JP MORGAN INSTITUTIONAL FUNDS, 485BPOS, 2000-02-28

JP MORGAN INSTITUTIONAL FUNDS
485BPOS, 2000-02-28

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As filed with the Securities and Exchange Commission on February 28, 2000.
Registration Nos. 033-54642 and 811-07342

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 71

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 72

J.P. MORGAN INSTITUTIONAL FUNDS
(formerly The JPM Institutional Funds)
(Exact Name of Registrant as Specified in Charter)

60 State Street, Suite 1300, Boston, Massachusetts 02109
(Address of Principal Executive Offices)

Registrant's Telephone Number, including Area Code:
(617) 557-0700

Margaret W. Chambers, c/o Funds Distributor, Inc.
60 State Street, Suite 1300, Boston, Massachusetts 02109
(Name and Address of Agent for Service)

Copy to: John E. Baumgardner, Jr., Esq.
Sullivan & Cromwell
125 Broad Street
New York, New York 10004

It is proposed that this filing will become effective (check appropriate box):

[ ] Immediately upon filing pursuant to paragraph (b) [X] on March 1, 2000
pursuant to paragraph (b) [ ] 60 days after filing pursuant to paragraph (a)(i)
[ ] on (date) pursuant to paragraph (a)(i) [ ] 75 days after filing pursuant to
paragraph (a)(ii) [ ] on (date) pursuant to paragraph (a)(ii) of Rule 485.

If appropriate, check the following box:

[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

<PAGE>

EXPLANATORY NOTE

This post-effective amendment No. 71 to the registration statement of J.P.
Morgan Institutional Funds (the "Registrant") on Form N-1A is being filed to
update the Registrant's disclosure in the Prospectus and Statement of Additional
Information relating to (i) J.P. Morgan Institutional Federal Money Market Fund,
J.P. Morgan Institutional Service Federal Money Market Fund, J.P. Morgan
Institutional Short Term Bond Fund, J.P. Morgan Institutional Bond Fund, J.P.
Morgan Institutional Bond Fund - Ultra, J.P. Morgan Institutional International
Equity Fund, J.P. Morgan Institutional Emerging Markets Equity Fund, J.P. Morgan
Institutional Global Strategic Income Fund, J.P. Morgan Institutional Treasury
Money Market Fund, J.P. Morgan Institutional Service Treasury Money Market Fund,
and J.P. Morgan Institutional Treasury Money Market Reserves Fund, each a series
of shares of the Registrant, to include updated financial information for the
fiscal year ended October 31, 1999, and (ii) J.P. Morgan Institutional Prime
Money Market Fund, J.P. Morgan Institutional Service Prime Money Market Fund,
J.P. Morgan Prime Money Market Reserves Fund, J.P. Morgan Institutional Tax
Exempt Money Market Fund, J.P. Morgan Institutional Service Tax Exempt Money
Market Fund, J.P. Morgan Institutional European Equity Fund, and J.P. Morgan
Institutional International Opportunities Fund, each a series of shares of the
Registrant, to include updated financial information for the fiscal year ended
November 30, 1999, and to update other information in the registration
statement.

<PAGE>

- --------------------------------------------------------------------------------
MARCH 1, 2000 | PROSPECTUS
- --------------------------------------------------------------------------------
J.P. MORGAN INSTITUTIONAL
MONEY MARKET FUNDS

Prime Money Market Fund
Treasury Money Market Fund
Federal Money Market Fund
Tax Exempt Money Market Fund

--------------------------------------
Seeking to provide high current income
consistent with the preservation of
capital and same-day liquidity

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

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

J.P. MORGAN INSTITUTIONAL MONEY MARKET FUNDS

J.P. Morgan Institutional Prime Money Market Fund .............................1
J.P. Morgan Institutional Treasury Money Market Fund ..........................3
J.P. Morgan Institutional Federal Money Market Fund ...........................5
J.P. Morgan Institutional Tax Exempt Money Market Fund ........................7

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

MONEY MARKET MANAGEMENT APPROACH

J.P. Morgan ...................................................................9
J.P. Morgan Institutional Money Market Funds ..................................9
The spectrum of money market funds ............................................9
Who may want to invest ........................................................9
Money market investment process ..............................................10

11 | Investing in the J.P. Morgan Institutional Money Market 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 the funds' business operations

FUND DETAILS

Master/feeder structure ......................................................14
Management and administration ................................................14
Financial highlights .........................................................15

For more information .................................................back cover

<PAGE>

J.P. MORGAN INSTITUTIONAL
PRIME MONEY MARKET FUND | TICKER SYMBOL: JPIXX
- --------------------------------------------------------------------------------
[GRAPHIC OMITTED]
GOAL

The fund's goal is to maximize current income consistent with the preservation
of capital and same-day liquidity. This goal can be changed without shareholder
approval.

[GRAPHIC OMITTED]
INVESTMENT APPROACH

Principal Strategies

The fund looks for investments across a broad spectrum of U.S.
dollar-denominated money market securities, typically emphasizing different
types of securities at different times in order to take advantage of changing
yield differentials. The fund's investments may include obligations issued by
the U.S. Treasury, government agencies, domestic and foreign banks and
corporations, foreign governments, repurchase agreements, reverse repurchase
agreements, as well as asset-backed securities, taxable municipal obligations,
and other money market instruments. Some of these investments may be illiquid or
purchased on a when-issued or delayed delivery basis.

The fund's yield will vary in response to changes in interest rates. How well
the fund's yield compares to the yields of similar money market funds will
depend on the success of the investment process described on page 10.

Principal Risks

As with all money market funds, the fund's investments are subject to various
risks, which, while generally considered to be minimal, could cause its share
price to fall below $1. For example, the issuer or guarantor of a portfolio
security or the counterparty to a contract could default on its obligation. An
unexpected rise in interest rates could also lead to a loss in share price if
the fund is near the maximum allowable dollar weighted average maturity
(currently not to exceed 90 days) at the time. To the extent that the fund
invests in foreign securities, the fund could lose money because of foreign
government actions, political instability, or lack of adequate and accurate
information. Also, the fund may have difficulty valuing its illiquid holdings
and may be unable to sell them at the time or price it desires. While these
possibilities exist, the fund's investment process and management policies are
designed to minimize the likelihood and impact of these risks. To date, through
this process, the fund's share price has never deviated from $1.

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. Although the fund seeks to preserve the value of your investment at $1
per share, it is possible to lose money by investing in the fund.

<PAGE>
REGISTRANT: J.P. MORGAN INSTITUTIONAL FUNDS
(J.P. MORGAN INSTITUTIONAL PRIME MONEY MARKET FUND)

PORTFOLIO MANAGEMENT

The fund's assets are managed by J.P. Morgan, which currently manages
approximately $349 billion, including more than $52 billion using similar
strategies as the fund.

The advisor uses a team of portfolio managers and traders to manage the fund.
The portfolio management team is led by John Donohue, vice president, who has
been on the team since joining J.P. Morgan in June of 1997 from Goldman Sachs &
Co., where he was an Institutional Money Market Portfolio Manager; and Mark
Settles, vice president, who has been on the team since November 1999 and has
been at J.P. Morgan since 1994. Prior to managing this fund, Mr. Settles was a
fixed income trader on J.P. Morgan's New York and London trading desks. The
traders on the team are Donald Clemmenson, vice president, who has been on the
team since its inception; Gunter Heiland, associate, who has been on the team
since joining J.P. Morgan in June of 1997 from Salomon Brothers, where he was a
sales assistant; and Kimberly Weil, who has been on the team since its
inception.

Before you invest

Investors considering these funds should understand that:

o There is no assurance that these funds will meet their investment goals

o These funds do not represent complete investment programs

J.P. Morgan Institutional Prime Money Market Fund | 1
<PAGE>

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

The bar chart and table shown below provide some indication of the risks of
investing in J.P. Morgan Institutional Prime Money Market 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 ten
calendar years.

The table indicates some of the risks by showing the fund's average annual
returns for the past one year, five years and ten years.

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
12%

9% 8.04

6% 6.07 5.98 5.41 5.60 5.56 5.19
4.15
3% 3.67 2.87

0%
- --------------------------------------------------------------------------------
[ ] J.P. Morgan Institutional Prime Money Market Fund(1)

For the period covered by this year-by-year total return chart, the fund's
highest quarterly return was 1.97% (for the quarter ended 6/30/90); and the
lowest quarterly return was 0.69% (for the quarter ended 6/30/93).

PERFORMANCE (unaudited)
<TABLE>
<CAPTION>

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.

Fee waiver and expense
reimbursement(4) 0.09
- --------------------------------------------------------------------------------
Net expenses(4) 0.20
- --------------------------------------------------------------------------------

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:
$10,000 initial investment, 5% return each year, net expenses for the period
3/1/00 through 2/28/01 and total operating expenses thereafter, and all shares
sold at the end of each time period. The example is for comparison only; the
fund's actual return and your actual costs may be higher or lower.
- --------------------------------------------------------------------------------
1 yr. 3 yrs. 5 yrs. 10 yrs.
Your cost($) 20 84 154 359
- --------------------------------------------------------------------------------
(1) The fund commenced operations on 7/12/93. Returns reflect performance of The
Pierpont Money Market Fund, the fund's predecessor, prior to that date.

(2) The fund's fiscal year end is 11/30.

(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 6/1/99 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 0.20% (excluding extraordinary expenses) of
the fund's average daily net assets through 2/28/01.

2 | J.P. MORGAN INSTITUTIONAL PRIME MONEY MARKET FUND
<PAGE>

J.P. MORGAN INSTITUTIONAL
TREASURY MONEY MARKET FUND TICKER SYMBOL: JTMXX
- --------------------------------------------------------------------------------
[GRAPHIC OMITTED]
GOAL

The fund's goal is to provide high current income consistent with the
preservation of capital and same-day liquidity. This goal can be changed only
with shareholder approval.

[GRAPHIC OMITTED]
INVESTMENT APPROACH
Principal Strategies

The fund purchases securities that offer the highest credit quality and provide
regular income. It invests exclusively in U.S. Treasury obligations and
repurchase agreements collateralized by these obligations. Some of these
investments may be purchased on a when-issued or delayed delivery basis.

The portion of the fund's income derived from direct investments in U.S.
Treasury obligations may be exempt from state and local personal income taxes.

Principal Risks

While the fund's U.S. Treasury obligations are backed by the full faith and
credit of the federal government, investors should bear in mind that any
repurchase agreements the fund may hold do not have this guarantee (even though
they are fully collateralized by Treasuries), and that in any case, government
guarantees do not extend to shares of the fund itself.

REGISTRANT: J.P. MORGAN INSTITUTIONAL FUNDS
(J.P. MORGAN INSTITUTIONAL TREASURY MONEY
MARKET FUND)

PORTFOLIO MANAGEMENT

The fund's assets are managed by J.P. Morgan, which currently manages
approximately $349 billion, including more than $52 billion using similar
strategies as the fund.

