JP MORGAN FUNDS, 497, 1998-10-02

JP MORGAN FUNDS
497, 1998-10-02

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<PAGE>

MARCH 31, 1998 AS REVISED OCTOBER 1, 1998 PROSPECTUS
- --------------------------------------------------------------------------------
J.P. MORGAN INTERNATIONAL EQUITY FUNDS

International Equity Fund

European Equity Fund

International Opportunities Fund

Emerging Markets Equity Fund

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

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

Shares in these funds are not bank deposits and are not guaranteed or insured by
any bank, government entity, or the FDIC.

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. JPMORGAN

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

<PAGE>

CONTENTS
- --------------------------------------------------------------------------------
3
- --

Principles and techniques common
to the funds in this prospectus

INTERNATIONAL EQUITY MANAGEMENT APPROACH

International equity investment process. . . . . . . . . . . . . . . . . . 3

4
- --

Each fund's goal, investment approach, risks, expenses, performance, and
financial highlights

J.P. MORGAN INTERNATIONAL EQUITY FUNDS

J.P. Morgan International Equity Fund. . . . . . . . . . . . . . . . . . . 4
J.P. Morgan European Equity Fund . . . . . . . . . . . . . . . . . . . . . 6
J.P. Morgan International Opportunities Fund . . . . . . . . . . . . . . . 8
J.P. Morgan Emerging Markets Equity Fund . . . . . . . . . . . . . . . . . 10

12
- --

Investing in the J.P. Morgan
International Equity Funds

YOUR INVESTMENT

Investing through a financial professional . . . . . . . . . . . . . . . . 12
Investing through an employer-sponsored retirement plan. . . . . . . . . . 12
Investing through an IRA or rollover IRA . . . . . . . . . . . . . . . . . 12
Investing directly . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Opening your account . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Adding to your account . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Selling shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Account and transaction policies . . . . . . . . . . . . . . . . . . . . . 13
Dividends and distributions. . . . . . . . . . . . . . . . . . . . . . . . 14
Tax considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

15
- --

More about risk and the funds'
business operations

FUND DETAILS

Master/Feeder structure. . . . . . . . . . . . . . . . . . . . . . . . . . 15
Management and administration. . . . . . . . . . . . . . . . . . . . . . . 15
Risk and reward elements . . . . . . . . . . . . . . . . . . . . . . . . . 16

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

<PAGE>

INTRODUCTION
- --------------------------------------------------------------------------------

J.P. MORGAN INTERNATIONAL EQUITY FUNDS

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

WHO MAY WANT TO INVEST

The funds are designed for investors who:

- - are pursuing a long-term goal

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

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

The funds are NOT designed for investors who:

- - are uncomfortable with the risks of international investing

- - are looking for a less aggressive stock investment

- - require regular income or stability of principal

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

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 $275 billion in assets under management,
including assets managed by the funds' advisor, J.P. Morgan Investment
Management Inc.

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

Investors considering these funds should understand that:

- - The value of each fund's shares will fluctuate over time. You could lose
money if you sell when a fund's share price is lower than when you
invested.

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

- - Future returns will not necessarily resemble past performance.

- - Foreign stocks are generally riskier than their domestic counterparts. You
should be prepared to ride out periods of underperformance.

- - These funds do not represent complete investment programs.

<PAGE>

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

The J.P. Morgan international equity funds invest primarily in stocks of
companies outside the U.S.

While each fund follows its own strategy, the funds as a group share a single
investment philosophy. This philosophy, developed by the funds' advisor, focuses
on allocating assets by country (where relevant), selecting stocks and managing
currency exposure. The funds largely avoid using sector or market-timing
strategies. Under normal market conditions, each fund will remain fully
invested.

INTERNATIONAL EQUITY INVESTMENT PROCESS

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

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

[GRAPHIC]
J.P. Morgan uses top-down analysis (where relevant) in determining
which countries to emphasize
- -----------------------------------

COUNTRY ALLOCATION J.P. Morgan takes an in-depth look at the relative valuations
and economic prospects of different countries, ranking the attractiveness of
their markets. Using these rankings, a team of strategists establishes a country
allocation for each fund. Country allocation may vary either significantly or
moderately from the benchmark, depending on the fund.

