/00 was -0.91%. 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).

<TABLE>
<CAPTION>
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>
<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 0.40
Distribution (12b-1) fees none
Other expenses 0.23
--------------------------------------------------------------------------------
Total annual fund
operating expenses 0.63
--------------------------------------------------------------------------------

Expense example
--------------------------------------------------------------------------------
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, and 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.

--------------------------------------------------------------------------------
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 16. 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.

J.P. MORGAN INSTITUTIONAL U.S. EQUITY FUND | 4

<PAGE>

J.P. MORGAN INSTITUTIONAL U.S. SMALL COMPANY 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 19-20.

[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 12. 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.

<PAGE>

TICKER SYMBOL: JUSSX
--------------------------------------------------------------------------------
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 $369 billion, including more than $3.2 billion using similar
strategies as the fund.

The portfolio management team is led by Marian U. Pardo, managing director,
Alexandra F. Wells, vice president, and Daniel J. Anniello, vice president. Ms.
Pardo had 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. Mr. Anniello has been a small company
portfolio manager since May 2000 and employed by J.P. Morgan since 1997. Prior
to joining J.P. Morgan, Mr. Anniello worked at Warburg Pincus Asset Management
and the U.S. Securities and Exchange Commission.

--------------------------------------------------------------------------------
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.

5 | J.P. MORGAN INSTITUTIONAL U.S. SMALL COMPANY FUND

<PAGE>

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.

<TABLE>
<CAPTION>
Year-by-year total return (%)Shows changes in returns by calendar year(1,2)
------------------------------------------------------------------------------------------------------------------------------------
1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
60%
59.59
44.30
31.88
30% 20.84 22.70
18.98
8.59

0%
------------------------------------------------------------------------------------------------------------------------------------
(5.81) (5.28)
(24.34)
(30%)

</TABLE>

[ ] J.P. Morgan Institutional U.S. Small Company Fund

The fund's year-to-date total return as of 6/30/00 was 0.57%. 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).

<TABLE>
<CAPTION>
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. Small Company Fund (after expenses) 44.30 21.73 14.66
------------------------------------------------------------------------------------------------------------------------------------
Russell 2000 Index (no expenses) 21.50 18.92 15.39
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

Annual fund operating expenses(3) (%)
(expenses that are deducted from fund assets)
--------------------------------------------------------------------------------
Management fees 0.60
Distribution (12b-1) fees none
Other expenses 0.22
--------------------------------------------------------------------------------
Total annual fund
operating expenses 0.82
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
1 yr. 3 yrs. 5 yrs. 10 yrs.
Your cost($) 84 262 455 1,014
--------------------------------------------------------------------------------

(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.

J.P. MORGAN INSTITUTIONAL U.S. SMALL COMPANY FUND | 6

<PAGE>

J.P. MORGAN INSTITUTIONAL TAX AWARE DISCIPLINED EQUITY 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 19-20.

[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 12.

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.

<PAGE>

TICKER SYMBOL: JPDEX
--------------------------------------------------------------------------------
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 $369 billion, including more than $2.7 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
responsible for structured equity strategies.

--------------------------------------------------------------------------------
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.

7 | J.P. MORGAN INSTITUTIONAL TAX AWARE DISCIPLINED EQUITY FUND

<PAGE>

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
20%
17.39
0%
--------------------------------------------------------------------------------

[ ] J.P. Morgan Institutional Tax Aware Disciplined Equity Fund

The fund's year-to-date total return as of 6/30/00 was -1.75%. 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).

<TABLE>
<CAPTION>
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 Tax Aware Disciplined Equity Fund (after expenses) 17.39 26.33
------------------------------------------------------------------------------------------------------------------------------------
S&P 500 Index (no expenses) 21.04 25.81
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

--------------------------------------------------------------------------------
INVESTOR EXPENSES
The expenses of the fund are shown at right. The fund has no sales, redemptions,
exchange, or account fees, although some institutions may charge you a fee for
shares you buy through them.

