JP MORGAN FUNDS
497, 1998-08-10
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<PAGE>

     


                                                      AUGUST 3, 1998  PROSPECTUS
 

J.P. MORGAN NEW YORK TOTAL RETURN BOND FUND


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







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

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 as an investment 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.                                JP MORGAN

<PAGE>

CONTENTS
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                          <C>
  2
- ----
 

J.P. MORGAN NEW YORK TOTAL RETURN BOND FUND

The fund's goal, investment approach, risks, expenses, and performance

Fund description . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Performance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Investor expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
 
  4
- ----

FIXED INCOME MANAGEMENT APPROACH
 

Who may want to invest.........................................................4
J.P. Morgan....................................................................4
Fixed income investment process. . . . . . . . . . . . . . . . . . . . . . . . 5
 
  6
- ----

Investing in the J.P. Morgan New York Total Return Bond Fund

YOUR INVESTMENT

Investing through a financial professional . . . . . . . . . . . . . . . . . . 6
Investing directly . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Opening your account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Adding to your account . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Selling shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Account and transaction policies . . . . . . . . . . . . . . . . . . . . . . . 7
Dividends and distributions. . . . . . . . . . . . . . . . . . . . . . . . . . 8
Tax considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

  9
- ----

More about risk and the fund's business operations

FUND DETAILS
 

Master/feeder structure. . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Management and administration. . . . . . . . . . . . . . . . . . . . . . . . . 9
Risk and reward elements . . . . . . . . . . . . . . . . . . . . . . . . . .  10
Investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
Financial highlights . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
 

FOR MORE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . .  back cover
</TABLE>

                                                                               1
<PAGE>

J.P. MORGAN NEW YORK
TOTAL RETURN BOND FUND             TICKER SYMBOL: PPNYX
- --------------------------------------------------------------------------------
                                   REGISTRANT: J.P. MORGAN FUNDS
                                   (J.P. MORGAN NEW YORK TOTAL RETURN BOND FUND)

[GRAPHIC]
GOAL

The fund's goal is to provide high after-tax total return for New York residents
consistent with moderate risk of capital.

[GRAPHIC]
INVESTMENT APPROACH

The fund invests primarily in New York municipal securities whose income is free
from federal, state, and New York City personal income taxes for New York
residents. Because the fund's goal is high after-tax total return rather than
high tax-exempt income, the fund may invest to a limited extent in securities of
other states or territories. To the extent that the fund invests in municipal
securities of other states, the income from such securities would be free from
federal personal income taxes for New York residents but would be subject to New
York state and New York City personal income taxes. For non-New York residents,
the income from New York municipal securities is free from federal personal
income taxes only. The fund may also invest in taxable securities. The fund's
securities may be of any maturity, but under normal market conditions the fund's
duration will generally range between three and seven years, similar to that of
the Lehman Brothers 1-16 Year Municipal Bond Index. At least 90% of assets must
be invested in securities that, at the time of purchase, are rated
investment-grade (BBB/Baa or better) or are the unrated equivalent. No more than
10% of assets may be invested in securities as low as B.
 

[GRAPHIC]
RISK/RETURN SUMMARY

The fund's share price and total return will vary in response to changes in
interest rates. How well the fund's performance compares to that of similar
fixed income funds will depend on the success of the investment process, which
is described on page 5. Because most of the fund's investments will typically be
from issuers in the State of New York, its performance will be affected by the
fiscal and economic health of that state and its municipalities. The fund is
non-diversified and may invest more than 5% of assets in a single issuer, which
could further concentrate its risks. To the extent that the fund seeks higher
returns by investing in non-investment-grade bonds, it takes on additional
risks, since these bonds are more sensitive to economic news and their issuers
have a less secure financial condition. The fund's investments and their main
risks, as well as fund strategies, are described in more detail on pages 10-12.
 

 

Shares in the fund are not bank deposits and are not guaranteed or insured by
any bank, government entity, or the FDIC. The value of the fund's shares will
fluctuate over time. You could lose money if you sell when the fund's share
price is lower than when you invested.
 

PORTFOLIO MANAGEMENT
 

The fund's assets are managed by J.P. Morgan, which currently manages over $285
billion, including more than $8 billion using the same strategy as this fund.
 