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

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

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

- - potential reward compared to potential risk

- - temporary mispricings caused by market overreactions

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

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

INTERNATIONAL EQUITY MANAGEMENT APPROACH 3

<PAGE>

J.P. MORGAN INTERNATIONAL
EQUITY FUND TICKER SYMBOL: PPIEX
- --------------------------------------------------------------------------------
REGISTRANT: J.P. MORGAN FUNDS
(J.P. MORGAN INTERNATIONAL EQUITY FUND)

[GRAPHIC]
GOAL

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

[GRAPHIC]
INVESTMENT APPROACH

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

The fund's industry weightings generally approximate those of the EAFE Index,
although it does not seek to mirror the index in its choice of individual
securities, and may overweight or underweight countries relative to the EAFE
Index. In choosing stocks, the fund emphasizes those that are ranked as
undervalued according to J.P. Morgan's proprietary research, while
underweighting or avoiding those that appear overvalued. The fund makes its
currency management decisions as described on pages 3 and 16.

[GRAPHIC]
POTENTIAL RISKS AND REWARDS

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

In general, international investing involves higher risks than investing in U.S.
markets but offers attractive potential rewards and opportunities for
diversification. Foreign markets tend to be more volatile than those of the
U.S., and changes in currency exchange rates could reduce or increase market
performance. To the extent that the fund hedges its currency exposure into the
U.S. dollar, it may reduce the effects of currency fluctuations which could
protect the fund from losses but could also reduce opportunities for gains. The
fund may also hedge from one foreign currency to another which could result in
gains or losses.

By emphasizing undervalued stocks, the fund has the potential to outperform the
EAFE Index. At the same time, the fund seeks to limit its volatility to that of
the index.

The fund's investments and their main risks, as well as fund strategies, are
described in more detail on page 16.

PORTFOLIO MANAGEMENT

The fund's assets are managed by J.P. Morgan, which currently manages over $275
billion, including approximately $8 billion using international equity
strategies.

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

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

The current expenses you should expect to pay as an investor in the fund are
shown at right. The fund has no sales, redemption, exchange, or account fees,
although some institutions may charge you a fee for shares you buy through them.
The annual fund expenses shown are deducted from fund assets prior to
performance calculations.

Footnotes for this section are shown on next page.

ANNUAL FUND OPERATING EXPENSES(1) (%)

Management fees (actual) 0.60

Marketing (12b-1) fees none

Other expenses 0.52
- --------------------------------------------------
TOTAL OPERATING EXPENSES 1.12
- --------------------------------------------------

EXPENSE EXAMPLE

The example below uses the same assumptions as other fund prospectuses: $1,000
initial investment, 5% annual total return, expenses unchanged, all shares sold
at the end of each time period. The example is for comparison only; the fund's
actual return and expenses will be different.
- --------------------------------------------------------------------------------
1 yr. 3 yrs. 5 yrs. 10 yrs.
YOUR COST($) 11 36 62 136
- --------------------------------------------------------------------------------

4 J.P. MORGAN INTERNATIONAL EQUITY FUND

<PAGE>

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

AVERAGE ANNUAL TOTAL RETURN (%) Shows performance over time, for periods ended
December 31, 1997
- --------------------------------------------------------------------------------------------------------------------------
1 yr. 5 yrs.(2) Since Inception(2)
<S> <C> <C> <C>
J.P. MORGAN INTERNATIONAL EQUITY FUND (after expenses) 1.17 9.17 4.42
- --------------------------------------------------------------------------------------------------------------------------
EAFE INDEX(3) (no expenses) 1.78 11.39 5.09
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

YEAR-BY-YEAR TOTAL RETURN (%) Shows changes in returns by calendar year
- --------------------------------------------------------------------------------------------------------------------------
1991 1992 1993 1994 1995 1996 1997
<S> <C> <C> <C> <C> <C> <C> <C>
J.P. MORGAN INTERNATIONAL EQUITY FUND 10.58 (10.77) 24.37 5.65 7.59 8.41 1.17