Shareholder transaction expenses(3)
--------------------------------------------------------------------------------
Management fees 0.35
Distribution (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. 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($) 56 198 352 801
--------------------------------------------------------------------------------

(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 total
operating expenses (excluding interest, taxes and 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 | 8

<PAGE>

J.P. MORGAN INSTITUTIONAL SMARTINDEX(TM) 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 19-20.

[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 12.
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.

<PAGE>

TICKER SYMBOL: JPISX
--------------------------------------------------------------------------------
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 $369 billion, including more than $33 billion using the same
strategy 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.

9 | J.P. MORGAN INSTITUTIONAL SMARTINDEX(TM)FUND

<PAGE>

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

The fund's year-to-date total return as of 6/30/00 was -1.19%. 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
-6.29% (for the quarter ended 9/30/99).

<TABLE>
<CAPTION>
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>

<PAGE>

Annual fund operating expenses(3)(%)
(expenses that are deducted from fund assets)
--------------------------------------------------------------------------------
Management fees 0.25
Marketing (12b-1) fees none
Other expenses 0.33
--------------------------------------------------------------------------------
Total operating expenses 0.58
Fee waiver and
expense reimbursement(4) 0.23
--------------------------------------------------------------------------------
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
10/1/00 through 9/30/01 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($) 36 163 301 704
--------------------------------------------------------------------------------

(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 10/1/00 by Morgan Guaranty
Trust Company of New York, an affiliate of J.P. Morgan, to reimburse the
fund to the extent total operating expenses (excluding interest, taxes and
extraordinary expenses) exceed 0.35% of the fund's average daily net assets
through 9/30/01.

J.P. MORGAN INSTITUTIONAL SMARTINDEX(TM)FUND | 10

<PAGE>

U.S. 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 approximately 420 analysts and portfolio
managers around the world and has approximately $369 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.

U.S. Small Company Fund o

Return

o U.S. Equity Fund

o Tax Aware Disciplined Equity Fund

o Disciplined Equity Fund

o SmartIndex(TM) Fund

Risk

11 | U.S. EQUITY MANAGEMENT APPROACH
<PAGE>

[GRAPHIC OMITTED]
J.P. Morgan analysts develop proprietary
fundamental research

[GRAPHIC OMITTED]
Stocks in each industry are ranked
with the help of models

[GRAPHIC OMITTED]
Using research and valuations,
each fund's management team
chooses stocks for its fund

<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:

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 125 career equity analysts. The team of
analysts dedicated to U.S. equities includes more than 20 members, with an
average of over ten years of experience.

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.

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 J.P. Morgan Institutional 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 J.P. Morgan Institutional 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. 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 | 12

<PAGE>

YOUR INVESTMENT
--------------------------------------------------------------------------------
For your convenience, the J.P. Morgan 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 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.

<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.M. Institutional Shareholder Services
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.

13 | 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 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.

<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 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 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 on a foreign exchange after the
close of trading on that exchange, that would materially impact a security's
value at the time the fund calculates its NAV), 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
Morgan Christiana Center
J.P. Morgan Funds Services - 2/OPS3
500 Stanton Christiana Road
Newark, DE 19713
1-800-766-7722

Representatives are available 8:00 a.m. to 6:00 p.m. eastern
time on fund business days.

YOUR INVESTMENT | 14

<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 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), 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 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.

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 fund.

<PAGE>

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

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.

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.

15 | 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 receives the following fees for investment advisory and other
services:

<PAGE>

--------------------------------------------------------------------------------
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
(fee shared with Funds pro-rata portions of 0.09% of
Distributor, Inc.) the 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 Equity 0.35%
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 | 16

<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 annual total return of the Disciplined Equity
Composite for each of the periods indicated.
<TABLE>
<CAPTION>
Annual Total Returns for the Years 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 Years Ended December 31,
1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SmartIndex(TM)Fund
Composite -2.43% 29.76% 9.94% 10.44% 2.27% 38.38% 23.72% 33.98% 31.64% 19.21%
------------------------------------------------------------------------------------------------------------------------------------
S&P 500 Index -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.

17 | FUND DETAILS

<PAGE>

(THIS PAGE IS INTENTIONALLY LEFT BLANK)

| 18

<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.