The advisor uses a team of portfolio managers and traders to manage the fund.
The portfolio management team is led by John Donohue, vice president, who has
been on the team since its inception, after joining J.P. Morgan in June of 1997
from Goldman Sachs & Co., where he was an Institutional Money Market Portfolio
Manager; and Mark Settles, vice president, who has been on the team since
November 1999 and has been at J.P. Morgan since 1994. Prior to managing this
fund, Mr. Settles was a fixed income trader on J.P. Morgan's New York and London
trading desks. The traders on the team are Donald Clemmenson, vice president,
Gunter Heiland, associate, and Kimberly Weil, each of whom has been on the team
since its inception. Prior to joining J.P. Morgan in June of 1997, Mr. Heiland
was a sales assistant at Salomon Brothers.

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

Investors considering these funds should understand that:

o There is no assurance that these funds will meet their investment goals

o These funds do not represent complete investment programs

J.P. MORGAN INSTITUTIONAL TREASURY MONEY MARKET FUND | 3
<PAGE>

PERFORMANCE (unaudited)

The bar chart and table shown below provide some indication of the risks of
investing in J.P. Morgan Institutional Treasury Money Market 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 two calendar years.

The table indicates some of the risks by showing the fund's average annual
returns for the past one year and life of the fund.

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

Total returns (%) Shows changes in returns by calendar year(1)
- --------------------------------------------------------------------------------
1998 1999
10%

5% 5.41
4.90
0%
- --------------------------------------------------------------------------------

[ ] J.P. Morgan Institutional Treasury Money Market Fund

For the period covered by this total return chart, the fund's highest quarterly
return was 1.37% (for the quarter ended 9/30/98); and the lowest quarterly
return was 1.15% (for the quarter ended 3/31/99).

PERFORMANCE (unaudited)
<TABLE>
<CAPTION>

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 Treasury Money Market Fund (after expenses) 4.90 5.25
- -----------------------------------------------------------------------------------------------------
</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 0.20
Marketing (12b-1) fees None
Other expenses 0.20
- --------------------------------------------------------------------------------
Total operating expenses 0.40
Fee waiver and expense
reimbursement(4) 0.20
- --------------------------------------------------------------------------------
Net expenses(4) 0.20
- --------------------------------------------------------------------------------

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:
$10,000 initial investment, 5% return each year, net expenses for the period
3/1/00 through 2/28/01 and total operating expenses thereafter, and all shares
sold at the end of each time period. The example is for comparison only; the
fund's actual return and your actual costs may be higher or lower.
- --------------------------------------------------------------------------------
1 yr. 3 yrs. 5 yrs. 10 yrs.
Your cost($) 20 108 204 486
- --------------------------------------------------------------------------------

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

(2) The fund commenced operations on 7/7/97 and performance is calculated as of
7/31/97.

4 | J.P. MORGAN INSTITUTIONAL TREASURY MONEY MARKET FUND
<PAGE>

J.P. MORGAN INSTITUTIONAL
FEDERAL MONEY MARKET FUND | TICKER SYMBOL: JPTXX
- --------------------------------------------------------------------------------

[GRAPHIC OMITTED]
GOAL

The fund's goal is to provide high current income consistent with the
preservation of capital and same-day liquidity. This goal can be changed without
shareholder approval.

[GRAPHIC OMITTED]
INVESTMENT APPROACH
Principal Strategies

The fund purchases securities that offer very high credit quality and pay
regular income that is generally free from state and local income taxes. It
invests exclusively in U.S. government agency obligations such as the Federal
Farm Credit Bank, the Tennessee Valley Authority, the Federal Home Loan Bank,
the Student Loan Marketing Association, and in obligations of the U.S. Treasury.
Some of these investments may be purchased on a when-issued or delayed delivery
basis.

Principal Risks

While the fund's U.S. Treasury obligations are backed by the full faith and
credit of the Government, investors should bear in mind that any agency
obligations the fund may hold do not have this guarantee, and that in any case
government guarantees do not extend to shares of the fund itself.

Most of the fund's income is generally exempt from state and local personal
income taxes and from some corporate income taxes (although not federal income
taxes). Because of this beneficial tax status, the fund's yields are generally
lower than those of taxable money market funds when compared on a pre-tax basis.

<PAGE>

REGISTRANT: J.P. MORGAN INSTITUTIONAL FUNDS
(J.P. MORGAN INSTITUTIONAL FEDERAL MONEY MARKET FUND)

PORTFOLIO MANAGEMENT

The fund's assets are managed by J.P. Morgan, which currently manages
approximately $349 billion, including more than $52 billion using similar
strategies as the fund.

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

Investors considering these funds should understand that:

o There is no assurance that these funds will meet their investment goals

o These funds do not represent complete investment programs

J.P. MORGAN INSTITUTIONAL FEDERAL MONEY MARKET FUND | 5
<PAGE>

PERFORMANCE (unaudited)

The bar chart and table shown below provide some indication of the risks of
investing in J.P. Morgan Institutional Federal Money Market 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 six calendar years.

The table indicates some of the risks by showing the fund's average annual
returns for the past one year, five years and life of the fund.

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

6%
5.79 5.22 5.40 5.39 5.04

3.98
3%

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

[ ] J.P. Morgan Institutional Federal Money Market Fund

For the period covered by this year-by-year total return chart, the fund's
highest quarterly return was 1.46% (for the quarter ended 6/30/95); and the
lowest quarterly return was 0.72% (for the quarter ended 3/31/94).

PERFORMANCE (unaudited)
<TABLE>
<CAPTION>

<PAGE>

INVESTOR EXPENSES

Annual fund operating expenses(3)(%)
(expenses that are deducted from fund assets)
- --------------------------------------------------------------------------------
Management fees 0.15
Marketing (12b-1) fees None
Other expenses 0.19
- --------------------------------------------------------------------------------
Total operating expenses 0.34
Fee waiver and expense
reimbursement(4) 0.14
- --------------------------------------------------------------------------------
Net expenses(4) 0.20
- --------------------------------------------------------------------------------

Expense example(4)

- --------------------------------------------------------------------------------
1 yr. 3 yrs. 5 yrs. 10 yrs.
Your cost($) 20 95 177 417
- --------------------------------------------------------------------------------

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

(2) The fund commenced operations on 1/4/93 and returns reflect performance as
of 1/31/93.

6 | J.P. MORGAN INSTITUTIONAL FEDERAL MONEY MARKET FUND
<PAGE>

J.P. MORGAN INSTITUTIONAL
TAX EXEMPT MONEY MARKET FUND TICKER SYMBOL: JPEXX
- --------------------------------------------------------------------------------
[GRAPHIC OMITTED]
GOAL

The fund's goal is to maximize current income that is exempt from federal income
tax consistent with the preservation of capital and same-day liquidity. This
goal can be changed without shareholder approval.

[GRAPHIC OMITTED]
INVESTMENT APPROACH

Principal Strategies

The fund invests primarily in high quality municipal obligations whose income is
exempt from federal income taxes. The fund's municipal obligations must fall
into the highest short-term rating category (top two highest categories for New
York State obligations) or be of equivalent quality. The fund may also invest in
certain structured municipal obligations, and in certain municipal or other
obligations whose income is subject to tax, including the alternative minimum
tax. Although the fund is permitted to hold these other obligations or cash, it
aims to be fully invested in municipal obligations. In order to maintain
liquidity, the fund may buy securities with puts that allow the fund to
liquidate the securities on short notice. Some of the fund's securities may be
purchased on a when-issued or delayed delivery basis.

The fund's income is generally exempt from federal income taxes. A small portion
may be exempt from state or local income taxes.

Principal Risks

<PAGE>
- --------------------------------------------------------------------------------
REGISTRANT: J.P. MORGAN INSTITUTIONAL FUNDS
(J.P. MORGAN INSTITUTIONAL TAX EXEMPT MONEY MARKET FUND)

Portfolio Management

The fund's assets are managed by J.P. Morgan, which currently manages
approximately $349 billion, including more than $52 billion using similar
strategies as the fund.

The advisor uses a team of portfolio managers and traders to manage the fund.
The portfolio management team is led by John Donohue, vice president, who has
been on the team since joining J.P. Morgan in June of 1997 from Goldman Sachs &
Co., where he was an Institutional Money Market Portfolio Manager; and Richard
Oswald, vice president, who has been on the team since joining J.P. Morgan in
October of 1996. Prior to managing this fund, Mr. Oswald served as Treasurer of
CBS and President of its finance unit. The traders on the team are Donald
Clemmenson, vice president, who has been on the team since its inception; Gunter
Heiland, associate, who has been on the team since joining J.P. Morgan in June
of 1997 from Solomon Brothers where he was a sales assistant; and Kimberly Weil,
who has been on the team since its inception.

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

Investors considering these funds should understand that:

o There is no assurance that these funds will meet their investment goals

o These funds do not represent complete investment programs

J.P. MORGAN INSTITUTIONAL TAX EXEMPT MONEY MARKET FUND | 7
<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 Money Market 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 ten
calendar years.

The table indicates some of the risks by showing the fund's average annual
returns for the past one year, five years, and ten years.

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
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
9%

6% 5.58

4.16 3.68 3.24 3.46 3.32 3.13
3%
2.71 2.10 2.66

0%
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>

[ ] J.P. Morgan Institutional Tax Exempt Money Market Fund(1)

For the period covered by this year-by-year total return chart, the fund's
highest quarterly return was 1.39% (for the quarter ended 6/30/99); and the
lowest quarterly return was 0.49% (for the quarter ended 3/31/93).

PERFORMANCE (unaudited)
<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 Tax Exempt Money Market Fund 3.13 3.37 3.40
- ------------------------------------------------------------------------------------------------------
</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 0.15

Marketing (12b-1) fees None

Other expenses 0.20
- --------------------------------------------------------------------------------
Total operating expenses 0.35

Fee waiver and expense
reimbursement(4) 0.10
- --------------------------------------------------------------------------------
Net expenses(4) 0.25
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
1 yr. 3 yrs. 5 yrs. 10 yrs.
Your cost($) 26 102 186 433
- --------------------------------------------------------------------------------

(1) The fund commenced operations on 7/12/93. Returns reflect performance of The
Pierpont Tax Exempt Money Market Fund, the fund's predecessor, prior to that
date.

(2) The fund's fiscal year end is 11/30. Prior to 1999, the fund's fiscal year
end was 8/31.

(4) Reflects an agreement dated 6/1/99 by Morgan Guaranty Trust Company of New
York ("Morgan Guaranty"), an affiliate of J.P. Morgan, to reimburse the fund
to the extent expenses (excluding extraordinary expenses) would not be less
than 0.20% and in no case will expenses exceed 0.25% of the fund's average
daily net assets through 2/28/01.

8 | J.P. MORGAN INSTITUTIONAL TAX EXEMPT MONEY MARKET FUND

<PAGE>

MONEY MARKET 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 funds' advisor, J.P. Morgan Investment
Management Inc.

J.P. MORGAN INSTITUTIONAL MONEY MARKET FUNDS

Each of these funds invests in high-quality short-term debt securities by
investing through a master portfolio (another fund with the same goal). Each
fund accrues dividends daily, pays them to shareholders monthly, and seeks to
maintain a stable $1 share price.

THE SPECTRUM OF MONEY MARKET FUNDS

The funds described in this prospectus differ primarily in the types of
securities they hold and in the tax status of the income they offer. The table
below provides an overview of the main types of securities in which each fund
may invest. The distinguishing features of each money market fund are described
in more detail on the preceding pages.