The portfolio management team is led by Robert W. Meiselas, vice president, who
has been at J.P. Morgan since 1987, and Elaine B. Young, vice president, who
joined J.P. Morgan from Scudder, Stevens & Clark, Inc. in 1994 where she was a
municipal bond trader and fixed income portfolio manager. Both have been on the
team since June of 1997.

- --------------------------------------------------------------------------------
BEFORE YOU INVEST
 

Investors considering the fund should understand that:

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

- -    The fund invests a portion of assets in non-investment-grade bonds ("junk
     bonds"), which offer higher potential yields but have a higher risk of
     default and are more sensitive to market risk than investment-grade bonds.

- -    The fund does not represent a complete investment program.

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

<PAGE>
 

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

The table and bar chart shown below indicate the risks of investing in J.P.
Morgan New York Total Return Bond Fund.

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

The bar chart indicates the risks by showing changes in the performance of the
fund's shares from year to year since the fund's inception date.

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


<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURN (%)    Shows performance over time, for periods ended December 31, 1997
- -----------------------------------------------------------------------------------------------------
                                                                        Past 1 yr.   Life of fund(2)
<S>                                                                     <C>          <C>
J.P. MORGAN NEW YORK TOTAL RETURN BOND FUND (after expenses)                7.41           6.63
- -----------------------------------------------------------------------------------------------------
LEHMAN BROTHERS NEW YORK 1-15 YEAR MUNICIPAL BOND INDEX (no expenses)       8.73           7.73
- -----------------------------------------------------------------------------------------------------
LEHMAN BROTHERS 1-16 YEAR MUNICIPAL BOND INDEX (no expenses)                7.97           7.29
- -----------------------------------------------------------------------------------------------------
</TABLE>

                                         [GRAPH]

<TABLE>
<CAPTION>
YEAR-BY-YEAR TOTAL RETURN (%)         Shows changes in returns by calendar year(3)
- -----------------------------------------------------------------------------------------------------
                                                             1995           1996           1997
<S>                                                         <C>             <C>            <C>
J.P. MORGAN NEW YORK TOTAL RETURN BOND FUND                 13.03           3.96           7.41

Lehman Brothers New York 1-15 Year Municipal Bond Index     14.69           4.93           8.73

Lehman Brothers 1-16 Year Municipal Bond Index                                             7.97
</TABLE>

For the period covered by this year-by-year total return chart, the fund's
highest quarterly return was 4.80% (for the quarter ended 3/31/95) and the
lowest quarterly return was -0.65% (for the quarter ended 3/31/96).


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

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


<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES(4) (%)
(expenses that are deducted from fund assets)
- --------------------------------------------------------------------------------
<S>                                                               <C>
Management fees                                                             0.30

Marketing (12b-1) fees                                                      none

Other expenses(5)                                                           0.52
- --------------------------------------------------------------------------------
TOTAL ANNUAL FUND
OPERATING EXPENSES(5)                                                       0.82
- --------------------------------------------------------------------------------
</TABLE>

- --------------------------------------------------------------------------------
EXPENSE EXAMPLE

The example below is intended to help you compare the cost of investing in the
fund with the cost of investing in other mutual funds. The example assumes:
$10,000 initial investment, 5% return each year, 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.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
                         1 yr.         3 yrs.         5 yrs.        10 yrs.
<S>                      <C>           <C>            <C>           <C>
YOUR COST($)              84            262            455           1,014
- --------------------------------------------------------------------------------
</TABLE>


(1)  The fund's index changed from the Lehman Brothers New York 1-15 Year
     Municipal Bond Index, a widely recognized, unmanaged index of New York
     general obligation and revenue bonds with maturities of 1-15 years, to the
     Lehman Brothers 1-16 Year Municipal Bond Index on 5/1/97 because this index
     provided a broader mix of municipal securities and was not concentrated in
     New York City bonds.

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

(3)  The fund's fiscal year end is 3/31. For the period 1/1/98 through 6/30/98,
     the total return for the fund was 1.91% and the total return for the index
     was 2.50%.

(4)  The fund has a master/feeder structure as described on page 9. This table
     is restated to show the current fee arrangements in effect as of August 1,
     1998, and shows the fund's expenses and its share of master portfolio
     expenses for the past fiscal year before reimbursement, expressed as a
     percentage of the fund's average net assets.