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

o Each fund's share price and o Stocks have generally o Under normal circumstances the funds plan to
performance will fluctuate outperformed more stable remain fully invested, with at least 65% in
in response to stock market investments (such as bonds stocks; stock investments may include U.S. and
movements and cash equivalents) over foreign common stocks, convertible securities,
the long term preferred stocks, trust or partnership interests,
o Adverse market conditions warrants, rights, and investment company
may from time to time cause securities
a fund to take temporary
defensive positions that are o The funds seek to limit risk through
inconsistent with its diversification
principal investment
strategies and may hinder a o During severe market downturns, the funds have the
fund from achieving its option of investing up to 100% of assets in
investment objective investment-grade short-term securities
------------------------------------------------------------------------------------------------------------------------------------
Management choices

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

o Currency exchange rate o Favorable exchange rate o Each fund anticipates that its total foreign
movements could reduce gains movements could generate investments will not exceed 20% of assets
or create losses gains or reduce losses
o Each fund actively manages the currency exposure
o A fund could lose money o Foreign investments, which of its foreign investments relative to its
because of foreign represent a major portion of benchmark, and may hedge back into the U.S. dollar
government actions, the world's securities, from time to time (see 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
before issue or for delayed attractive transaction leverage 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,
raise a fund's brokerage and in a short period of time except to take advantage of attractive or
related costs unexpected opportunities or to meet demands
o A fund could protect against generated by shareholder activity. The turnover
o Increased short-term capital losses if a stock is rate for each fund for its most recent fiscal year
gains distributions would overvalued and its value end is as follows: Disciplined Equity (56%), U.S.
raise shareholders' income later falls Equity (89%), U.S. Small Company (104%), Tax Aware
tax liability Disciplined Equity (40%), and SmartIndex(TM)(45%)
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

19 | 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
foreign currency contracts can reduce or eliminate to particular securities, markets or currencies);
that are used for hedging losses at low cost risk management may include management of a fund's
the portfolio or specific exposure 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
positions and this could management's analysis proves will be highly correlated with underlying
result in losses to the fund correct positions
that would not have
otherwise occurred o Derivatives that involve o While the funds may use derivatives that
leverage could generate incidentally involve leverage, they do not use
o Derivatives used for risk substantial gains at low them for the specific purpose of leveraging their
management may not have the cost portfolios
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
may not be returned if the the borrower 100% of the current value of securities loaned
borrower defaults
o The lending agents indemnify a fund against
o The collateral will be borrower default
subject to the risks of the
securities in which it is o J.P. Morgan's collateral investment guidelines
invested 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 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
o A fund could be unable to securities redemptions, each fund may hold investment-grade
sell these holdings at the short-term securities (including repurchase
time or price it desires 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
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

(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 | 20

<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, or since
inception, if less than five years, 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

Per-share data For fiscal periods ended
------------------------------------------------------------------------------------------------------------------------------------
5/31/97(1) 5/31/98 5/31/99 5/31/00
<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 0.17
Net realized and unrealized gain
on investment ($) 1.43 3.62 3.18 0.81
------------------------------------------------------------------------------------------------------------------------------------
Total from investment operations ($) 1.47 3.74 3.35 0.98
------------------------------------------------------------------------------------------------------------------------------------
Less distributions to shareholders from:
Net investment income ($) -- (0.12) (0.15) (0.18)
Net realized gains ($) -- (0.13) (0.59) (0.83)
------------------------------------------------------------------------------------------------------------------------------------
Total distributions to shareholders ($) -- (0.25) (0.74) (1.01)
------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period ($) 11.47 14.96 17.57 17.54
------------------------------------------------------------------------------------------------------------------------------------

Ratios and supplemental data
------------------------------------------------------------------------------------------------------------------------------------
Total return (%) 14.70(2) 32.98 23.07 5.54
------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ thousands) 49,726 296,191 1,008,435 1,476,110
------------------------------------------------------------------------------------------------------------------------------------
Ratio to average net assets:
------------------------------------------------------------------------------------------------------------------------------------
Net expenses (%) 0.45(3) 0.45 0.45 0.45
----------------------------------------------------------------------------------------------------------------------------------
Net investment income (%) 1.58(3) 1.27 1.14 1.04
----------------------------------------------------------------------------------------------------------------------------------
Expenses without reimbursement (%) 1.34(3) 0.72 0.60 0.55
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
J.P. MORGAN INSTITUTIONAL U.S. EQUITY FUND