Primary investments
- --------------------------------------------------------------------------------
Prime Treasury Federal Tax Exempt
Money Money Money Money
Market Market Market Market
- --------------------------------------------------------------------------------
U.S.
Treasuries* o o o
- --------------------------------------------------------------------------------
U.S.
Government
Agency
instruments o o*
- --------------------------------------------------------------------------------
Domestic
& foreign
bank
obligations o
- --------------------------------------------------------------------------------
Domestic
& foreign
short-term
corporate
obligations o
- --------------------------------------------------------------------------------
Foreign
governments o
- --------------------------------------------------------------------------------
Illiquid
holdings o
- --------------------------------------------------------------------------------
Repurchase
agreements &
reverse
repurchase
agreements o o
- --------------------------------------------------------------------------------
Tax-exempt
municipal
obligations** o
- --------------------------------------------------------------------------------
* Income is generally exempt from state and local income taxes
** Income is generally exempt from federal income taxes
<PAGE>
- --------------------------------------------------------------------------------
WHO MAY WANT TO INVEST

The funds are designed for investors who:

o want an investment that strives to preserve capital

o want regular income from a high quality portfolio

o want a highly liquid investment

o are looking for an interim investment

o are pursuing a short-term goal

o are seeking income that is generally exempt from state and local income taxes
(in the case of Federal Money Market Fund) or exempt from federal income tax
(in the case of Tax Exempt Money Market Fund)

The funds are not designed for investors who:

o are investing for long-term growth

o are investing for high income

o require the added security of the FDIC insurance

o in the case of Tax Exempt Money Market Fund, are investing through an IRA or
other tax-advantaged retirement plan

MONEY MARKET FUNDS
AND STABILITY

Money market funds are subject to a range of federal regulations designed to
promote stability. For example, money market funds must maintain a weighted
average maturity of no more than 90 days, and generally may not invest in any
securities with a remaining maturity of more than 13 months. Keeping the
weighted average maturity this short helps funds in their pursuit of a stable $1
share price.

MONEY MARKET MANAGEMENT APPROACH | 9
<PAGE>
- --------------------------------------------------------------------------------
[GRAPHIC OMITTED]
J.P. Morgan uses a disciplined process to control each fund's sensitivity
to interest rates

[GRAPHIC OMITTED]
The funds invest across different sectors for diversification and to take
advantage of yield spreads

[GRAPHIC OMITTED]
Each fund selects its securities as described earlier in this prospectus

MONEY MARKET 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,
emphasizes investment quality through in-depth research of short-term securities
and their issuers. This allows each fund to focus on providing current income
without compromising share price stability.

In researching short-term securities, J.P. Morgan's credit analysts enhance the
data furnished by rating agencies by drawing on the insights of J.P. Morgan's
fixed income trading specialists and equity analysts. Only securities highly
rated by independent rating agencies as well as J.P. Morgan's proprietary
ratings system are considered for investment.

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

Maturity determination Based on analysis of a range of factors, including
current yields, economic forecasts, and anticipated fiscal and monetary
policies, J.P. Morgan establishes the desired dollar weighted average maturity
for each fund within the permissible 90-day range. Controlling weighted average
maturity allows the funds to manage risk, since securities with shorter
maturities are typically less sensitive to interest rate shifts than those with
longer maturities.

Sector allocation Analysis of the yields available in different sectors of the
short-term debt market allows J.P. Morgan to adjust each fund's sector
allocation, with the goal of enhancing current income while also maintaining
diversification across permissible sectors.

Security selection Based on the results of the firm's credit research and each
fund's maturity determination and sector allocation, the portfolio managers and
dedicated fixed-income traders make buy and sell decisions according to each
fund's goal and strategy.

10 | MONEY MARKET MANAGEMENT APPROACH
<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 Determine the amount you are investing. The minimum amount for initial
investments in a fund is $10,000,000 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 below.

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.

YOUR INVESTMENT | 11

<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 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 are the same
as those of the New York Stock Exchange. The Federal and Tax Exempt Money Market
Funds calculate their net asset value per share (NAV) every business day at 4:00
p.m. eastern time. The Treasury Money Market Fund calculates its NAV every
business day at 4:30 p.m. eastern time. The Prime Money Market Fund calculates
its NAV every business day at 5:00 p.m. eastern time.

Fund Cut-off Time
Prime Money Market 5:00 p.m.
Treasury Money Market 4:30 p.m.
Federal Money Market 2:00 p.m.
Tax Exempt Money Market 12:00 noon
- --------------------------------------------------------------------------------
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.

12 | YOUR INVESTMENT
<PAGE>

For the purchase to be effective and dividends to be earned on the same day,
immediately available funds must be received by a fund by its close of business
on that day. 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.

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

Substantially all income dividends are declared daily and paid monthly. If all
of an investor's shares are redeemed during the month, accrued but unpaid
dividends are paid with the redemption proceeds. Shares of the funds earn
dividends on the business day their purchase is effective, but not on the
business day their redemption is effective.
<PAGE>
- --------------------------------------------------------------------------------

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.

TAX CONSIDERATIONS

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

- --------------------------------------------------------------------------------
Transaction Tax status
- --------------------------------------------------------------------------------
Income dividends from Prime Ordinary income
Money Market, Treasury Money
Market and Federal Money
Market Funds
Income dividends from Tax Exempt from federal
Exempt Money Market Fund income taxes
- --------------------------------------------------------------------------------
Short-term capital gains Ordinary income
distributions
- --------------------------------------------------------------------------------

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.

YOUR INVESTMENT | 13
<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 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 and their corresponding master
portfolios 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:

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

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

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

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

14 | FUND DETAILS
<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 PRIME MONEY MARKET FUND

Per-share data For fiscal years ended
- ------------------------------------------------------------------------------------------------------------------------------------
11/30/95 11/30/96 11/30/97 11/30/98 11/30/99
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year ($) 1.00 1.00 1.00 1.00 1.00
- ------------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income ($) 0.0577 0.0529 0.0543 0.0547 0.0490
Net realized gain (loss) on investment ($) 0.0003 0.0001 (0.0000)(1) (0.0000)(1) (0.0000)(1)
- ------------------------------------------------------------------------------------------------------------------------------------
Total from investment operations ($) 0.0580 0.0530 0.0543 0.0547 0.0490
- ------------------------------------------------------------------------------------------------------------------------------------
Less distributions to shareholders from:
Net investment income ($) (0.0577) (0.0529) (0.0543) (0.0547) (0.0490)
Net realized gain ($) -- (0.0003) (0.0003) -- --
- ------------------------------------------------------------------------------------------------------------------------------------
Total distributions to shareholders ($) (0.0577) (0.0532) (0.0546) (0.0547) (0.0490)
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of year ($) 1.00 1.00 1.00 1.00 1.00
- ------------------------------------------------------------------------------------------------------------------------------------
Total return (%) 5.93 5.46 5.59 5.61 5.14
- ------------------------------------------------------------------------------------------------------------------------------------
Ratios and supplemental data
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of year ($ thousands) 999,746 1,220,401 1,387,792 3,458,634 7,751,694
- ------------------------------------------------------------------------------------------------------------------------------------
Ratio to average net assets:
----------------------------------------------------------------------------------------------------------------------------------
Net expenses (%) 0.20 0.20 0.20 0.20 0.20
----------------------------------------------------------------------------------------------------------------------------------
Net investment income (%) 5.77 5.28 5.42 5.45 5.04
----------------------------------------------------------------------------------------------------------------------------------
Expenses without reimbursement (%) 0.35 0.31 0.29 0.31 0.29
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Less than $0.0001.

<PAGE>

Per-share data For fiscal periods ended
- ------------------------------------------------------------------------------------------------------------------------------------
10/31/97(1) 10/31/98 10/31/99
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net asset value, beginning of period ($) 1.00 1.00 1.00
- ------------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income ($) 0.0176 0.0539 0.0476
Net realized gain (loss) on investment ($) 0.0000(2) (0.0000)(2) (0.0000)(2)
- ------------------------------------------------------------------------------------------------------------------------------------
Total from investment operations ($) 0.0176 0.0539 0.0476
- ------------------------------------------------------------------------------------------------------------------------------------
Less distributions to shareholders from:
Net investment income ($) (0.0176) (0.0539) (0.0476)
Net realized gain ($) (0.0000)(2) (0.0000)(2) --
- ------------------------------------------------------------------------------------------------------------------------------------
Total distributions to shareholders ($) (0.0176) (0.0539) (0.0476)
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period ($) 1.00 1.00 1.00
- ------------------------------------------------------------------------------------------------------------------------------------
Total return (%) 1.77(3) 5.53 4.86
- ------------------------------------------------------------------------------------------------------------------------------------
Ratios and supplemental data
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ thousands) 80,924 231,319 269,157
- ------------------------------------------------------------------------------------------------------------------------------------
Ratio to average net assets:
- ------------------------------------------------------------------------------------------------------------------------------------
Net expenses (%) 0.044 0.11 0.20
----------------------------------------------------------------------------------------------------------------------------------
Net investment income (%) 5.534 5.37 4.72
----------------------------------------------------------------------------------------------------------------------------------
Expenses without reimbursement (%) 1.104 0.44 0.40
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The fund commenced operations on 7/8/97.
(2) Less than $0.0001.
(3) Not annualized.
(4) Annualized.
FUND DETAILS | 15
<PAGE>
<TABLE>
<CAPTION>

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

J.P. MORGAN INSTITUTIONAL FEDERAL MONEY MARKET FUND
Per-share data For the fiscal years ended
- ------------------------------------------------------------------------------------------------------------------------------------
10/31/95 10/31/96 10/31/97 10/31/98 10/31/99
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year ($) 1.00 1.00 1.00 1.00 1.00
- ------------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income ($) 0.0555 0.0508 0.0521 0.0535 0.0484
Net realized gain (loss) on investment ($) 0.0003 0.0006 0.0001 (0.0000)(1) (0.0000)(1)
- ------------------------------------------------------------------------------------------------------------------------------------
Total from investment operations ($) 0.0558 0.0514 0.0522 0.0535 0.0484
- ------------------------------------------------------------------------------------------------------------------------------------
Less distributions to shareholders from:
Net investment income ($) (0.0555) (0.0508) (0.0521) (0.0535) (0.0484)
Net realized gain ($) -- (0.0003) (0.0007) -- (0.0000)(1)
- ------------------------------------------------------------------------------------------------------------------------------------
Total distributions to shareholders ($) (0.0555) (0.0511) (0.0528) (0.0535) (0.0484)
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of year ($) 1.00 1.00 1.00 1.00 1.00
- ------------------------------------------------------------------------------------------------------------------------------------
Total return (%) 5.69 5.23 5.41 5.48 4.96
- ------------------------------------------------------------------------------------------------------------------------------------
Ratios and supplemental data
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of year ($ thousands) 145,108 109,050 137,306 969,873 1,397,585
- ------------------------------------------------------------------------------------------------------------------------------------
Ratio to average net assets:
- ------------------------------------------------------------------------------------------------------------------------------------
Net expenses (%) 0.20 0.20 0.20 0.20 0.20
----------------------------------------------------------------------------------------------------------------------------------
Net investment income (%) 5.56 5.09 5.19 5.31 4.87
----------------------------------------------------------------------------------------------------------------------------------
Expenses without reimbursement (%) 0.51 0.46 0.46 0.41 0.34
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Less than $0.0001.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------