(5)  AFTER REIMBURSEMENT, OTHER EXPENSES AND TOTAL OPERATING ARE 0.40% AND 
     0.70%, RESPECTIVELY. This reimbursement arrangement can be changed or 
     terminated at any time at the option of J.P. Morgan.

                                  J.P. MORGAN NEW YORK TOTAL RETURN BOND FUND  3
 
<PAGE>
 
FIXED INCOME MANAGEMENT APPROACH
- --------------------------------------------------------------------------------
J.P. MORGAN NEW YORK TOTAL RETURN BOND FUND

The J.P. Morgan New York Total Return Bond Fund invests primarily in bonds and
other fixed income securities through a master portfolio (another fund with the
same goal).

The fund's investment philosophy, developed by its advisor, emphasizes the
potential for consistently enhancing performance while managing risk.


WHO MAY WANT TO INVEST

The fund is designed for investors who:

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

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

- -    want an investment that pays monthly dividends

- -    are seeking income that is exempt from federal, state, and local personal
     income taxes in New York

The fund is NOT designed for investors who:

- -    are investing for aggressive long-term growth

- -    require stability of principal

- -    are investing through a tax-deferred account such as an IRA
 

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 300 analysts and portfolio managers
around the world and has more than $285 billion in assets under management,
including assets managed by the fund's advisor, Morgan Guaranty Trust Company of
New York.
 

4  FIXED INCOME MANAGEMENT APPROACH


<PAGE>



FIXED INCOME INVESTMENT PROCESS
 

J.P. Morgan seeks to generate an information advantage through the depth of its
global fixed-income research and the sophistication of its analytical systems.
Using a team-oriented approach, J.P. Morgan seeks to gain insights in a broad
range of distinct areas and may take positions in many different ones, helping
the fund to limit exposure to concentrated sources of risk.
 
In managing the fund, J.P. Morgan employs a three-step process that combines
sector allocation, fundamental research for identifying portfolio securities,
and duration management.

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

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

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

[GRAPHIC]
 

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

DURATION MANAGEMENT  Forecasting teams use fundamental economic factors to
develop strategic forecasts of the direction of interest rates. Based on these
forecasts, strategists establish the fund's target duration (a measure of
average weighted maturity of the securities held by the fund and a common
measurement of sensitivity to interest rate movements), typically remaining
relatively close to the duration of the market as a whole, as represented by the
fund's benchmark. The strategists closely monitor the fund and make tactical
adjustments as necessary.

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

                                                                               5

<PAGE>

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

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

INVESTING THROUGH A FINANCIAL PROFESSIONAL

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

INVESTING DIRECTLY

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

- -    Determine the amount you are investing. The minimum amount for initial
     investments is $2,500 and for additional investments $500, although these
     minimums may be less for some investors. For more information on minimum
     investments, call 1-800-521-5411.

- -    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.

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

For answers to any questions, please speak with a J.P. Morgan Funds Services
Representative at 1-800-521-5411.

OPENING YOUR ACCOUNT

     BY WIRE


- -    Mail your completed application to the Shareholder Services Agent.


- -    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.

- -    Ater placing your purchase order, instruct your bank to wire the amount of
     your investment to:

     State Street Bank & Trust Company
     ROUTING NUMBER: 011-000-028
     CREDIT: J.P. Morgan Funds
     ACCOUNT NUMBER: 9904-226-9
     FFC: your account number, name of registered owner(s) and fund name

     BY CHECK

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


- -    Mail the check with your completed application to the Transfer Agent.

     BY EXCHANGE

- -    Call the Shareholder Services Agent to effect an exchange.

ADDING TO YOUR ACCOUNT

     BY WIRE

- -    Call the Shareholder Services Agent to place a purchase order. FUNDS THAT
     ARE WIRED WITHOUT A PURCHASE ORDER WILL BE RETURNED UNINVESTED.

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

     BY CHECK

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


- -    Mail the check with a completed investment slip to the Transfer 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

- -    Call the Shareholder Services Agent to effect an exchange.

6  YOUR INVESTMENT

<PAGE>
- --------------------------------------------------------------------------------
SELLING SHARES

     BY PHONE -- WIRE PAYMENT


- -    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.


- -    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


- -    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


- -    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.