Per-share data For fiscal years ended
------------------------------------------------------------------------------------------------------------------------------------
5/31/96 5/31/97 5/31/98 5/31/99 5/31/00
<S> <C> <C> <C> <C>
Net asset value, beginning of period ($) 12.10 14.00 15.66 16.73 15.08
------------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income ($) 0.27 0.17 0.15 0.16 0.11
Net realized and unrealized gain
on investment ($) 2.66 3.02 3.81 2.39 0.26
------------------------------------------------------------------------------------------------------------------------------------
Total from investment operations ($) 2.93 3.19 3.96 2.55 0.37
------------------------------------------------------------------------------------------------------------------------------------
Less distributions to shareholders from:
Net investment income ($) (0.20) (0.25) (0.18) (0.17) (0.11)
Net realized gains ($) (0.83) (1.28) (2.71) (4.03) (2.55)
------------------------------------------------------------------------------------------------------------------------------------
Total distributions to shareholders ($) (1.03) (1.53) (2.89) (4.20) (2.66)
------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period ($) 14.00 15.66 16.73 15.08 12.79
------------------------------------------------------------------------------------------------------------------------------------

Ratios and supplemental data
------------------------------------------------------------------------------------------------------------------------------------
Total return (%) 25.43 25.21 28.53 18.66 2.45
------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ thousands) 221,368 329,776 378,988 278,253 241,490
------------------------------------------------------------------------------------------------------------------------------------
Ratio to average net assets:
------------------------------------------------------------------------------------------------------------------------------------
Net expenses (%) 0.60 0.60 0.60 0.60 0.60
----------------------------------------------------------------------------------------------------------------------------------
Net investment income (%) 2.08 1.33 0.89 0.89 0.76
----------------------------------------------------------------------------------------------------------------------------------
Expenses without reimbursement (%) 0.62 0.65 0.63 0.63 0.63
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

21 | FUND DETAILS

<PAGE>

Per-share data For fiscal years ended
------------------------------------------------------------------------------------------------------------------------------------
5/31/96 5/31/97 5/31/98 5/31/99 5/31/00
<S> <C> <C> <C> <C>
Net asset value, beginning of period ($) 11.16 13.97 14.09 15.30 11.98
------------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income ($) 0.13 0.10 0.09 0.08 0.04
Net realized and unrealized gain (loss)
on investment ($) 3.66 1.07 3.04 (1.83) 3.10
------------------------------------------------------------------------------------------------------------------------------------
Total from investment operations ($) 3.79 1.17 3.13 (1.75) 3.14
------------------------------------------------------------------------------------------------------------------------------------
Less distributions to shareholders from:
Net investment income ($) (0.12) (0.13) (0.08) (0.08) (0.01)
Net realized gain ($) (0.86) (0.92) (1.84) (1.49) --
------------------------------------------------------------------------------------------------------------------------------------
Total distributions to shareholders ($) (0.98) (1.05) (1.92) (1.57) (0.01)
------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period ($) 13.97 14.09 15.30 11.98 15.11
------------------------------------------------------------------------------------------------------------------------------------

Ratios and supplemental data
------------------------------------------------------------------------------------------------------------------------------------
Total return (%) 35.60 9.44 23.55 (10.79) 26.23
------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ thousands) 291,931 401,797 420,413 344,776 358,074
------------------------------------------------------------------------------------------------------------------------------------
Ratio to average net assets:
------------------------------------------------------------------------------------------------------------------------------------
Net expenses (%) 0.80 0.80 0.80 0.80 0.80
----------------------------------------------------------------------------------------------------------------------------------
Net investment income (loss) (%) 1.20 0.81 0.55 0.55 0.26
----------------------------------------------------------------------------------------------------------------------------------
Expenses without reimbursement and including interest expense (%) 0.83 0.85 0.85 0.85 0.82
----------------------------------------------------------------------------------------------------------------------------------
Interest expense (%) -- -- 0.00(1) -- --
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Less than 0.01%

