NON US FIXED INCOME PORTFOLIO
N-30D, 1995-06-16
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<PAGE>
The Non-U.S. Fixed Income Portfolio
Semi-Annual Report March 31, 1995
(unaudited)

(The following pages should be read in conjunction
with The JPM Institutional International Bond Fund
Semi-Annual Financial Statements)

14

<PAGE>
THE NON-U.S. FIXED INCOME PORTFOLIO
SCHEDULE OF INVESTMENTS (UNAUDITED)
MARCH 31, 1995
- - --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
    PRINCIPAL
      AMOUNT
(LOCAL CURRENCY(2)
      000'S)                     SECURITY DESCRIPTION                 VALUE (NOTE 1A)
- - --------------------------------------------------------------------  ---------------
<S>               <C>                                                 <C>
CORPORATE OBLIGATIONS (7.2%)
FRANCE (2.8%)
  FRF     30,200  Electricite De France, 8.60% due 04/09/04.........   $  6,505,968
                                                                      ---------------
GERMANY (1.3%)
  ITL   5,594,999 Bayerische Landesbank Girozentrele, 10.75% due          3,049,875
                    03/01/03........................................
                                                                      ---------------
NETHERLANDS (1.7%)
  NLG     6,000   Bank Voor Nederlandsche Gemeenten, 7.625% due           3,963,502
                    12/16/02........................................
                                                                      ---------------
UNITED KINGDOM (1.4%)
  GBP     2,400   Halifax Building Society 6.50% due 02/16/04.......      3,278,030
                                                                      ---------------
                  TOTAL CORPORATE OBLIGATIONS
                    (COST $15,483,168)..............................     16,797,375
                                                                      ---------------
GOVERNMENT OBLIGATIONS (70.2%)
AUSTRALIA (3.5%)
                  Government of Australia
  AUD     1,900   8.75% due 01/15/01................................      1,337,367
  AUD     8,900   13.00% due 07/15/96...............................      6,853,385
                                                                      ---------------
                                                                          8,190,752
                                                                      ---------------
AUSTRIA (3.7%)
                  Republic of Austria
  GBP     2,000   9.00% due 07/22/04................................      3,254,618
  DEM     3,800   4.975% due 02/28/05...............................      2,733,295
  JPY    244,000  3.75% due 02/03/09................................      2,632,096
                                                                      ---------------
                                                                          8,620,009
                                                                      ---------------
BELGIUM (3.6%)
                  Kingdom of Belgium
  BEF     91,000  10.00% due 08/02/00...............................      3,586,604
  BEF    138,000  7.75% due 10/15/04................................      4,810,370
                                                                      ---------------
                                                                          8,396,974
                                                                      ---------------
CANADA (1.7%)
  GBP     2,617   Hydro-Quebec 6.50% due 12/09/98...................      3,911,508
                                                                      ---------------
</TABLE>

See Accompanying Notes.

                                                                              15
<PAGE>
THE NON-U.S. FIXED INCOME PORTFOLIO
SCHEDULE OF INVESTMENTS (UNAUDITED)(CONTINUED)
MARCH 31, 1995
- - --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
    PRINCIPAL
      AMOUNT
(LOCAL CURRENCY(2)
      000'S)                     SECURITY DESCRIPTION                 VALUE (NOTE 1A)
- - --------------------------------------------------------------------  ---------------
<S>               <C>                                                 <C>
DENMARK (2.3%)
                  Kingdom of Denmark
  DKK     8,735   9.00% due 11/15/98................................   $  1,638,614
  DKK    19,000   9.00% due 11/15/00................................      3,544,016
                                                                      ---------------
                                                                          5,182,630
                                                                      ---------------
FRANCE (4.7%)
  FRF     53,400  Government of France, 7.50% due 04/25/05..........     10,801,036
                                                                      ---------------
GERMANY (16.0%)
  DEM    13,000   Treauhand -- Obligationen 6.375% due 07/01/99.....      9,476,353
                  Federal Republic of Germany
  DEM     2,920   7.375% due 01/03/05...............................      2,149,960
  DEM    25,000   8.25% due 09/20/01................................     19,360,697
  DEM     7,609   9.00% due 10/20/00................................      6,094,386
                                                                      ---------------
                                                                         37,081,396
                                                                      ---------------
ITALY (6.4%)
                  Republic of Italy
  ITL  13,720,000 9.50% due 01/01/05................................      6,546,331
  JPY    675,000  5.125% due 07/29/03...............................      8,277,202
                                                                      ---------------
                                                                         14,823,533
                                                                      ---------------
JAPAN (16.6%)
                  Government of Japan
  JPY    405,000  No. 119, 4.80% due 06/21/99.......................      5,049,793
  JPY    385,000  No. 123, 4.90% due 09/20/99.......................      4,814,162
  JPY   1,420,000 No. 144, 6.00% due 12/20/01.......................     18,763,293
  JPY    246,000  No. 164, 4.10% due 12/22/03.......................      2,910,929
  JPY    563,000  No. 157, 4.50% due 06/20/03.......................      6,865,553
                                                                      ---------------
                                                                         38,403,730
                                                                      ---------------
NETHERLANDS (3.7%)
                  Netherlands Government
  NLG     7,766   7.50% due 06/15/99................................      5,216,533
  NLG     4,800   9.00% due 01/15/01................................      3,418,365
                                                                      ---------------
                                                                          8,634,898
                                                                      ---------------
PORTUGAL (3.4%)
  DEM    10,860   Republic of Portugal 5.125% due 07/15/99..........      7,878,530
                                                                      ---------------
</TABLE>

See Accompanying Notes.