J.P. MORGAN INSTITUTIONAL TAX EXEMPT MONEY MARKET FUND
Per-share data For the fiscal periods ended
- ------------------------------------------------------------------------------------------------------------------------------------
For the three
months ended
8/31/95 8/31/96 8/31/97 8/31/98 8/31/99 November 30, 1999
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period ($) 1.00 1.00 1.00 1.00 1.00 1.00
- ------------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income ($) 0.0352 0.0331 0.0330 0.0339 0.0302 0.0082
Net realized gain (loss) on investment ($) (0.0002) (0.0000)(1) (0.0000)(1) 0.0000(1) (0.0000)(1) (0.0000)(1)
- ------------------------------------------------------------------------------------------------------------------------------------
Total from investment operations ($) 0.0350 0.0331 0.0330 0.0339 0.0302 0.0082
- ------------------------------------------------------------------------------------------------------------------------------------
Less distributions to shareholders from:
Net investment income ($) (0.0352) (0.0331) (0.0330) (0.0339) (0.0302) (0.0082)
- ------------------------------------------------------------------------------------------------------------------------------------
Total distributions to shareholders ($) (0.0352) (0.0331) (0.0330) (0.0339) (0.0302) (0.0082)
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period ($) 1.00 1.00 1.00 1.00 1.00 1.00
- ------------------------------------------------------------------------------------------------------------------------------------
Total return (%) 3.57 3.36 3.35 3.45 3.06 0.82(2)
- ------------------------------------------------------------------------------------------------------------------------------------
Ratios and supplemental data
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ thousands) 100,142 163,569 290,943 594,291 416,549 454,037
- ------------------------------------------------------------------------------------------------------------------------------------
Ratio to average net assets:
----------------------------------------------------------------------------------------------------------------------------------
Net expenses (%) 0.35 0.35 0.29 0.22 0.20 0.20(3)
----------------------------------------------------------------------------------------------------------------------------------
Net investment income (%) 3.49 3.28 3.29 3.37 3.02 3.29(3)
----------------------------------------------------------------------------------------------------------------------------------
Expenses without reimbursement/waiver(%) 0.50 0.42 0.39 0.35 0.35 0.35(3)
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Less than $0.0001.
(2) Not annualized.
(3) Annualized.

16 | 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 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:

J.P. Morgan Institutional Prime Money Market Fund ........... 811-07342 and
033-54642

J.P. Morgan Institutional Treasury Money Market Fund ........ 811-07342 and
033-54642

J.P. Morgan Institutional Federal Money Market Fund ......... 811-07342 and
033-54642

J.P. Morgan Institutional Tax Exempt Money Market Fund ...... 811-07342 and
033-54642
<PAGE>
- --------------------------------------------------------------------------------

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

<PAGE>

- --------------------------------------------------------------------------------
March 1, 2000 | Prospectus
- --------------------------------------------------------------------------------
J.P. MORGAN MONEY MARKET RESERVES FUNDS

Prime Money Market Reserves Fund
Treasury Money Market Reserves Fund

--------------------------------------
Seeking to provide high current income
consistent with the preservation of
capital and same-day liquidity

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

J.P. MORGAN MONEY MARKET RESERVES FUNDS
J.P. Morgan Prime Money Market Reserves Fund .............................. 1
J.P. Morgan Treasury Money Market Reserves Fund ........................... 3

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

MONEY MARKET MANAGEMENT APPROACH
J.P. Morgan ............................................................... 5
J.P. Morgan Money Market Reserves Funds ................................... 5
The spectrum of money market funds ........................................ 5
Who may want to invest .................................................... 5
Money market investment process ........................................... 6

7 | Investing in the J.P. Morgan Money Market Reserves Funds

YOUR INVESTMENT
Investing through a service organization .................................. 7
Account and transaction policies .......................................... 7
Dividends and distributions ............................................... 8
Tax considerations ........................................................ 8

9 | More about the funds' business operations

FUND DETAILS
Master/feeder structure ................................................... 9
Management and administration ............................................. 9
Financial highlights ...................................................... 10

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

<PAGE>

J.P. MORGAN PRIME MONEY MARKET
RESERVES FUND
- --------------------------------------------------------------------------------
[GRAPHIC OMITTED]
GOAL

The fund's goal is to maximize current income consistent with the preservation
of capital and same-day liquidity. This goal can be changed without shareholder
approval.

[GRAPHIC OMITTED]
INVESTMENT APPROACH

Principal Strategies
The fund looks for investments across a broad spectrum of U.S.
dollar-denominated money market securities, typically emphasizing different
types of securities at different times in order to take advantage of changing
yield differentials. The fund's investments may include obligations issued by
the U.S. Treasury, government agencies, domestic and foreign banks and
corporations, foreign governments, repurchase agreements, reverse repurchase
agreements, as well as asset-backed securities, taxable municipal obligations,
and other money market instruments. Some of these investments may be illiquid or
purchased on a when-issued or delayed delivery basis.

PRINCIPAL RISKS
As with all money market funds, the fund's investments are subject to various
risks, which, while generally considered to be minimal, could cause its share
price to fall below $1. For example, the issuer or guarantor of a portfolio
security or the counterparty to a contract could default on its obligation. An
unexpected rise in interest rates could also lead to a loss in share price if
the fund is near the maximum allowable dollar weighted average maturity
(currently not to exceed 90 days) at the time. To the extent that the fund
invests in foreign securities, the fund could lose money because of foreign
government actions, political instability, or lack of adequate and accurate
information. Also, the fund may have difficulty valuing its illiquid holdings
and may be unable to sell them at the time or price it desires. While these
possibilities exist, the fund's investment process and management policies are
designed to minimize the likelihood and impact of these risks.

<PAGE>

REGISTRANT: J.P. MORGAN INSTITUTIONAL FUNDS
(J.P. MORGAN PRIME MONEY MARKET RESERVES FUND)

PORTFOLIO MANAGEMENT
The fund's assets are managed by J.P. Morgan, which currently manages
approximately $349 billion, including more than $52 billion using similar
strategies as the fund.

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

Investors considering these funds should understand that:

o There is no assurance that these funds will meet their investment goals

o These funds do not represent complete investment programs

J.P. MORGAN PRIME MONEY MARKET RESERVES FUND | 1

<PAGE>

- --------------------------------------------------------------------------------
PERFORMANCE (UNAUDITED)

The bar chart and table shown below provide some indication of the risks of
investing in J.P. Morgan Prime Money Market Reserves Fund by providing below the
returns of the J.P. Morgan Prime Money Market Fund, a separate feeder fund
investing in the same master portfolio as the fund.

The bar chart indicates some of the risks by showing changes in the performance
of the J.P. Morgan Prime Money Market Fund's shares from year to year for each
of the last ten calendar years.

The table indicates some of the risks by showing the J.P. Morgan Prime Money
Market Fund's average annual returns for the past one year, five years and ten
years.

J.P. Morgan Prime Money Market 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

12%

9%
8.04

6.07
6%
5.79
5.41
5.35
5.21
4.93
3.95

3.67
3%
2.83

0%
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

[ ] J.P. MORGAN PRIME MONEY MARKET FUND

For the period covered by this year-by-year total return chart, J.P. Morgan
Prime Money Market Fund's highest quarterly return was 1.97% (for the quarter
ended 6/30/90); and the lowest quarterly return was 0.69% (for the quarter ended
9/30/93).

PERFORMANCE (unaudited)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

<PAGE>

- --------------------------------------------------------------------------------
INVESTOR EXPENSES
The expenses of the fund before and after reimbursement are shown at right. The
fund has no 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.

Fee waiver and expense
reimbursement(5) 0.16
- --------------------------------------------------------------------------------
Net expenses(5) 0.70
- --------------------------------------------------------------------------------

Expense example(5)
- --------------------------------------------------------------------------------
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($) 72 258 461 1,046
- --------------------------------------------------------------------------------

(1) These returns reflect lower operating expenses than those of the fund.
Therefore, these returns are higher than the fund's would have been had it
existed during the same period.

(2) The fund's fiscal year end is 11/30.

(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 period, before reimbursement, expressed as a percentage of
the fund's average net assets.

(4) Service organizations (described on page 7) may charge other fees to their
customers who are the beneficial owners of shares in connection with their
customers' accounts. Such fees, if any, may affect the return such
customers realize with respect to their investments.

(5) 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 0.70% (excluding extraordinary expenses)
of the fund's average daily net assets through 2/28/01.

2 | J.P. MORGAN PRIME MONEY MARKET RESERVES FUND

<PAGE>

J.P. MORGAN TREASURY MONEY MARKET
RESERVES FUND
- --------------------------------------------------------------------------------
[GRAPHIC OMITTED]
GOAL

The fund's goal is to provide high current income consistent with the
preservation of capital and same-day liquidity. This goal can be changed without
shareholder approval.

[GRAPHIC OMITTED]
INVESTMENT APPROACH

Principal Strategies
The fund purchases securities that offer the highest credit quality and provide
regular income. It invests exclusively in U.S. Treasury obligations and
repurchase agreements collateralized by these obligations. Some of these
investments may be purchased on a when-issued or delayed delivery basis.

PRINCIPAL RISKS

The portion of the fund's income derived from direct investments in U.S.
Treasury obligations may be exempt from state and local personal income taxes.

<PAGE>

REGISTRANT: J.P. MORGAN INSTITUTIONAL FUNDS
(J.P. MORGAN TREASURY MONEY MARKET RESERVES FUND)

PORTFOLIO MANAGEMENT
The fund's assets are managed by J.P. Morgan, which currently manages
approximately $349 billion, including more than $52 billion using similar
strategies as the fund.

The advisor uses a team of portfolio managers and traders to manage the fund.
The portfolio management team is led by John Donohue, vice president, who has
been on the team since its inception, after joining J.P. Morgan in June of 1997
from Goldman Sachs & Co., where he was an Institutional Money Market Portfolio
Manager; and Mark Settles, vice president, who has been on the team since
November 1999 and has been at J.P. Morgan since 1994. Prior to managing this
fund, Mr. Settles was a fixed income trader on J.P. Morgan's New York and London
trading desks. The traders on the team are Donald Clemmenson, vice president,
Gunter Heiland, associate, and Kimberly Weil, each of whom has been on the team
since its inception. Prior to joining J.P. Morgan, Mr. Heiland was a sales
assistant at Salomon Brothers.

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

Investors considering these funds should understand that:

o There is no assurance that these funds will meet their investment goals

o These funds do not represent complete investment programs

J.P. MORGAN TREASURY MONEY MARKET RESERVES FUND | 3

<PAGE>

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

The bar chart and table shown below provide some indication of the risks of
investing in J.P. Morgan Treasury Money Market Reserves Fund by providing below
the returns of the J.P. Morgan Institutional Service Treasury Money Market Fund,
a separate feeder fund investing in the same master portfolio as the fund.

The bar chart indicates some of the risks by showing changes in the performance
of the J.P. Morgan Institutional Service Treasury Money Market Fund's shares
from year to year for each of the last two calendar years.

The table indicates some of the risks by showing the J.P. Morgan Institutional
Service Treasury Money Market Fund's average annual returns for the past one
year and life of the fund.