EAFE Index(3) 12.13 (12.17) 32.56 7.78 11.21 6.05 1.78
- --------------------------------------------------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
PER-SHARE DATA For fiscal periods ended October 31
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
1990(4) 1991(4) 1992(4) 1993 1994 1995 1996 1997
<S> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD ($) 10.00 9.33 9.69 8.58 11.15 11.50 10.68 11.38
- --------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income ($) 0.05 0.11 0.04 0.01 0.05 0.09 0.12 0.15
Net realized and unrealized gain (loss)
on investment and foreign currency ($) (0.72) 0.42 (1.11) 2.64 0.57 (0.42) 1.16 0.23
- --------------------------------------------------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS ($) (0.67) 0.53 (1.07) 2.65 0.62 (0.33) 1.28 0.38
- --------------------------------------------------------------------------------------------------------------------------
Less distributions to shareholders from:
Net investment income ($) -- (0.05) (0.04) (0.08) (0.04) -- (0.24) (0.25)
Net realized gain ($) -- (0.12) -- -- (0.23) (0.49) (0.34) (0.54)
- --------------------------------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS ($) -- (0.17) (0.04) (0.08) (0.27) (0.49) (0.58) (0.79)
- --------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD ($) 9.33 9.69 8.58 11.15 11.50 10.68 11.38 10.97
- --------------------------------------------------------------------------------------------------------------------------
RATIOS AND SUPPLEMENTAL DATA
- --------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN (%) (6.70) 5.89 (11.08) 31.18 5.73 (2.71) 12.31 3.46
- --------------------------------------------------------------------------------------------------------------------------
NET ASSETS, END OF PERIOD ($ thousands) 19,358 27,426 41,484 182,822 210,435 185,541 200,720 146,659
- --------------------------------------------------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS:
EXPENSES (%) 1.36(5) 1.38 1.38 1.38 1.38 1.28 1.14 1.12
---------------------------------------------------------------------------------------------------------------------
NET INVESTMENT INCOME (%) 1.49(5) 1.34 1.03 0.79 0.46 0.80 1.00 1.11
---------------------------------------------------------------------------------------------------------------------
DECREASE REFLECTED IN EXPENSE RATIO DUE
TO EXPENSE REIMBURSEMENT (%) 1.52 0.66 0.45 0.13 0.07 0.00(6) -- --

- --------------------------------------------------------------------------------------------------------------------------
PORTFOLIO TURNOVER (%) 0.00 18.84 30.12 34.15(7) -- -- -- --
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
The Financial Highlights above have been audited by PricewaterhouseCoopers
LLP, the fund's independent accountants.

(1) The fund has a master/feeder structure as described on page 15. 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.

(2) The fund commenced operations on 6/1/90 and performance is calculated as of
6/30/90. This data is based on historical earnings and is not intended to
indicate future performance.

(3) The EAFE Index is an unmanaged index used to track the average performance
of over 900 securities listed on the stock exchanges of countries in
Europe, Australasia and the Far East.

(4) Financial highlights were audited by Ernst & Young LLP for the fiscal
periods ended October 31, 1990, 1991 and 1992 and by PricewaterhouseCoopers
LLP thereafter.

(5) Annualized.

(6) Less than 0.01%.

(7) Portfolio turnover reflects the period 11/1/92 through 10/3/93 and has not
been annualized. On 10/3/93, the fund's predecessor contributed all of its
investable assets to the master portfolio.

J.P. MORGAN INTERNATIONAL EQUITY FUND 5

<PAGE>

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

[GRAPHIC]

GOAL

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

[GRAPHIC]

INVESTMENT APPROACH

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

The fund focuses on stock picking, emphasizing those stocks that are ranked as
undervalued according to J.P. Morgan's proprietary research, while
underweighting or avoiding those that appear overvalued. The fund generally
keeps its industry weightings similar to those of the MSCI Europe Index,
although it does not seek to mirror the index in its choice of individual
securities. The fund makes its country allocation and currency management
decisions as described on pages 3 and 16.

[GRAPHIC]

POTENTIAL RISKS AND REWARDS

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

By emphasizing undervalued stocks, the fund has the potential to outperform the
MSCI Europe Index. At the same time, the fund seeks to limit its volatility to
that of the index.

The fund's investments and their main risks, as well as fund strategies, are
described in more detail on page 16.

PORTFOLIO MANAGEMENT

The fund's assets are managed by J.P. Morgan, which currently manages over $275
billion, including more than $5 billion using the same strategy as this fund.

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

INVESTOR EXPENSES

Footnotes for this section are shown on next page.