<PAGE>

Per-share data For fiscal periods ended
------------------------------------------------------------------------------------------------------------------------------------
For the six
months ended
4/30/00
10/31/97(1) 10/31/98 10/31/99 (unaudited)
<S> <C> <C> <C> <C>
Net asset value, beginning of period ($) 10.00 12.08 14.71 18.19
------------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income ($) 0.06 0.11 0.15 0.08
Net realized and unrealized gain
on investment ($) 2.02 2.68 3.48 0.81
------------------------------------------------------------------------------------------------------------------------------------
Total from investment operations ($) 2.08 2.79 3.63 0.89
------------------------------------------------------------------------------------------------------------------------------------
Less distributions to shareholders from:
Net investment income ($) -- (0.16) (0.15) (0.08)
------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period ($) 12.08 14.71 18.19 19.00
------------------------------------------------------------------------------------------------------------------------------------

Ratios and supplemental data
------------------------------------------------------------------------------------------------------------------------------------
Total return (%) 20.80(2) 23.26 24.72 4.92(2)
------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ thousands) 12,026 90,079 340,812 436,043
------------------------------------------------------------------------------------------------------------------------------------
Ratio to average net assets:
------------------------------------------------------------------------------------------------------------------------------------
Net expenses (%) 0.55(3) 0.55 0.55 0.55(3)
----------------------------------------------------------------------------------------------------------------------------------
Net investment income (%) 1.19(3) 0.97 0.94 0.88(3)
----------------------------------------------------------------------------------------------------------------------------------
Expenses without reimbursement (%) 4.59(3) 1.02 0.65 0.56(3)
----------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate (%) 35 57 40 26
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) The fund commenced operations on 1/30/97.
(2) Not annualized.
(3) Annualized.

FUND DETAILS | 22

<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
J.P. MORGAN INSTITUTIONAL SMARTINDEX(TM) FUND

Per-share data For fiscal periods ended
5/31/99(1) 5/31/00
<S> <C> <C>
Net asset value, beginning of period ($) 15.00 16.06
------------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income ($) 0.07 0.14
Net realized and unrealized gain
on investment and futures contracts($) 1.02 1.02
------------------------------------------------------------------------------------------------------------------------------------
Total from investment operations ($) (1.09) 1.16
------------------------------------------------------------------------------------------------------------------------------------
Less distributions to shareholders from:
Net investment income (0.03) (0.14)
Net realized gain -- (0.01)
------------------------------------------------------------------------------------------------------------------------------------
Total distributions to shareholders ($) (0.03) (0.15)
------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period ($) 16.06 17.07
------------------------------------------------------------------------------------------------------------------------------------

Ratios and supplemental data
------------------------------------------------------------------------------------------------------------------------------------
Total return (%) 7.27(2) 7.25
------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ thousands) 5,363 400,541
------------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:
------------------------------------------------------------------------------------------------------------------------------------
Net expenses (%) 0.35(3) 0.35
----------------------------------------------------------------------------------------------------------------------------------
Net investment income(%) 1.13(3) 1.26
----------------------------------------------------------------------------------------------------------------------------------
Expenses without reimbursement (%) 5.44(3) 0.58
----------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover (%) 19 45
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) The fund commenced operations on 12/31/98.
(2) Not annualized.
(3) Annualized.

23 | FUND DETAILS

<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 the funds, may be obtained by contacting:

J.P. Morgan Institutional Funds
J.P. Morgan Series Trust
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. (1-202-942-8090) 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:

<TABLE>
<CAPTION>
<S> <C>
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
</TABLE>

J.P. MORGAN MUTUAL FUNDS AND THE MORGAN TRADITION
The J.P. Morgan mutual 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 funds offer a broad array of distinctive opportunities
for mutual fund investors.

JPMorgan
--------------------------------------------------------------------------------
J.P. Morgan Institutional Funds
J.P. Morgan Series Trust

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 10/00