J.P. Morgan Institutional Service Treasury Money Market 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

6%
5.14
4.64

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

[ ] J.P. Morgan Institutional Service Treasury Money Market Fund

For the period covered by this total return chart, J.P. Morgan Institutional
Service Treasury Money Market Fund's highest quarterly return was 1.31% (for the
quarter ended 9/30/98); and the lowest quarterly return was 1.08% (for the
quarter ended 3/31/99).

Performance (unaudited)
- --------------------------------------------------------------------------------
<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 Service Treasury Money Market Fund (after expenses) 4.64 4.99
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

Annual fund operating expenses(3) (%)
(expenses that are deducted from fund assets)
- --------------------------------------------------------------------------------
Management fees 0.20

Rule 12b-1 fee 0.25

Service fees(4) 0.25

Other expenses 0.24
- --------------------------------------------------------------------------------
Total operating expenses 0.94
- --------------------------------------------------------------------------------
Fee waiver and expense
reimbursement(5) 0.24
Net expenses(5) 0.70

Expense example(5)
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 (before reimbursement)
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($) 72 276 497 1,133
- --------------------------------------------------------------------------------

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

(2) These returns reflect lower operating expenses than those of the fund.
Therefore, these returns are higher than the fund's would have been had the fund
existed during the same period. The J.P. Morgan Institutional Service Treasury
Money Market Fund commenced operations on 7/7/97 and life of fund performance is
calculated as of 7/31/97.

4 | J.P. MORGAN TREASURY MONEY MARKET RESERVES FUND

<PAGE>

MONEY MARKET 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 funds' advisor, J.P. Morgan Investment
Management Inc.

J.P. MORGAN MONEY MARKET FUNDS
Each of these funds invests in high-quality short-term debt securities by
investing through a master portfolio (another fund with the same goal). Each
fund accrues dividends daily, pays them to shareholders monthly, and seeks to
maintain a stable $1 share price.

THE SPECTRUM OF MONEY MARKET FUNDS
The funds described in this prospectus differ primarily in the types of
securities they hold and in the tax status of the income they offer. The table
below provides an overview of the main types of securities in which each fund
may invest. The distinguishing features of each money market fund are described
in more detail on the preceding pages.

WHO MAY WANT TO INVEST
- --------------------------------------------------------------------------------
The funds are designed for investors who:

o want an investment that strives to preserve capital

o want regular income from a high quality portfolio

o want a highly liquid investment

o are looking for an interim investment

o are pursuing a short-term goal

The funds are not designed for investors who:

o are investing for long-term growth

o are investing for high income

o require the added security of the FDIC insurance

MONEY MARKET FUNDS AND STABILITY
Money market funds are subject to a range of federal regulations designed
to promote stability. For example, money market funds must maintain a weighted
average maturity of no more than 90 days, and generally may not invest in any
securities with a remaining maturity of more than 13 months. Keeping the
weighted average maturity this short helps funds in their pursuit of a stable $1
share price.

PRIMARY INVESTMENTS
- --------------------------------------------------------------------------------
Prime Treasury
Money Market Money Market
- --------------------------------------------------------------------------------
U.S. Treasuries* o o
- --------------------------------------------------------------------------------
U.S. government
agency
instruments o
- --------------------------------------------------------------------------------
Domestic &
foreign bank
obligations o
- --------------------------------------------------------------------------------
Domestic &
foreign
short-term
corporate
obligations o
- --------------------------------------------------------------------------------
Foreign
governments o
- --------------------------------------------------------------------------------
Illiquid holdings o
- --------------------------------------------------------------------------------
Repurchase
agreements and
reverse repurchase
agreements o o
- --------------------------------------------------------------------------------
* Income is generally exempt from state and local income taxes

MONEY MARKET MANAGEMENT APPROACH | 5
<PAGE>

- --------------------------------------------------------------------------------
MONEY MARKET 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,
emphasizes investment quality through in-depth research of short-term securities
and their issuers. This allows each fund to focus on providing current income
without compromising share price stability.

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

[GRAPHIC OMITTED]
The funds invest across different
sectors for diversification and
to take advantage of yield
spreads

[GRAPHIC OMITTED]
Each fund selects its securities
as described earlier in this
prospectus

6 | MONEY MARKET MANAGEMENT APPROACH

<PAGE>

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

INVESTING THROUGH A SERVICE ORGANIZATION
Prospective investors may only purchase shares of each fund with the assistance
of a service organization. Your service organization is paid by the fund to
assist you in establishing your fund account, executing transactions, and
monitoring your investment. The minimum amount for initial investments in a fund
by a service orgainization is $10,000,000 and for additional investments
$25,000, although these minimums may be less for some investors. Service
organizations may provide the following services in connection with their
customers' investments in the funds:

o Acting, directly or through an agent, as the sole shareholder of record

o Maintaining account records for customers

o Processing orders to purchase, redeem or exchange shares for customers

o Responding to inquiries from shareholders

o Assisting customers with investment procedures

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.

Business days and NAV calculations The funds' regular business days are the same
as those of the New York Stock Exchange. The Treasury Money Market Fund
calculates its net asset value per share (NAV) every business day at 4:30 p.m.
eastern time. The Prime Money Market Fund calculates its NAV every business day
at 5:00 p.m. eastern time.

<PAGE>

Timing of orders Orders to buy or sell shares are executed at the next NAV
calculated after the order has been accepted. Purchase and redemption orders for
each fund must be received by the time NAV is calculated for that fund. For the
purchase to be effective and dividends to be earned on the same day, immediately
available funds must be received by 4:30 p.m. for Treasury Money Market Fund and
by 5:00 p.m. for Prime Money Market Fund eastern time on a fund business day. 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.

Redemption orders for each fund received by the respective cut-off times will be
paid in immediately available funds, normally on the same day, according to
instructions on file.

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.

YOUR INVESTMENT | 7

<PAGE>

- --------------------------------------------------------------------------------
DIVIDENDS AND DISTRIBUTIONS
Substantially all income dividends are declared daily and paid monthly. If all
of an investor's shares are redeemed during the month, accrued but unpaid
dividends are paid with the redemption proceeds. Shares of the funds earn
dividends on the business day their purchase is effective, but not on the
business day their redemption is effective.

Dividends and distributions are reinvested in additional fund shares.
Alternatively, you may instruct your financial professional to have them sent to
you by check.

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

Transaction | Tax status
- -----------------------------------------------------------------
Income dividends Ordinary income
- -----------------------------------------------------------------
Short-term capital gains distributions Ordinary income
- -----------------------------------------------------------------

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.

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

8 | YOUR INVESTMENT

<PAGE>

FUND DETAILS
- --------------------------------------------------------------------------------
MASTER/FEEDER STRUCTURE
As noted earlier, each fund is a series of J.P. Morgan Institutional Funds, a
Massachussetts 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 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 and their corresponding master
portfolios 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 receives the following fees for investment advisory and other
services:

- --------------------------------------------------------------------------------
Advisory services 0.20% of the first $1 billion of
each master portfolio's average
net assets plus 0.10% over $1 billion
- --------------------------------------------------------------------------------
Administrative services Master portfolio's and fund's pro-rata
(fee shared with Funds portions of 0.09% of the first $7
Distributor, Inc.) billion of average net assets in J.P.
Morgan-advised portfolios, plus 0.04%
over $7 billion
- --------------------------------------------------------------------------------
Shareholder services 0.05% of each fund's average net assets
- --------------------------------------------------------------------------------

Each fund has a service plan which allows it to pay service organizations up to
0.25% of the average net assets of the shares held in the name of the service
organization. Each fund has adopted a plan under Rule 12b-1 that allows the fund
to pay distribution fees up to 0.25% of each fund's average net assets for the
sale and distribution of its shares. Because these fees are paid out of the
fund's assets on an on-going basis, over time these fees will increase the cost
of your investment and may cost you more than paying other types of sales
charges.

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

FUND DETAILS | 9

<PAGE>

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

The financial tables are intended to help you understand each fund's financial
performance for the past fiscal period. 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 respective fund's annual
report, which are available upon request.

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
J.P. MORGAN PRIME MONEY MARKET RESERVES FUND

Per-share data For the fiscal period ended 11/30/99(1)
- ----------------------------------------------------------------------------------------
<S> <C> <C>
Net asset value, beginning of period ($) 1.00
- ----------------------------------------------------------------------------------------
Income from investment operations:
Net investment income ($) 0.0233
Net realized gain (loss) on investment ($) 0.0000(2)
- ----------------------------------------------------------------------------------------
Total from investment operations ($) 0.0233
- ----------------------------------------------------------------------------------------
Less distributions to shareholders from:
Net investment income ($) (0.0233)
- ----------------------------------------------------------------------------------------
Total distributions to shareholders ($) (0.0233)
- ----------------------------------------------------------------------------------------
Net asset value, end of period ($) 1.00
- ----------------------------------------------------------------------------------------
Total return (%) 2.35(3)
- ----------------------------------------------------------------------------------------

Ratios and supplemental data
- ----------------------------------------------------------------------------------------
Net assets, end of period ($ thousands) 171,360
- ----------------------------------------------------------------------------------------
Ratio to average net assets:
- ----------------------------------------------------------------------------------------
Net expenses (%) 0.70(4)
- ----------------------------------------------------------------------------------------
Net investment income (%) 4.61(4)
- ----------------------------------------------------------------------------------------
Expenses without reimbursement (%) 0.86(4)
- ----------------------------------------------------------------------------------------
Net expenses (%) 0.70(4)
- ----------------------------------------------------------------------------------------
Net investment income (%) 4.61(4)
- ----------------------------------------------------------------------------------------
Expenses without reimbursement (%) 0.86(4)
- ----------------------------------------------------------------------------------------
</TABLE>

(1) The fund commenced operations on 6/1/99.
(2) Less than $0.0001.
(3) Not annualized.
(4) Annualized.

<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
J.P. MORGAN TREASURY MONEY MARKET RESERVES FUND

Per-share data For the fiscal period ended 10/31/99(1)
- ------------------------------------------------------------------------------------------
<S> <C> <C>
Net asset value, beginning of period ($) 1.00
- ------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income ($) 0.0180
Net realized gain (loss) on investment ($) (0.0000)(2)
- ------------------------------------------------------------------------------------------
Total from investment operations ($) 0.0180
- ------------------------------------------------------------------------------------------
Less distributions to shareholders from:
Net investment income ($) (0.0180)
- ------------------------------------------------------------------------------------------
Total distributions to shareholders ($) (0.0180)
- ------------------------------------------------------------------------------------------
Net asset value, end of period ($) 1.00
- ------------------------------------------------------------------------------------------
Total return (%) 1.82(3)
- ------------------------------------------------------------------------------------------

Ratios and supplemental data
- ------------------------------------------------------------------------------------------
Net assets, end of period ($ thousands) 88,629
- ------------------------------------------------------------------------------------------
Ratio to average net assets:
- ------------------------------------------------------------------------------------------
Net expenses (%) 0.70(4)
- ------------------------------------------------------------------------------------------
Net investment income (%) 4.38(4)
- ------------------------------------------------------------------------------------------
Expenses without reimbursement (%) 0.94(4)
- ------------------------------------------------------------------------------------------
</TABLE>

(1) The fund commenced operations on 6/1/99.
(2) Less than $0.0001.
(3) Not annualized.
(4) Annualized.