- --------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES(1) (%)
- --------------------------------------------------------------------------------
Management fees (actual) 0.65

Marketing (12b-1) fees none

Other expenses(2)
(after reimbursement) 0.77
- --------------------------------------------------------------------------------
TOTAL OPERATING EXPENSES(2)
(AFTER REIMBURSEMENT) 1.42
- --------------------------------------------------------------------------------

EXPENSE EXAMPLE

- --------------------------------------------------------------------------------
1 yr. 3 yrs. 5 yrs. 10 yrs.
YOUR COST($) 14 45 78 170
- --------------------------------------------------------------------------------

6 J.P. Morgan European Equity Fund

<PAGE>

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

AVERAGE ANNUAL TOTAL RETURN (%) Shows performance
over time, for periods ended December 31,
1997
- --------------------------------------------------------------------------------
1 yr. Since Inception(3)
J.P. MORGAN EUROPEAN EQUITY FUND (after expenses) 22.10 21.70
- --------------------------------------------------------------------------------
MSCI EUROPE INDEX(4) (no expenses) 23.80 22.98
- --------------------------------------------------------------------------------

TOTAL RETURN (%) Shows changes in returns by calendar year
- --------------------------------------------------------------------------------

1997
J.P. MORGAN EUROPEAN EQUITY FUND 22.10
MSCI Europe Index(4) 23.80

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

PER-SHARE DATA For fiscal periods ended December 31
- --------------------------------------------------------------------------------
1996 1997
NET ASSET VALUE, BEGINNING OF PERIOD ($) 10.00 11.61
- --------------------------------------------------------------------------------
Income from investment operations:
Net investment income ($) 0.01 0.10
Net realized and unrealized gain
on investment and foreign currency ($) 1.60 2.45
- --------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS ($) 1.61 2.55
- --------------------------------------------------------------------------------
Less distributions to shareholders from:
Net investment income ($) -- (0.07)
Net realized gains ($) 0.00(5) (0.74)
- --------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS ($) 0.00(5) (0.81)
- --------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD ($) 11.61 13.35
- --------------------------------------------------------------------------------
RATIOS AND SUPPLEMENTAL DATA
- --------------------------------------------------------------------------------
TOTAL RETURN (%) 16.10(6) 22.10
- --------------------------------------------------------------------------------
NET ASSETS, END OF PERIOD ($ thousands) 2,072 4,832
- --------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS:
EXPENSES (%) 1.42(7) 1.42
- --------------------------------------------------------------------------------
NET INVESTMENT INCOME (%) 0.29(7) 0.91
- --------------------------------------------------------------------------------
DECREASE REFLECTED IN EXPENSE RATIO DUE
TO EXPENSE REIMBURSEMENT (%) 1.08(8) 2.36
- --------------------------------------------------------------------------------

The Financial Highlights above have been audited by PricewaterhouseCoopers LLP,
the fund's independent accountants.

(1) The fund has a master/feeder structure as described on page 15. 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 and reflecting reimbursement for ordinary expenses over 1.42%.

(2) Without reimbursement, other expenses and total operating expenses would
have been 3.13% and 3.78%, respectively. There is no guarantee that
reimbursement will continue beyond 4/30/99.

(3) The fund commenced operations on 5/13/96. Except in Financial Highlights
returns reflect performance of the J.P. Morgan Institutional European
Equity Fund (a separate feeder fund investing in the same master portfolio)
from 2/29/96 through 5/12/96. These returns 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 periods.
This data is based on historical earnings and is not intended to indicate
future performance.

(4) The MSCI Europe Index is an unmanaged index comprised of more than 600
companies in 14 European countries.

(5) Less than 0.01.

(6) Not annualized.

(7) Annualized.

(8) After consideration of then applicable state limitations.

J.P. MORGAN EUROPEAN EQUITY FUND 7

<PAGE>

J.P. MORGAN INTERNATIONAL OPPORTUNITIES FUND TICKER SYMBOL: PPIOX
- --------------------------------------------------------------------------------
REGISTRANT: J.P. MORGAN FUNDS
(J.P. MORGAN INTERNATIONAL
OPPORTUNITIES FUND)

[GRAPHIC]

GOAL

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

[GRAPHIC]

INVESTMENT APPROACH

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

The fund focuses on stock picking, emphasizing those stocks that are ranked as
undervalued according to J.P. Morgan's proprietary research, while
underweighting or avoiding those that appear overvalued. While the fund
generally follows the process described on page 3, and its country allocations
and sector weightings may differ significantly from those of the MSCI All
Country World Index Free (ex-U.S.), which is the fund's benchmark. The fund
makes its currency management decisions as described on pages 3 and 16.

[GRAPHIC]

POTENTIAL RISKS AND REWARDS

In general, international investing involves higher risks than investing in U.S.
markets but offers attractive potential rewards and opportunities for
diversification. Foreign markets tend to be more volatile than those of the
U.S., and changes in currency exchange rates could reduce or increase market
performance. These risks are higher in emerging markets. To the extent that the
fund hedges its currency exposure into the U.S. dollar, it may reduce the
effects of currency fluctuations which could protect the fund from losses but
could also reduce opportunities for gains. The fund may also hedge from one
foreign currency to another which could result in gains or losses. However, the
fund does not typically use this strategy for its emerging markets currency
exposure.