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


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


- -    Mail the letter to the Shareholder Services Agent.

     BY EXCHANGE


- -    Call the Shareholder Services Agent to effect an exchange.

ACCOUNT AND TRANSACTION POLICIES

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

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

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

BUSINESS HOURS AND NAV CALCULATIONS  The fund's regular business days and hours
are the same as those of the New York Stock Exchange (NYSE). The fund calculates
its net asset value per share (NAV) every business day as of the close of
trading on the NYSE (normally 4:00 p.m. eastern time). The fund's securities are
typically priced using pricing services or market quotes, but may be priced
using fair value pricing when these methods are not readily available.
 
TIMING OF ORDERS  Orders to buy or sell shares are executed at the next NAV
calculated after the order has been accepted. Orders are accepted until the
close of trading on the NYSE every business day and are executed the same day,
at that day's NAV. The fund has the right to suspend redemption of shares and to
postpone payment of proceeds for up to seven days or as permitted by law.



- --------------------------------------------------------------------------------
TRANSFER AGENT                               SHAREHOLDER SERVICES AGENT
STATE STREET BANK AND TRUST COMPANY          J.P. MORGAN FUNDS SERVICES
P.O. Box 8411                                522 Fifth Avenue
Boston, MA 02266-8411                        New York, NY 10036
Attention: J.P. Morgan Funds Services        1-800-521-5411

                                             REPRESENTATIVES ARE AVAILABLE 8:00
                                             A.M. TO 5:00 P.M. EASTERN TIME ON
                                             FUND BUSINESS DAYS.


                                                              YOUR INVESTMENT  7

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

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

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

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

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

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

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

TAX CONSIDERATIONS
 

In general, selling shares, exchanging shares, and receiving distributions
(whether reinvested or taken in cash) are all taxable events. These transactions
typically create the following tax liabilities for taxable accounts:
 
- --------------------------------------------------------------------------------
TRANSACTION                             TAX STATUS
- --------------------------------------------------------------------------------
Income dividends                        Exempt from federal, state, and
                                        New York City personal income
                                        taxes for New York residents
                                        only
- --------------------------------------------------------------------------------
Short-term capital gains                Ordinary income
distributions
- --------------------------------------------------------------------------------
Long-term capital gains                 Capital gains
distributions
- --------------------------------------------------------------------------------
Sales or exchanges of                   Capital gains or
shares owned for more                   losses
than one year
- --------------------------------------------------------------------------------
Sales or exchanges of                   Gains are treated as ordinary
shares owned for one year               income; losses are subject
or less                                 to special rules
- --------------------------------------------------------------------------------


Because long-term capital gains distributions are taxable as capital gains
regardless of how long you have owned your shares, you may want to avoid making
a substantial investment when the fund is about to declare a long-term capital
gains distribution.
 

A portion of the fund's returns may be subject to federal, state, or local tax,
or the alternative minimum tax.
 
Every January, the fund issues tax information on its distributions for the
previous year.

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

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

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

8  YOUR INVESTMENT

<PAGE>

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

MASTER/FEEDER STRUCTURE

As noted earlier, the fund is a "feeder" fund that invests in a master
portfolio. (Except where indicated, this prospectus uses the term "the fund" to
mean the feeder fund and its master portfolio taken together.)
 

The master portfolio accepts investments from other feeder funds, and the
feeders bear the master portfolio's expenses in proportion to their assets.
However, each feeder can set its own transaction minimums, fund-specific
expenses, and other conditions. This means that one feeder could offer access to
the same master portfolio on more attractive terms, or could experience better
performance, than another feeder. Information about other feeders is available
by calling 1-800-521-5411. Generally, when the master portfolio seeks a vote,
the fund will hold a shareholder meeting and cast its vote proportionately, as
instructed by its shareholders. Fund shareholders are entitled to one vote per
fund share.
 
The fund and its master portfolio expect to maintain consistent goals, but if
they do not, the fund will withdraw from the master portfolio, receiving its
assets either in cash or securities. The fund's trustees would then consider
whether the fund should hire its own investment adviser, invest in a different
master portfolio, or take other action.

MANAGEMENT AND ADMINISTRATION

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

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

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

SHAREHOLDER SERVICES                    0.25% of the fund's average
                                        net assets
- --------------------------------------------------------------------------------
 
J.P. Morgan may pay fees to certain firms and professionals for providing
recordkeeping or other services in connection with investments in the fund.