10 | Fund Details

<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]

<TABLE>
<CAPTION>
<S> <C> <C>
J.P. Morgan Prime Money Market Reserves Fund .............................. 811-07342 and 033-54642

J.P. Morgan Treasury Money Market Reserves 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, theJ.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

IMPR15

<PAGE>

MARCH 1, 2000 | PROSPECTUS

J.P. MORGAN INSTITUTIONAL SERVICE MONEY MARKET FUNDS

Prime Money Market Fund

Treasury Money Market Fund

Federal Money Market Fund

Tax Exempt Money Market Fund

--------------------------------------
Seeking to provide high current income

consistent with the preservation of

capital and same-day liquidity

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

J.P. MORGAN INSTITUTIONAL SERVICE MONEY MARKET FUNDS

J.P. Morgan Institutional Service Prime Money Market Fund ................... 1
J.P. Morgan Institutional Service Treasury Money Market Fund ................ 3
J.P. Morgan Institutional Service Federal Money Market Fund ................. 5
J.P. Morgan Institutional Service Tax Exempt Money Market Fund .............. 7

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

MONEY MARKET MANAGEMENT APPROACH

J.P. Morgan ................................................................. 9
J.P. Morgan Institutional Service Money Market Funds ........................ 9
The spectrum of money market funds .......................................... 9
Who may want to invest ...................................................... 9
Money market investment process ............................................. 10

11 | Investing in the J.P. Morgan Institutional Service Money Market Funds

YOUR INVESTMENT

Investing through a service organization .................................... 11
Account and transaction policies ............................................ 11
Dividends and distributions ................................................. 11
Tax considerations .......................................................... 12

13 | More about the funds' business operations

FUND DETAILS

Master/feeder structure ..................................................... 13
Management and administration ............................................... 13
Financial highlights ........................................................ 15

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

<PAGE>

J.P. MORGAN INSTITUTIONAL SERVICE
PRIME MONEY MARKET FUND |
- --------------------------------------------------------------------------------
REGISTRANT: J.P. MORGAN INSTITUTIONAL FUNDS
(J.P. Morgan Institutional Service Prime Money Market
Fund)

[GRAPHIC OMITTED]
GOAL
The fund's goal is to maximize current income consistent with the preservation
of capital and same-day liquidity. This goal can be changed only with
shareholder approval.

[GRAPHIC OMITTED]
INVESTMENT APPROACH

Principal Risks
As with all money market funds, the fund's investments are subject to various
risks, which, while generally considered to be minimal, could cause its share
price to fall below $1. For example, the issuer or guarantor of a portfolio
security or the counterparty to a contract could default on its obligation. An
unexpected rise in interest rates could also lead to a loss in share price if
the fund is near the maximum allowable dollar weighted average maturity
(currently not to exceed 90 days) at the time. To the extent that the fund
invests in foreign securities, the fund could lose money because of foreign
government actions, political instability, or lack of adequate and accurate
information. Also, the fund may have difficulty valuing its illiquid holdings
and may be unable to sell them at the time or price it desires. While these
possibilities exist, the fund's investment process and management policies are
designed to minimize the likelihood and impact of these risks. To date, through
this process, the fund's share price has never deviated from $1.

<PAGE>

PORTFOLIO MANAGEMENT
The fund's assets are managed by J.P. Morgan, which currently manages
approximately $349 billion, including more than $52 billion using similar
strategies as the fund.

- --------------------------------------------------------------------------------
BEFORE YOU INVEST
Investors considering these funds should understand that:
o There is no assurance that these funds will meet their investment goals

o These funds do not represent complete investment programs

J.P. MORGAN INSTITUTIONAL SERVICE PRIME MONEY MARKET FUND | 1

<PAGE>

- --------------------------------------------------------------------------------
PERFORMANCE (unaudited)
The bar chart and table shown below provide some indication of the risks of
investing in J.P. Morgan Institutional Service Prime Money Market 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 ten
calendar years.

The table indicates some of the risks by showing the fund's average annual
returns for the past one year, five years and ten years.

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

12%

9%
8.04
6% 6.07 5.79
3.95 5.21 5.41 5.30 4.98
3% 3.67
2.83
0%

[] J.P. Morgan Institutional Service Prime Money Market Fund

For the period covered by this year-by-year total return chart, the fund's
highest quarterly return was 1.97% (for the quarter ended 3/31/90); and the
lowest quarterly return was 0.69% (for the quarter ended 6/30/93).

PERFORMANCE (unaudited)
<TABLE>
<CAPTION>

<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 are deducted from fund assets prior to performance calculations.

Annual fund operating expenses(3) (%)
(expenses that are deducted from fund assets)

Management fees 0.11

Marketing (12b-1) fees None

Service fees4 0.25

Other expenses 0.15
- --------------------------------------------------------------------
Total operating expenses 0.51
Fee waiver and expense
reimbursement(5) 0.06
- --------------------------------------------------------------------
Net expenses(5) 0.45
- --------------------------------------------------------------------

Expense example(5)
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:
$10,000 initial investment, 5% return each year, net expenses for the period
3/1/00 through 2/28/01 and total operating expenses thereafter, and all shares
sold at the end of each time period. The example is for comparison only; the
fund's actual return and your actual costs may be higher or lower.
- --------------------------------------------------------------------------------
1 yr. 3 yrs. 5yrs. 10 yrs.
Your cost($) 46 158 279 635
- --------------------------------------------------------------------------------

(1) The fund commenced operations on 10/23/97, and returns reflect the
performance of the fund from 11/1/97 forward. For the period from 8/1/93 through
10/31/97, returns reflect the performance of the J.P. Morgan Prime Money Market
Fund, a separate feeder fund investing in the same master portfolio. For the
period from 1/1/90 through 7/31/93, returns reflect the performance of The
Pierpont Money Market Fund, the predecessor to the J.P. Morgan Prime Money
Market Fund. The returns of these predecessor funds reflect lower operating
expenses than those of the fund. Therefore, these returns may be higher than the
fund's would have been had it existed during the same period.

(2) The fund's fiscal year end is 11/30.

(3) The fund has a master/feeder structure as described on page 13. 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) Service Organizations (described on page 11) may charge other fees to their
customers who are the beneficial owners of shares in connection with their
customers' accounts. Such fees, if any, may affect the return such customers
realize with respect to their investments.

(5) Reflects an agreement dated 6/1/99 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 0.45% (excluding extraordinary expenses) of
the fund's average daily net assets through 2/28/01.

2 | J.P. MORGAN INSTITUTIONAL SERVICE PRIME MONEY MARKET FUND

<PAGE>

J.P. MORGAN INSTITUTIONAL SERVICE
TREASURY MONEY MARKET FUND | TICKER SYMBOL: JPMXX
- --------------------------------------------------------------------------------
REGISTRANT: J.P. MORGAN INSTITUTIONAL FUNDS
(J.P. MORGAN INSTITUTIONAL SERVICE TREASURY MONEY
MARKET FUND)

[GRAPHIC OMITTED]
GOAL
The fund's goal is to provide high current income consistent with the
preservation of capital and same-day liquidity. This goal can be changed without
shareholder approval.

[GRAPHIC OMITTED]
INVESTMENT APPROACH

The portion of the fund's income derived from direct investments in U.S.
Treasury obligations may be exempt from state and local personal income taxes.

Principal Risks
While the fund's U.S. Treasury obligations are backed by the full faith and
credit of the federal government, investors should bear in mind that any
repurchase agreements the fund may hold do not have this guarantee (even though
they are fully collateralized by Treasuries), and that in any case, government
guarantees do not extend to shares of the fund itself.

<PAGE>

PORTFOLIO MANAGEMENT
The fund's assets are managed by J.P. Morgan, which currently manages
approximately $349 billion, including more than $52 billion using similar
strategies as the fund.

The advisor uses a team of portfolio managers and traders to manage the fund.
The portfolio management team is led by John Donohue, vice president, who has
been on the team since its inception, after joining J.P. Morgan in June of 1997
from Goldman Sachs & Co., where he was an Institutional Money Market Portfolio
Manager; and Mark Settles, vice president, who has been on the team since
November 1999 and has been at J.P. Morgan since 1994. Prior to managing this
fund, Mr. Settles was a fixed income trader on J.P. Morgan's New York and London
trading desks. The traders on the team are Donald Clemmenson, vice president,
Gunter Heiland, associate, and Kimberly Weil, each of whom has been on the team
since its inception. Prior to joining J.P. Morgan, Mr. Heiland was a sales
assistant at Salomon Brothers.

- --------------------------------------------------------------------------------
Before you invest
Investors considering these funds should understand that:

o There is no assurance that these funds will meet their investment goals

o These funds do not represent complete investment programs

J.P. MORGAN INSTITUTIONAL SERVICE TREASURY MONEY MARKET FUND | 3

<PAGE>
- --------------------------------------------------------------------------------
PERFORMANCE (unaudited)

The bar chart and table shown below provide some indication of the risks of
investing in J.P. Morgan Institutional Service Treasury Money Market 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 two calendar years.

The table indicates some of the risks by showing the fund's average annual
returns for the past one year and life of the fund.

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

6%
5.14
3% 4.64

[] J.P. Morgan Institutional Service Treasury Money Market Fund

For the period covered by this total return chart, the fund's highest quarterly
return was 1.31% (for the quarter ended 9/30/98); and the lowest quarterly
return was 1.08% (for the quarter ended 3/31/99).

PERFORMANCE (unaudited)
<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 Service Treasury Money Market Fund (after expenses) 4.64 4.99
- ---------------------------------------------------------------------------------------------------------------
</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 0.20
Marketing (12b-1) fees None
Service fees(4) 0.25
Other expenses 0.14
- --------------------------------------------------------------------------------
Total operating expenses 0.59
Fee waiver and expense
reimbursement(5) 0.14
- --------------------------------------------------------------------------------
Net expenses(5) 0.45
- --------------------------------------------------------------------------------

<PAGE>

Expense example(5)
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:
$10,000 initial investment, 5% return each year, net expenses for the period
3/1/00 through 2/28/01 and total operating expenses thereafter, and all shares
sold at the end of each time period. The example is for comparison only; the
fund's actual return and your actual costs may be higher or lower.
- --------------------------------------------------------------------------------
1 yr. 3 yrs. 5 yrs. 10 yrs.
Your cost($) 46 175 315 725
- --------------------------------------------------------------------------------

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

(2) The fund commenced operations on 7/7/97 and performance is calculated as of
7/31/97.

4 | J.P. MORGAN INSTITUTIONAL SERVICE TREASURY MONEY MARKET FUND

<PAGE>

J.P. MORGAN INSTITUTIONAL SERVICE
FEDERAL MONEY MARKET FUND
- --------------------------------------------------------------------------------
REGISTRANT: J.P. MORGAN INSTITUTIONAL FUNDS
(J.P. MORGAN INSTITUTIONAL SERVICE FEDERAL MONEY MARKET
FUND)
[GRAPHIC OMITTED]
GOAL
The fund's goal is to provide high current income consistent with the
preservation of capital and same-day liquidity. This goal can be changed only
with shareholder approval.