The fund's investments and their main risks, as well as fund strategies, are
described in more detail on page 16.

PORTFOLIO MANAGEMENT

The fund's assets are managed by J.P. Morgan, which currently manages over $275
billion, including approximately $8 billion using international equity
strategies.

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

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

Footnotes for this section are shown on next page

- --------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES(1)(%)
- --------------------------------------------------------------------------------
Management fees (actual) 0.60

Marketing (12b-1) fees none

Other expenses(2)
(after reimbursement) 0.60
- --------------------------------------------------------------------------------
TOTAL OPERATING EXPENSES(2)
(AFTER REIMBURSEMENT) 1.20
- --------------------------------------------------------------------------------

EXPENSE EXAMPLE

- --------------------------------------------------------------------------------
1 yr. 3 yrs. 5 yrs. 10 yrs.
YOUR COST($) 12 38 66 145
- --------------------------------------------------------------------------------

8 J.P. Morgan International Opportunities Fund

<PAGE>

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

AVERAGE ANNUAL TOTAL RETURN (%) Shows performance
over time, for period ended December 31, 1997
- --------------------------------------------------------------------------------
Since inception(3)
J.P. MORGAN INTERNATIONAL OPPORTUNITIES FUND (after expenses) 1.91
- --------------------------------------------------------------------------------
MSCI ALL COUNTRY WORLD EX-U.S. INDEX(4) (no expenses) 1.62
- --------------------------------------------------------------------------------

TOTAL RETURN (%) Shows changes in returns for period ended
December 31, 1997 Since inception(3)
- --------------------------------------------------------------------------------
J.P. MORGAN INTERNATIONAL OPPORTUNITIES FUND 1.91

MSCI All Country World ex-U.S. Index(4) 1.62
- --------------------------------------------------------------------------------

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

PER-SHARE DATA For fiscal period ended November 30
- --------------------------------------------------------------------------------
1997
NET ASSET VALUE, BEGINNING OF PERIOD ($) 10.00
- --------------------------------------------------------------------------------
Income from investment operations:
Net investment income ($) 0.06
Net realized and unrealized loss
on investment and foreign currency ($) (0.14)
- --------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS ($) (0.08)
- --------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD ($) 9.92
- --------------------------------------------------------------------------------

RATIOS AND SUPPLEMENTAL DATA
- --------------------------------------------------------------------------------
TOTAL RETURN (%) (0.80)(5)
- --------------------------------------------------------------------------------
NET ASSETS, END OF PERIOD ($ thousands) 62,939
- --------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS:
EXPENSES (%) 1.20(6)
- --------------------------------------------------------------------------------
NET INVESTMENT INCOME (%) 1.08(6)
- --------------------------------------------------------------------------------
DECREASE REFLECTED IN EXPENSE RATIO DUE
TO EXPENSE REIMBURSEMENT (%) 0.31(6)
- --------------------------------------------------------------------------------

The Financial Highlights above have been audited by PricewaterhouseCoopers LLP,
the fund's independent accountants.

(1) The fund has a master/feeder structure as described on page 15. This table
shows the fund's expenses and its share of master portfolio expenses for
the past fiscal period, expressed as a percentage of the fund's average net
assets after reimbursement for ordinary expenses over 1.20%.

(2) Without reimbursement other expenses and total operating expenses would
have been 0.91% and 1.51% respectively. There is no guarantee that
reimbursement will continue beyond 3/30/99.

(3) The fund commenced operations on 2/26/97 and performance is calculated as
of 2/28/97. This data is based on historical earnings and is not intended
to indicate future performance.

(4) The MSCI All Country World ex-U.S. Index an unmanaged index that measures
developed and emerging foreign stock market performance was the fund's
benchmark during the periods shown. (Effective 1998 the benchmark is the
MSCI All Country World Index Free (ex-U.S.)).

(5) Not annualized.

(6) Annualized.