YEAR 2000
 
     Fund  operations  and  shareholders  could  be  adversely  affected  if the
computer  systems used by J.P.  Morgan,  the fund's other service  providers and
other entities with computer systems linked to the fund, do not properly process
and calculate January 1, 2000 and after date-related information. J.P. Morgan is
working to avoid these  problems  and to obtain  assurances  from other  service
providers that they are taking similar  steps.  However,  it is not certain that
these  actions  will  be  sufficient  to  prevent  January  1,  2000  and  after
date-related problems from adversely impacting fund operations and shareholders.
 
                                                                 FUND DETAILS  9


<PAGE>

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

This table discusses the main elements that make up the fund's overall risk and
reward characteristics (described on page 2). It also outlines the fund's
policies toward various securities, including those that are designed to help
the fund manage risk.
 


<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
 POTENTIAL RISKS                             POTENTIAL REWARDS                           POLICIES TO BALANCE RISK AND REWARD
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                                         <C>
 
 MARKET CONDITIONS
 -    The fund's share price, yield, and     -    Bonds have generally outperformed      -    Under normal circumstances the fund
      total return will fluctuate in              money market investments over the           plans to remain fully invested in
      response to bond market movements           long term, with less risk than stocks       bonds and other fixed income
                                                                                              securities as noted in the table on
 -    The value of most bonds will fall      -    Most bonds will rise in value when          page 12
      when interest rates rise; the longer        interest rates fall
      a bond's maturity and the lower its                                                -    The fund seeks to limit risk and
      credit quality, the more its value     -    Asset-backed securities can offer           enhance total return or yields
      typically falls                             attractive returns                          through careful management, sector
                                                                                              allocation, individual securities
 -    Adverse market conditions may from                                                      selection, and duration management
      time to time cause the fund to take
      temporary defensive positions that                                                 -    During severe market downturns, the
      are inconsistent with its principal                                                     fund has the option of investing up
      investment strategies and may hinder                                                    to 100% of assets in investment-grade
      the fund from acheiving its                                                             short-term securities
      investment objective
                                                                                         -    J.P. Morgan monitors interest rate
 -    Asset-backed securities (securities                                                     trends, as well as geographic and
      representing an interest in, or                                                         demographic information related to
      secured by, a pool of assets such as                                                    asset-backed securities and
      receivables) could generate capital                                                     prepayments
      losses or periods of low yields if
      they are paid off substantially
      earlier or later than anticipated
- -----------------------------------------------------------------------------------------------------------------------------------
 MANAGEMENT CHOICES
 -    The fund could underperform its        -    The fund could outperform its          -    J.P. Morgan focuses its active
      benchmark due to its sector,                benchmark due to these same choices         management on those areas where it
      securities, or duration choices                                                         believes its commitment to research
                                                                                              can most enhance returns and manage
                                                                                              risks in a consistent way
- -----------------------------------------------------------------------------------------------------------------------------------
 CREDIT QUALITY
 -    The default of an issuer would leave   -    Investment-grade bonds have a lower    -    The fund maintains its own policies
      the fund with unpaid interest or            risk of default                             for balancing credit quality against
      principal                                                                               potential yields and gains in light
                                             -    Junk bonds offer higher yields and          of its investment goals
 -    Junk bonds (those rated BB/Ba or            higher potential gains
      lower) have a higher risk of default,                                              -    J.P. Morgan develops its own ratings
      tend to be less liquid, and may be                                                      of unrated securities and makes a
      more difficult to value                                                                 credit quality determination for
                                                                                              unrated securities
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
 