[GRAPHIC OMITTED]
INVESTMENT APPROACH

Principal Strategies
The fund purchases securities that offer very high credit quality and pay
regular income that is generally free from state and local income taxes. It
invests exclusively in U.S. government agency obligations such as the Federal
Farm Credit Bank, the Tennessee Valley Authority, the Federal Home Loan Bank,
the Student Loan Marketing Association, and in obligations of the U.S. Treasury.
Some of these investments may be purchased on a when-issued or delayed delivery
basis.

Principal Risks
While the fund's U.S. Treasury obligations are backed by the full faith and
credit of the Government, investors should bear in mind that any agency
obligations the fund may hold do not have this guarantee, and that in any case
government guarantees do not extend to shares of the fund itself.

<PAGE>

PORTFOLIO MANAGEMENT
The fund's assets are managed by J.P. Morgan, which currently manages
approximately $349 billion, including more than $52 billion using similar
strategies as the fund.

- --------------------------------------------------------------------------------
Before you invest
Investors considering these funds should understand that:

o There is no assurance that these funds will meet their investment goals

o These funds do not represent complete investment programs

J.P. MORGAN INSTITUTIONAL SERVICE FEDERAL MONEY MARKET FUND | 5

<PAGE>

Performance (unaudited)

The bar chart and table shown below provide some indication of the risks of
investing in J.P. Morgan Institutional Service Federal Money Market 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 six
calendar years.

The table indicates some of the risks by showing the fund's average annual
returns for the past one year, five years and life of the fund.

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

6% 5.59 5.18 5.21
4.99 4.79
3.78
3%

[] J.P. Morgan Institutional Service Federal Money Market Fund(1)

For the period covered by this year-by-year total return chart, the fund's
highest quarterly return was 1.41% (for the quarter ended 6/30/95); and the
lowest quarterly return was 0.67% (for the quarter ended 3/31/94).

PERFORMANCE (unaudited)
<TABLE>
<CAPTION>

Average annual total return (%) Shows performance over time, for period ended December 31, 1999(1)
- -------------------------------------------------------------------------------------------------------
Past 1 yr. Past 5 yrs. Life of fund
<S> <C> <C> <C>
J.P. Morgan Institutional Service Federal Money Market Fund 4.79 5.15 4.60
- -------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

Annual fund operating expenses(3) (%)
(expenses that are deducted from fund assets)

Management fees 0.15

Marketing (12b-1) fees None

Service fees(4) 0.25

Other expenses 0.38
- --------------------------------------------------------------------------------
Total operating expenses 0.78

Fee waiver and expense
reimbursement(5) 0.33
- --------------------------------------------------------------------------------
Net expenses(5) 0.45
- --------------------------------------------------------------------------------

Expense example(5)
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:
$10,000 initial investment, 5% return each year, net expenses for the period
3/1/00 through 2/28/01 and total operating expenses thereafter, and all shares
sold at the end of each time period. The example is for comparison only; the
fund's actual return and your actual costs may be higher or lower.
- --------------------------------------------------------------------------------
1 yr. 3 yrs. 5 yrs. 10 yrs.
Your cost($) 46 216 401 935
- --------------------------------------------------------------------------------

(1) The fund commenced operations on 11/6/97, and returns reflect the
performance of the fund from 12/1/97 forward. For the period 1/31/93 to
11/30/97, returns reflect the performance of J.P. Morgan Federal Money Market
Fund, a separate feeder fund investing in the same master portfolio, with lower
operating expenses than those of the fund. Therefore, these returns may be
higher than the fund's would have been had it existed during the same period.

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

6 | J.P. MORGAN INSTITUTIONAL SERVICE FEDERAL MONEY MARKET FUND

<PAGE>

J.P. MORGAN INSTITUTIONAL SERVICE
TAX EXEMPT MONEY MARKET FUND |
- --------------------------------------------------------------------------------
REGISTRANT: J.P. MORGAN INSTITUTIONAL FUNDS
(J.P. MORGAN INSTITUTIONAL SERVICE TAX EXEMPT MONEY MARKET
FUND)

[GRAPHIC OMITTED]
GOAL
The fund's goal is to maximize current income that is exempt from federal income
tax consistent with the preservation of capital and same-day liquidity. This
goal can be changed only with shareholder approval.

[GRAPHIC OMITTED]
INVESTMENT APPROACH

Principal Strategies
The fund invests primarily in high quality municipal obligations whose income is
exempt from federal income taxes. The fund's municipal obligations must fall
into the highest short-term rating category (top two highest categories for New
York State obligations) or be of equivalent quality. The fund may also invest in
certain structured municipal obligations, and in certain municipal or other
obligations whose income is subject to tax, including the alternative minimum
tax. Although the fund is permitted to hold these other obligations or cash, it
aims to be fully invested in municipal obligations. In order to maintain
liquidity, the fund may buy securities with puts that allow the fund to
liquidate the securities on short notice. Some of the fund's securities may be
purchased on a when-issued or delayed delivery basis.

The fund's income is generally exempt from federal income taxes. A small portion
may be exempt from state or local income taxes.

<PAGE>

PORTFOLIO MANAGEMENT
The fund's assets are managed by J.P. Morgan, which currently manages
approximately $349 billion, including more than $52 billion using similar
strategies as the fund.

The advisor uses a team of portfolio managers and traders to manage the fund.
The portfolio management team is led by John Donohue, vice president, who has
been on the team since joining J.P. Morgan in June of 1997 from Goldman Sachs &
Co., where he was an Institutional Money Market Portfolio Manager; and Richard
Oswald, vice president, who has been on the team since joining J.P. Morgan in
October of 1996. Prior to managing this fund, Mr. Oswald served as Treasurer of
CBS and President of its finance unit. The traders on the team are Donald
Clemmenson, vice president, who has been on the team since its inception; Gunter
Heiland, associate, who has been on the team since joining J.P. Morgan in June
of 1997 from Salomon Brothers, where he was a sales assistant; and Kimberly
Weil, who has been on the team since its inception.

- --------------------------------------------------------------------------------
Before you invest
Investors considering these funds should understand that:

o There is no assurance that these funds will meet their investment goals

o These funds do not represent complete investment programs

J.P. MORGAN INSTITUTIONAL SERVICE TAX EXEMPT MONEY MARKET FUND | 7

<PAGE>
- --------------------------------------------------------------------------------
PERFORMANCE (unaudited)

The bar chart and table shown below provide some indication of the risks of
investing in J.P. Morgan Institutional Service Tax Exempt Money Market 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 ten
calendar years.

The table indicates some of the risks by showing the fund's average annual
returns for the past one year, five years and ten years.

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

6%
5.58 3.49
4.16 3.52
3% 3.12 3.26 2.89
2.71 2.50
2.04
0%

[] J.P. Morgan Institutional Service Tax Exempt Money Market Fund(1)

For the period covered by this year-by-year total return chart, the fund's
highest quarterly return was 1.39% (for the quarter ended 6/30/90); and the
lowest quarterly return was 0.47% (for the quarter ended 3/31/94).

PERFORMANCE (unaudited)
<TABLE>
<CAPTION>

<PAGE>

Annual fund operating expenses(3) (%)
(expenses that are deducted from fund assets)

Management fees 0.15

Marketing (12b-1) fees None

Service fees(4) 0.25

Other expenses 1.24
- --------------------------------------------------------------------------------
Total operating expenses 1.64
Fee waiver and expense
reimbursement(5) 1.19
- --------------------------------------------------------------------------------
Net expenses(5) 0.45
- --------------------------------------------------------------------------------

<PAGE>

Expense example(5)
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:
$10,000 initial investment, 5% return each year, net expenses for the period
3/1/00 through 2/28/01 and total operating expenses thereafter, and all shares
sold at the end of each time period. The example is for comparison only; the
fund's actual return and your actual costs may be higher or lower.
- --------------------------------------------------------------------------------
1 yr. 3 yrs. 5 yrs. 10 yrs.
Your cost($) 46 401 779 1,843
- --------------------------------------------------------------------------------

(1) The fund commenced operations on 11/4/97, and returns reflect the
performance of the fund from 12/1/97 forward. For the period 8/1/93 to 11/30/97,
returns reflect the performance of J.P. Morgan Tax Exempt Money Market Fund, a
separate feeder fund investing in the same master portfolio. For the period
1/1/90 to 7/31/93 returns reflect performance of The Pierpont Tax Exempt Money
Market Fund, the predecessor of the J.P. Morgan Tax Exempt Money Market Fund.
The returns of these predecessor fund reflect lower operating expenses than
those of the fund. Therefore, these returns may be higher than the fund's would
have been had it existed during the same period.

(2) The fund's fiscal year end is 11/30. Prior to 1999, the fund's fiscal year
end was 8/31.

8 | J.P. MORGAN INSTITUTIONAL SERVICE TAX EXEMPT MONEY MARKET FUND

<PAGE>

MONEY MARKET 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 funds' advisor, J.P. Morgan Investment
Management Inc.

J.P. MORGAN INSTITUTIONAL SERVICE MONEY MARKET FUNDS
Each of these funds invests in high-quality short-term debt securities by
investing through a master portfolio (another fund with the same goal). Each
fund accrues dividends daily, pays them to shareholders monthly, and seeks to
maintain a stable $1 share price.

Primary investments
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Service Service Service Service
Prime Treasury Federal Tax Exempt
Money Market Money Market Money Market Money Market
- --------------------------------------------------------------------------------
U.S. Treasuries* o o o
- --------------------------------------------------------------------------------
U.S. government
agency
instruments o o*
- --------------------------------------------------------------------------------
Domestic &
foreign bank
obligations o
- --------------------------------------------------------------------------------
Domestic &
foreign
short-term
corporate
obligations o
- --------------------------------------------------------------------------------
Foreign
governments o
- --------------------------------------------------------------------------------
Illiquid holdings o
- --------------------------------------------------------------------------------
Repurchase
agreements and
reverse repurchase
agreements o o
- --------------------------------------------------------------------------------
Tax-exempt
municipal
obligations** o
- --------------------------------------------------------------------------------
* Income is generally exempt from state and local income taxes
** Income is generally exempt from federal income taxes

<PAGE>

WHO MAY WANT TO INVEST

The funds are designed for investors who:

o want an investment that strives to preserve capital

o want regular income from a high quality portfolio l want a highly liquid
investment

o are looking for an interim investment l are pursuing a short-term goal

o are investing for long-term growth

o are investing for high income

o require the added security of the FDIC insurance

o in the case of Tax Exempt Money Market Fund, are investing through an IRA or
other tax-advantaged retirement plan

MONEY MARKET FUNDS AND STABILITY
Money market funds are subject to a range of federal regulations
designed to promote stability. For example, money market funds must maintain a
weighted average maturity of no more than 90 days, and generally may not invest
in any securities with a remaining maturity of more than 13 months. Keeping the
weighted average maturity this short helps funds in their pursuit of a stable $1
share price.

MONEY MARKET MANAGEMENT APPROACH | 9

<PAGE>

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

MONEY MARKET 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,
emphasizes investment quality through in-depth research of short-term securities
and their issuers. This allows each fund to focus on providing current income
without compromising share price stability.