J.P. MORGAN INTERNATIONAL OPPORTUNITIES FUND 9

<PAGE>

J.P. MORGAN EMERGING MARKETS EQUITY FUND TICKER SYMBOL: PPEEX
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Registrant: J.P. MORGAN FUNDS
(J.P. MORGAN EMERGING MARKETS
EQUITY FUND)

[GRAPHIC]

GOAL

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

[GRAPHIC]

INVESTMENT APPROACH

The fund invests primarily in equity securities from countries whose economies
or stock markets are less developed. This designation currently includes most
countries in the world except Australia, Canada, Japan, New Zealand, the United
Kingdom, the U.S., and most of the countries of western Europe.

The fund makes its country allocation decisions as described on page 3 and may
overweight or underweight countries relative to its benchmark, the Morgan
Stanley Capital International (MSCI) Emerging Markets Free Index. The fund
emphasizes stocks that are ranked as undervalued, while underweighting or
avoiding stocks that appear overvalued. The fund typically maintains full
currency exposure to those markets in which it invests. However, the fund may
from time to time hedge a portion of its foreign currency exposure into the U.S.
dollar.

POTENTIAL RISKS AND REWARDS

In general, international investing involves higher risks than investing in U.S.
markets but offers attractive potential rewards and opportunities for
diversification. Because emerging markets carry higher risks than developed
markets, the fund's performance is likely to be more volatile than that of many
other international equity funds. To the extent that the fund hedges its
currency exposure into the U.S. dollar, it may reduce the effects of currency
fluctuations which could protect the fund from losses but could also reduce
opportunities for gains.

By emphasizing undervalued stocks, the fund has the potential to produce returns
that exceed those of the fund's benchmark. At the same time, the fund seeks to
limit its volatility to that of the benchmark. The fund's investments and their
main risks, as well as fund strategies, are described in more detail on page 16.

PORTFOLIO MANAGEMENT

The fund's assets are managed by J.P. Morgan, which currently manages over $275
billion, including more than $2 billion using the same strategy as this fund.

The management team is led by Douglas Dooley, managing director, who has been at
J.P. Morgan since 1979, Satyen Mehta, vice president, who has been at J.P.
Morgan since 1984, both of whom have been on the team since the fund's inception
and by Leigh Wasson, vice president, who has been at J.P. Morgan since 1987. Ms.
Wasson joined the team in March of 1997.

INVESTOR EXPENSES

Footnotes for this section are shown on next page.

Marketing (12b-1) fees none

Other expenses(2)
(after reimbursement) 0.74
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TOTAL OPERATING EXPENSES(2)
(AFTER REIMBURSEMENT) 1.74
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EXPENSE EXAMPLE

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1 yr. 3 yrs. 5 yrs. 10 yrs.
YOUR COST($) 18 55 94 205
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10 J.P. Morgan Emerging MArkets Equity Fund

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PERFORMANCE (UNAUDITED)

AVERAGE ANNUAL TOTAL RETURN (%) Shows performance
over time, for periods ended December 31,
1997

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1 yr. 3 yrs. Since Inception(2)
J.P. MORGAN EMERGING MARKETS EQUITY
FUND (after expenses) (7.63) (3.39) (1.05)
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MSCI EMERGING MARKETS FREE INDEX(3)
(no expenses) (11.56) (5.62) (0.07)
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YEAR-BY-YEAR TOTAL RETURN (%) Shows changes in returns by calendar year
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1994 1995 1996 1997
/ / J.P. MORGAN EMERGING MARKETS EQUITY FUND (7.58) (10.03) (8.50) (7.63)
/ / MSCI Emerging Markets Free Index(3) (0.53) (10.40) (6.08) (11.56)

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FINANCIAL HIGHLIGHTS

PER-SHARE DATA For fiscal periods ended October 31
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1994 1995 1996 1997
NET ASSET VALUE, BEGINNING OF PERIOD ($) 10.00 12.43 9.65 10.18
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Income from investment operations:
Net investment income (loss) ($) 0.02 0.05 0.08 0.08
Net realized and unrealized gain (loss)
on investment and foreign currency ($) 2.41 (2.66) 0.53 (0.42)
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TOTAL FROM INVESTMENT OPERATIONS ($) 2.43 (2.61) 0.61 (0.34)
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Less distributions to shareholders from:
Net investment income ($) -- (0.03) (0.08) (0.06)
Net realized gain ($) -- (0.14) -- --
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TOTAL DISTRIBUTIONS ($) -- (0.17) (0.08) (0.06)
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NET ASSET VALUE, END OF PERIOD ($) 12.43 9.65 10.18 9.78
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RATIOS AND SUPPLEMENTAL DATA
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TOTAL RETURN (%) 24.30(4) (21.15) 6.31 (3.34)
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NET ASSETS, END OF PERIOD ($ thousands) 53,431 49,295 59,107 45,444
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RATIOS TO AVERAGE NET ASSETS:
EXPENSES (%) 1.84(5) 1.80 1.69 1.65
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NET INVESTMENT INCOME (%) 0.25(5) 0.55 0.68 0.62
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DECREASE REFLECTED IN EXPENSE RATIO DUE
TO EXPENSE REIMBURSEMENT (%) 0.12(5) -- -- --
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The Financial Highlights above have been audited by PricewaterhouseCoopers LLP,
the fund's independent accountants.