10  FUND DETAILS


<PAGE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
POTENTIAL  RISKS                             POTENTIAL REWARDS                           POLICIES TO BALANCE RISK AND REWARD
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                                         <C>
ILLIQUID HOLDINGS
 -    The fund could have difficulty         -    These holdings may offer more          -    The fund may not invest more than 15%
      valuing these holdings precisely            attractive yields or potential growth       of net assets in illiquid holdings
                                                  than comparable widely traded
 -    The fund could be unable to sell            securities                             -    To maintain adequate liquidity to
      these holdings at the time or price                                                     meet redemptions, the fund may hold
      desired                                                                                 investment-grade short-term
                                                                                              securities (including repurchase
                                                                                              agreements) and, for temporary or
                                                                                              extraordinary purposes, may borrow
                                                                                              from banks up to 33 1/3% of the value
                                                                                              of its assets
- -----------------------------------------------------------------------------------------------------------------------------------
WHEN-ISSUED AND DELAYED DELIVERY
SECURITIES
 -    When the fund buys securities before   -    The fund can take advantage of         -    The fund uses segregated accounts to
      issue or for delayed delivery, it           attractive transaction opportunities        offset leverage risk
      could be exposed to leverage risk if
      it does not use segregated accounts
- -----------------------------------------------------------------------------------------------------------------------------------
SHORT-TERM TRADING
 -    Increased trading would raise the      -    The fund could realize gains in a      -    The fund anticipates a portfolio
      fund's transaction costs                    short period of time                        turnover rate of approximately 75%

 -    Increased short-term capital gains     -    The fund could protect against losses  -    The fund generally avoids short-term
      distributions would raise                   if a bond is overvalued and its value       trading, except to take advantage of
      shareholders' income tax liability          later falls                                 attractive or unexpected
                                                                                              opportunities or to meet demands
                                                                                              generated by shareholder activity
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The fund is also permitted to enter into futures and options transactions,
however, these transactions result in taxable gains or losses so it is expected
that the fund will utilize them infrequently.


                                                                FUND DETAILS  11


<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
INVESTMENTS
- ------------------------------------------------------------------------------------------------------------------------------------
 This table discusses the customary types of securities which can
 be held by the fund. In each case the principal types of risk are
 listed (see below for definitions).

                                                                    /X/ Permitted
                                                                    / / Permitted, but not typically used


                                                                    PRINCIPAL TYPES OF RISK                        NEW YORK TOTAL
                                                                                                                   RETURN BOND FUND
- ------------------------------------------------------------------------------------------------------------------------------------
 

<S>                                                                 <C>                                            <C>
 ASSET-BACKED SECURITIES  Interests in a stream of payments from    credit, interest rate, market, prepayment             / /
 specific assets, such as auto or credit card receivables.
 
- ------------------------------------------------------------------------------------------------------------------------------------
 BANK OBLIGATIONS  Negotiable certificates of deposit, time         credit, liquidity                                     / /
 deposits and bankers' acceptances.
- ------------------------------------------------------------------------------------------------------------------------------------
 

 COMMERCIAL PAPER  Unsecured short term debt issued by banks or     credit, interest rate, liquidity, market              /X/
 corporations. These securities are usually discounted and are
 rated by S&P or Moody's.
 
- ------------------------------------------------------------------------------------------------------------------------------------
 PRIVATE PLACEMENTS  Bonds or other investments that are sold       credit, interest rate, liquidity, market,             /X/
 directly to an institutional investor.                             valuation
- ------------------------------------------------------------------------------------------------------------------------------------
 

 REPURCHASE AGREEMENTS  Contracts whereby the seller of a security  credit                                                / /
 agreesto repurchase the same security from the buyer on a
 particular date and at a specific price.
 
- ------------------------------------------------------------------------------------------------------------------------------------
 SYNTHETIC VARIABLE RATE INSTRUMENTS  Debt instruments whereby the  credit, interest rate, leverage,                      /X/
 issuer agrees to exchange one security for another in order to     liquidity,market
 change the maturity or quality of a security in the fund.
- ------------------------------------------------------------------------------------------------------------------------------------
 TAX EXEMPT MUNICIPAL SECURITIES  Securities, generally issued as   credit, interest rate, market, natural event,         /X/(1)
 general obligation and revenue bonds, whose interest is exempt     political
 from federal taxation and state and/or local taxes in the state
 where the securities were issued.
- ------------------------------------------------------------------------------------------------------------------------------------
 U.S. GOVERNMENT SECURITIES  Debt instruments (Treasury bills,      interest rate                                         /X/
 notes, and bonds) guaranteed by the U.S. government for the
 timely payment of principal  and interest.
- ------------------------------------------------------------------------------------------------------------------------------------
 ZERO COUPON, PAY-IN-KIND, AND DEFERRED PAYMENT SECURITIES          credit, interest rate, liquidity, market,             /X/
 Securities  offering non-cash or delayed-cash payment. Their       valuation
 prices are typically more volatile than those of some other debt
 instruments and involve certain special tax considerations.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


RISK RELATED TO CERTAIN SECURITIES HELD BY J.P. MORGAN NEW YORK TOTAL RETURN
BOND FUND:

 

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

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

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

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

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

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

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

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

VALUATION RISK  The risk the estimated value of a security does not match the
actual amount that can be realized if the security is sold.
 