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

[GRAPHIC OMITTED]
The funds invest across different sectors for diversification and to take
advantage of yield spreads

[GRAPHIC OMITTED]
Each fund selects its securities as described earlier in this prospectus

10 | MONEY MARKET MANAGEMENT APPROACH

<PAGE>

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

INVESTING THROUGH A SERVICE ORGANIZATION
Prospective investors may only purchase shares of each fund with the assistance
of a service organization. Your service organization is paid by the fund to
assist you in establishing your fund account, executing transactions, and
monitoring your investment. The minimum amount for initial investments in a fund
by a service organization is $10,000,000 and for additional investments $25,000,
although these minimums may be less for some investors. Service organizations
may provide the following services in connection with their customers'
investments in the funds:

o Acting, directly or through an agent, as the sole shareholder of record

o Maintaining account records for customers

o Processing orders to purchase, redeem or exchange shares for customers

o Responding to inquiries from shareholders

o Assisting customers with investment procedures

ACCOUNT AND TRANSACTION POLICIES

Business days and NAV calculations The funds' regular business days are the same
as those of the New York Stock Exchange. The Service Federal and Service Tax
Exempt Money Market Funds calculate their net asset value per share (NAV) every
business day at 4:00 p.m. eastern time. The Service Treasury Money Market Fund
calculates its NAV every business day at 4:30 p.m. eastern time. The Service
Prime Money Market Fund calculates its NAV every business day at 5:00 p.m.
eastern time.

Fund Cut-off Time
Service Prime Money Market 5:00 p.m.
Service Treasury Money Market 4:30 p.m.
Service Federal Money Market 2:00 p.m.
Service Tax Exempt Money Market 12:00 noon

<PAGE>

For the purchase to be effective and dividends to be earned on the same day,
immediately available funds must be received by a fund by its close of business
on that day. Service organizations will be responsible for transmitting accepted
orders and payments to the funds within the time period agreed upon by them. 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.

Redemption orders for each fund received by the respective cut-off times will be
paid in immediately available funds, normally on the same day, according to
instructions on file.

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
Substantially all income dividends are declared daily and paid monthly. If all
of an investor's shares are redeemed during the month, accrued but unpaid
dividends are paid with

YOUR INVESTMENT | 11

<PAGE>
- --------------------------------------------------------------------------------

the redemption proceeds. Shares of the funds earn dividends on the business day
their purchase is effective, but not on the business day their redemption is
effective.

Transaction Tax status
- --------------------------------------------------------------------------------
Income dividends from Prime Ordinary income
Money Market, Treasury Money
Market and Federal Money
- --------------------------------------------------------------------------------
Market Funds
Income dividends from Tax Exempt from federal
Exempt Money Market Fund income taxes
- --------------------------------------------------------------------------------
Short-term capital gains Ordinary income
distributions

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.

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

12 | YOUR INVESTMENT

<PAGE>

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

MASTER/FEEDER STRUCTURE

As noted earlier, each fund 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.)

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

<PAGE>

Advisory services 0.20% of the first $1 billion of
each master portfolio's average
net assets plus 0.10% over
$1 billion
- --------------------------------------------------------------------------------
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%
over $7 billion
- --------------------------------------------------------------------------------
Shareholder services 0.05% of each fund's average
net assets

Each fund has a service plan which allows it to pay service organizations up to
0.25% of the average net assets of the shares held in the name of the service
organization.

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

FUND DETAILS | 13

<PAGE>

THIS PAGE IS LEFT BLANK INTENTIONALLY

14 |

<PAGE>
- --------------------------------------------------------------------------------
FI
NANCIAL 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 Pricewaterhouse-Coopers 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 SERVICE PRIME MONEY MARKET FUND

Per-share data For fiscal periods ended 11/30/97(1) 11/30/98 11/30/99
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net asset value, beginning of period ($) 1.00 1.00 1.00
- --------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income ($) 0.0057 0.0523 0.0478
Net realized loss on investment ($) (0.0000)(2) (0.0000)(2) (0.0000)(2)
- --------------------------------------------------------------------------------------------------
Total from investment operations ($) 0.0057 0.0523 0.0478
- --------------------------------------------------------------------------------------------------
Less distributions to shareholders from:
Net investment income ($) (0.0057) (0.0523) (0.0478)
Net realized gain ($) -- (0.0000)(2) --
- --------------------------------------------------------------------------------------------------
Total distributions to shareholders ($) (0.0057) (0.0523) (0.0478)
- --------------------------------------------------------------------------------------------------
Net asset value, end of period ($) 1.00 1.00 1.00
- --------------------------------------------------------------------------------------------------
Total return (%) 0.573 5.35 4.89
- --------------------------------------------------------------------------------------------------
Ratios and supplemental data
- --------------------------------------------------------------------------------------------------
Net assets, end of period ($ thousands) 384 470,836 1,490,731
- --------------------------------------------------------------------------------------------------
Ratio to average net assets:
------------------------------------------------------------------------------------------------
Net Expenses (%) 0.454 0.45 0.45
------------------------------------------------------------------------------------------------
Net investment income (%) 5.284 5.17 4.78
------------------------------------------------------------------------------------------------
Expenses without
reimbursement (%) 35.55(4,5) 0.56 0.51
------------------------------------------------------------------------------------------------
</TABLE>
(1) The fund commenced operations on 10/23/97.
(2) Less than $0.0001.
(3) Not annualized.
(4) Annualized.
(5) Not representative of ongoing reimbursement ratio since period covers less
than two months.
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
J.P. MORGAN INSTITUTIONAL SERVICE PRIME MONEY MARKET FUND

Per-share data For fiscal periods ended 11/30/97(1) 11/30/98 11/30/99
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net asset value, beginning of period ($) 1.00 1.00 1.00
- --------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income ($) 0.0169 0.0514 0.0450
Net realized gain (loss) on investment ($) 0.0000(2) (0.0000)(2) (0.0000)(2)
- --------------------------------------------------------------------------------------------------
Total from investment operations ($) 0.0169 0.0514 0.0450
- --------------------------------------------------------------------------------------------------
Less distributions to shareholders from:
Net investment income ($) (0.0169) (0.0514) (0.0450)
Net realized gain ($) (0.0000)(2) (0.0000)(2) --
- --------------------------------------------------------------------------------------------------
Total distributions to shareholders ($) (0.0169) (0.0514) (0.0450)
- --------------------------------------------------------------------------------------------------
Net asset value, end of period ($) 1.00 1.00 1.00
- --------------------------------------------------------------------------------------------------
Total return (%) 1.71(3) 5.27 4.59
- --------------------------------------------------------------------------------------------------
Ratios and supplemental data
- --------------------------------------------------------------------------------------------------
Net assets, end of period ($ thousands) 35,983 471,279 812,901
- --------------------------------------------------------------------------------------------------
Ratio to average net assets:
- --------------------------------------------------------------------------------------------------
Net Expenses (%) 0.284(4) 0.37 0.45
------------------------------------------------------------------------------------------------
Net investment income (%) 5.29 (4) 5.11 4.52
------------------------------------------------------------------------------------------------
Expenses without
------------------------------------------------------------------------------------------------
reimbursement (%) 1.71(4) 0.66 0.59
------------------------------------------------------------------------------------------------
</TABLE>
(1) The fund commenced operations on 7/7/97.
(2) Less than $0.0001.
(3) Not annualized.
(4) Annualized.

FUND DETAILS | 15

<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
J.P. MORGAN INSTITUTIONAL SERVICE FEDERAL MONEY MARKET FUND

Per-share data For the fiscal periods ended 10/31/98 10/31/99
- --------------------------------------------------------------------------------------------------
<S> <C> <C>
Net asset value, beginning of period ($) 1.00 1.00
- --------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income ($) 0.0517 0.0460
Net realized loss on investment ($) (0.0000)(2) (0.0000)(2)
- --------------------------------------------------------------------------------------------------
Total from investment operations ($) 0.0517 0.0460
- --------------------------------------------------------------------------------------------------
Less distributions to shareholders from:
Net investment income ($) (0.0517) (0.0460)
Net realized gain - (0.0000)(2)
- --------------------------------------------------------------------------------------------------
Total distributions to shareholders ($) (0.0517) (0.0460)
- --------------------------------------------------------------------------------------------------
Net asset value, end of period ($) 1.00 1.00
- --------------------------------------------------------------------------------------------------
Total return (%) 5.24(3) 4.70
- --------------------------------------------------------------------------------------------------
Ratios and supplemental data
- --------------------------------------------------------------------------------------------------
Net assets, end of period ($ thousands) 29,459 9,194
- --------------------------------------------------------------------------------------------------
Ratio to average net assets:
- --------------------------------------------------------------------------------------------------
Net expenses (%) 0.45(4) 0.45
------------------------------------------------------------------------------------------------
Net investment income (%) 5.07(4) 4.54
------------------------------------------------------------------------------------------------
Expenses without
------------------------------------------------------------------------------------------------
reimbursement (% 1.32(4) 0.78
------------------------------------------------------------------------------------------------
</TABLE>
(1) The fund commenced operations on 11/5/97.
(2) Less than 0.0001.
(3) Not annualized.
(4) Annualized.
<PAGE>
For the three months ended November 30, 1999
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
J.P. MORGAN INSTITUTIONAL SERVICE TAX EXEMPT MONEY MARKET FUND For three
months ended
Per-share data For the fiscal periods ended 8/31/98(1) 8/31/99 November 30, 1999
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net asset value, beginning of period ($) 1.00 1.00 1.00
- ----------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income ($) 0.0276 0.0275 0.0076
Net realized gain (loss) on investment ($) (0.0000)(2) 0.0000(2) (0.0000)(2)
- ----------------------------------------------------------------------------------------------------------
Total from investment operations ($) 0.0276 0.0275 0.0076
- ----------------------------------------------------------------------------------------------------------
Less distributions to shareholders from:
Net investment income ($) (0.0276) (0.0275) (0.0076)
- ----------------------------------------------------------------------------------------------------------
Net asset value, end of period ($) 1.00 1.00 1.00
- ----------------------------------------------------------------------------------------------------------
Total return (%) 2.80(3) 2.78 0.76(3)
- ----------------------------------------------------------------------------------------------------------
Ratios and supplemental data
- ----------------------------------------------------------------------------------------------------------
Net assets, end of period ($ thousands) 8,237 8,319 5.42(5)
- ----------------------------------------------------------------------------------------------------------
Ratio to average net assets:
- ----------------------------------------------------------------------------------------------------------
Net expenses (%) 0.60(4) 0.48 0.45(4)
--------------------------------------------------------------------------------------------------------
Net investment income (%) 2.95(4) 2.66 3.04(4)
--------------------------------------------------------------------------------------------------------
Expenses without
reimbursement (%) 5.83(4) 1.13 1.64(4)
--------------------------------------------------------------------------------------------------------
</TABLE>
(1) The fund commenced operations on 11/4/97.
(2) Less than $0.0001.
(3) Not annualized.
(4) Annualized.

FUND DETAILS | 16

<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]

J.P. Morgan Institutional Service Prime Money Market Fund..........811-07342 and
033-54642

J.P. Morgan Institutional Service Treasury Money Market Fund.......811-07342 and
033-54642

J.P. Morgan Institutional Service Federal Money Market Fund........811-07342 and
033-54642

J.P. Morgan Institutional Service Tax Exempt Money Market Fund.....811-07342 and
033-54642

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
<PAGE>