(1) The fund has a master/feeder structure as described on page 15. Due to the
reorganization of the offshore feeder fund, the master portfolio received a
substantial redemption request on January 23, 1998. Therefore, this table
shows the fund's estimated expenses and its share of estimated master
portfolio expenses for the current fiscal year, expressed as a percentage
of the fund's estimated average net assets. Total operating expenses may
vary, but in any event will not exceed 1.75% of the fund's average daily
net assets. The Advisor has agreed to reimburse the fund for ordinary
expenses over 1.75% until further notice.

(2) The fund commenced operations on 11/15/93. Except in Financial Highlights,
returns reflect performance of the fund from 11/30/93 through 12/31/97.
This data is based on historical earnings and is not intended to indicate
future performance.

(3) The Emerging Markets Benchmark is composed of the International Finance
Corporation (IFC) Global Index through December 31, 1994, IFC Investable
Index (excluding South Africa after April 1, 1995) from January 1, 1995
through December 31, 1995 and the MSCI Emerging Markets Free Index
thereafter. The indices are unmanaged portfolios which measure emerging
market equity performance.

(4) Not annualized.

(5) Annualized.

J.P. Morgan Emerging Markets Equity Fund 11

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

INVESTING THROUGH A FINANCIAL PROFESSIONAL

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

INVESTING THROUGH AN EMPLOYER-SPONSORED RETIREMENT PLAN

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

INVESTING THROUGH AN IRA OR ROLLOVER IRA

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

INVESTING DIRECTLY

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

- - Choose a fund (or funds) and determine the amount you are investing. The
minimum amount for initial investments in a fund 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.

- - After 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.

12 YOUR INVESTMENT

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

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

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

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

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

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

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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 13

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

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

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

DIVIDENDS AND DISTRIBUTIONS

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

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

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TRANSACTION TAX STATUS
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Income dividends Ordinary income
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Short-term capital gains Ordinary income
distributions
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Long-term capital gains Capital gains
distributions
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Sales or exchanges of shares Capital gains or losses
owned for more than one year
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Sales or exchanges of shares Gains are treated as ordinary
owned for one year or less income; losses are subject
to special rules
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Because long-term capital gains distributions are taxable as capital gains
regardless of how long you have owned your shares, you may want to avoid making
a substantial investment when a fund is about to declare a long-term capital
gains distribution.

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

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

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

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

14 YOUR INVESTMENT

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FUND DETAILS
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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.)

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 1-800-521-5411. 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 fund will withdraw from the master portfolio, receiving
its assets either in cash or securities. Each 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 feeder funds described in this prospectus, their corresponding master
portfolios and J.P. Morgan Series Trust are all governed by the same trustees.
The trustees are responsible for overseeing all business activities. The
trustees are assisted by Pierpont Group, Inc., which they own and operate on a
cost basis; costs are shared by all funds governed by these trustees. Funds
Distributor, Inc., as co-administrator, along with J.P. Morgan, provides fund
officers. J.P. Morgan, as co-administrator, oversees each fund's other service
providers.

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

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ADVISORY SERVICES Percentage of the master
portfolio's average net assets
International Equity 0.60%
European Equity 0.65%
International Opportunities 0.60%
Emerging Markets Equity 1.00%
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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
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SHAREHOLDER SERVICES 0.25% of the fund's average net
assets
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J.P. Morgan may pay fees to certain firms and professionals for providing
recordkeeping or other services in connection with investments in a 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 these date-related problems from
adversely impacting fund operations and shareholders. In addition, to the extent
that operations of issuers of securities held by the fund are impaired by
date-related problems or prices of securities decline as a result of real or
perceived date-related problems of issuers held by the fund or generally, the
net asset value of the fund will decline.

THE EURO Effective January 1, 1999 the euro, a single multinational currency,
will replace the national currencies of certain countries in the Economic
Monetary Union (EMU).