(1)  At least 65% of assets must be in New York municipal securities.


12  FUND DETAILS


<PAGE>

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

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

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

 

PER-SHARE DATA      For fiscal periods ended March 31
- --------------------------------------------------------------------------------------------------------
                                                           1995(1)       1996        1997        1998
<S>                                                        <C>         <C>         <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD ($)                    10.00       10.11       10.34       10.28
- --------------------------------------------------------------------------------------------------------
Income from investment operations:
     Net investment income ($)                               0.40        0.46        0.46        0.46
     Net realized and unrealized gain (loss)
     on investment ($)                                       0.11        0.26       (0.03)       0.40
- --------------------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS ($)                         0.51        0.72        0.43        0.86
- --------------------------------------------------------------------------------------------------------
Distributions to shareholders from:
     Net investment income ($)                              (0.40)      (0.46)      (0.46)      (0.46)
     Net realized gain ($)                                     --       (0.03)      (0.03)      (0.06)
- --------------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS ($)                                     (0.40)      (0.49)      (0.49)      (0.52)
- --------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD ($)                          10.11       10.34       10.28       10.62
- --------------------------------------------------------------------------------------------------------
TOTAL RETURN (%)                                             5.26(2)     7.16        4.19        8.49
- --------------------------------------------------------------------------------------------------------

RATIOS AND SUPPLEMENTAL DATA
- --------------------------------------------------------------------------------------------------------
NET ASSETS, END OF PERIOD ($ thousands)                    38,137      50,523      56,198      85,161
- --------------------------------------------------------------------------------------------------------
RATIO TO AVERAGE NET ASSETS:
EXPENSES (%)                                                 0.75(3)     0.75        0.75        0.71
- --------------------------------------------------------------------------------------------------------
NET INVESTMENT INCOME (%)                                    4.31(3)     4.43        4.44        4.33
- --------------------------------------------------------------------------------------------------------
DECREASE REFLECTED IN EXPENSE RATIO DUE TO
EXPENSE REIMBURSEMENT (%)                                    0.22(3)     0.04        0.06        0.06
- --------------------------------------------------------------------------------------------------------
</TABLE>
 
(1)  The fund commenced operations on 4/11/94.
(2)  Not annualized.
(3)  Annualized.

                                                                FUND DETAILS  13


<PAGE>

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

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

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

STATEMENT OF ADDITIONAL INFORMATION (SAI)  Provides a fuller technical and legal
description of the fund's policies, investment restrictions, and business
structure. This prospectus incorporates the fund's SAI by reference.
 

Copies of the current versions of these documents, along with other information
about the fund, may be obtained by contacting:
 
J.P. MORGAN NEW YORK TOTAL RETURN BOND FUND
J.P. Morgan Funds Services
522 Fifth Avenue
New York, NY 10036

TELEPHONE:  1-800-521-5411

HEARING IMPAIRED:  1-888-468-4015

EMAIL:  [email protected]
 

Text-only versions of these documents and this prospectus are available, upon
payment of a duplicating fee, from the Public Reference Room of the Securities
and Exchange Commission in Washington, D.C. (1-800-SEC-0330) and may be viewed
on-screen or downloaded from the SEC's Internet site at http://www.sec.gov. The
fund's investment company and 1933 Act registration numbers are 811-07340 and
033-54632.
 

J.P. MORGAN FUNDS AND THE MORGAN TRADITION

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


JP MORGAN
- --------------------------------------------------------------------------------
J.P. MORGAN FUNDS

ADVISOR                                           DISTRIBUTOR
Morgan Guaranty Trust Company of New York         Funds Distributor, Inc.
522 Fifth Avenue                                  60 State Street
New York, NY 10036                                Boston, MA 02109
1-800-521-5411                                    1-800-221-7930

<PAGE>


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