J.P. Morgan has identified the following potential risks to the International
Equity Fund, after the conversion:The risk that the valuation of assets is not
properly converted from the national currency to euro; currency risk resulting
from increased volatility in exchange rates between EMU countries and
non-participating countries; the inability of any of the fund, it's service
providers and the issuers of the fund's portfolio securities to make information
technology updates timely; and the potential unenforceability of contracts.
There have been recent laws and regulations designed to ensure the continuity of
contracts, however there is a risk that the valuation of contracts will be
negatively impacted after the conversion. 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 problems associated with the conversion from adversely
impacting fund operations and shareholders.

FUND DETAILS 15

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RISK AND REWARD ELEMENTS

This table identifies the main elements that make up each fund's overall risk
and reward characteristics (described on pages 4-11). It also outlines each
fund's policies toward various investments, including those that are designed to
help certain funds manage risk. <TABLE> <CAPTION>

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POTENTIAL RISKS POTENTIAL REWARDS POLICIES TO BALANCE RISK AND REWARD
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FOREIGN AND OTHER MARKET CONDITIONS
<S> <C> <C>

- - Each fund's share - Stocks have generally - Under normal circumstances the
price and performance will outperformed more stable funds plan to remain fully invested,
fluctuate in response to investments (such as bonds with at least 65% in stocks; stock
stock market movements and cash equivalents) over investments may include convertible
the long term securities, preferred stocks,
- - A fund could lose depository receipts (such as ADRs and
money because of foreign - Foreign investments, EDRs), trust or partnership
government actions, which represent a major interests, warrants, rights, and
political instability, or portion of the world's investment company securities
lack of adequate and/or securities, offer
accurate information attractive potential - The funds seek to limit risk and
performance and enhance performance through active
- - Investment risks tend opportunities for management, country allocation and
to be higher in emerging diversification diversification (Japan Equity Fund is
markets. These markets also classified as a non-diversified fund)
present higher liquidity - Emerging markets can
and valuation risks offer higher returns - During severe market downturns,
the funds have the option of
- - Adverse market investing up to 100% of assets in
conditions may from time to investment-grade short-term securities
time cause the fund to take
temporary defensive
positions that are
inconsistent with its
principal investment
strategies and may hinder
the fund from achieving its
investment objective
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MANAGEMENT CHOICES

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

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

<PAGE>

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

- - Derivatives that
involve leverage could
magnify losses

- - Certain types of
derivatives involve costs
to a fund which can reduce
returns
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ILLIQUID HOLDINGS

- - A fund could have - These holdings may - No fund may invest more than 15%
difficulty valuing these offer more attractive of net assets in illiquid holdings
holdings precisely yields or potential growth
than comparable widely - To maintain adequate liquidity,
- - A fund could be unable traded securities each fund may hold investment-grade
to sell these holdings at short-term securities (including
the time or price it desired repurchase agreements) and, for
temporary or extraordinary purposes,
may borrow from banks up to 331/3% of
the value of its total assets
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WHEN-ISSUED AND DELAYED
DELIVERY SECURITIES

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

- - Increased trading - A fund could realize gains - Each fund anticipates that its
could raise a fund's in a short period of time portfolio turnover rate will not
brokerage and related costs exceed 100%
- A fund could protect
- - Increased short-term against losses if a stock - The funds generally avoid
capital gains distributions is overvalued and its value short-term trading, except to take
could raise shareholders' later falls advantage of attractive or unexpected
income tax liability opportunities or to meet demands
generated by shareholder activity
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) A futures contract is an agreement to buy or sell a set quantity of an
underlying instrument at a future date, or to make or receive a cash
payment based on changes in the value of a securities index. An option is
the right to buy or sell a set quantity of an underlying instrument at a
predetermined price. A swap is a privately negotiated agreement to exchange
one stream of payments for another. A forward foreign currency contract is
an obligation to buy or sell a given currency on a future date and at a set
price.

FUND DETAILS 17

<PAGE>

FOR MORE INFORMATION

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

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

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

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

J.P. MORGAN FUNDS
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
funds' investment company and 1933 Act registration numbers are:

J.P. Morgan International Equity Fund. . . . . 811-07340 and 033-54632
J.P. Morgan European Equity Fund . . . . . . . 811-07340 and 033-54632
J.P. Morgan International Opportunities Fund . 811-07340 and 033-54632
J.P. Morgan Emerging Markets Equity Fund . . . 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
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J.P. MORGAN 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
1-800-521-5411 1-800-221-7930