16
<PAGE>
THE NON-U.S. FIXED INCOME PORTFOLIO
SCHEDULE OF INVESTMENTS (UNAUDITED)(CONTINUED)
MARCH 31, 1995
- - --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
    PRINCIPAL
      AMOUNT
(LOCAL CURRENCY(2)
      000'S)                     SECURITY DESCRIPTION                 VALUE (NOTE 1A)
- - --------------------------------------------------------------------  ---------------
<S>               <C>                                                 <C>
SWEDEN (1.2%)
  SEK     30,200  Kingdom of Sweden, 6.00% due 02/09/05.............   $  2,805,346
                                                                      ---------------
UNITED KINGDOM (3.4%)
  GBP     4,800   Treasury Gilt 8.50% due 12/07/05..................      7,772,197
                                                                      ---------------
                  TOTAL GOVERNMENT OBLIGATIONS
                    (COST $146,686,541).............................    162,502,539
                                                                      ---------------
SUPRANATIONAL(1) (6.0%)
  ITL   2,537,000 European Investment Bank, 12.20% due 02/18/03.....      1,529,059
  JPY   1,015,000 International Bank for Rec & Development, 6.00%        12,388,025
                    due 10/18/96....................................
                                                                      ---------------
                  TOTAL SUPRANATIONAL OBLIGATIONS
                    (COST $12,175,587)..............................     13,917,084
                                                                      ---------------
SHORT-TERM HOLDINGS (21.7%)
COMMERCIAL PAPER (4.6%)
  USD     6,000   Council of Europe, 5.95% due 04/13/95.............      5,988,161
  USD     4,700   Ford Motor Credit Co., 6.05% due 05/04/95.........      4,675,636
                                                                      ---------------
                                                                         10,663,797
                                                                      ---------------
TIME DEPOSITS (17.1%)
                  State Street Bank Co. London,
  USD     4,663   5.50% due 04/03/95................................      4,663,000
  USD     5,000   5.875% due 04/03/95...............................      5,000,000
  USD    10,000   5.938% due 04/04/95...............................     10,000,000
  USD    10,000   6.00% due 04/05/95................................     10,000,000
  USD     5,000   6.00% due 04/06/95................................      5,000,000
  USD     5,000   5.875% due 04/07/95...............................      5,000,000
                                                                      ---------------
                                                                         39,663,000
                                                                      ---------------
                  TOTAL SHORT-TERM HOLDINGS
                    (COST $50,326,797)..............................     50,326,797
                                                                      ---------------
TOTAL INVESTMENTS (COST $224,672,093) (105.1%)                          243,543,795
LIABILITIES IN EXCESS OF CASH AND OTHER ASSETS (-5.1%)                  (11,926,147)
                                                                      ---------------
TOTAL NET ASSETS (100.0%)                                              $231,617,648
                                                                      ---------------
                                                                      ---------------

<FN>

Note: Based on the cost of investments of $224,674,262 for Federal income tax
purposes at March 31, 1995, the aggregate gross unrealized appreciation and
depreciation was $19,333,711 and $464,178, respectively, resulting in net
unrealized appreciation of $18,869,533.

(1)International Agencies
(2)Principal is in the local currency of the country in which the security is
   traded which may not be the country of origin.
</TABLE>

See Accompanying Notes.

                                                                              17
<PAGE>
THE NON-U.S. FIXED INCOME PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED)
MARCH 31, 1995
- - --------------------------------------------------------------------------------

<TABLE>
<S>                                                                               <C>
ASSETS
Investments at Value (Cost $224,672,093) (Note 1a)                                $243,543,795
Foreign Currency, at Value (Cost $505,136)                                             501,114
Cash                                                                                       420
Unrealized Appreciation on Forward Foreign Currency Contracts (Note 1d)              1,610,845
Receivable for Investments Sold                                                     21,484,348
Unrealized Appreciation on Spot Foreign Currency Contracts (Note 1d)                    93,890
Interest Receivable                                                                  6,149,311
Deferred Organization Expense (Note 1f)                                                 31,703
Receivable for Expense Reimbursements                                                      765
Tax Reclaim Receivable                                                                     237
                                                                                  ------------
    Total Assets                                                                   273,416,428
                                                                                  ------------

LIABILITIES
Unrealized Depreciation on Forward Foreign Currency Contracts (Note 1d)              5,365,926
Payable for Securities Purchased                                                    36,053,255
Unrealized Depreciation on Spot Foreign Currency Contracts (Note 1d)                    24,988
Custody Fee Payable                                                                    167,927
Financial and Fund Accounting Services Fee Payable (Note 2c)                            88,406
Advisory Fee Payable (Note 2a)                                                          66,396
Accrued Expenses                                                                        16,000
Organization Fee Payable (Note 1f)                                                      10,000
Fund Services Fee Payable (Note 2d)                                                      2,899
Administration Fee Payable (Note 2b)                                                     1,209
Trustees' Fees and Expenses Payable (Note 2e)                                            1,078
Foreign Withholding Taxes Payable                                                          696
                                                                                  ------------
    Total Liabilities                                                               41,798,780
                                                                                  ------------

NET ASSETS
Applicable to Investors' Beneficial Interests                                     $231,617,648
                                                                                  ------------
                                                                                  ------------
</TABLE>

See Accompanying Notes.

18
<PAGE>
THE NON-U.S. FIXED INCOME PORTFOLIO
STATEMENT OF OPERATIONS (UNAUDITED)
FOR THE PERIOD OCTOBER 11, 1994 (COMMENCEMENT OF OPERATIONS) THROUGH MARCH 31,
1995
- - --------------------------------------------------------------------------------

<TABLE>
<S>                                                      <C>          <C>
INVESTMENT INCOME (NOTE 1C)
                                                                      $ 6,588,906
Interest Income (Net of $116,108 Foreign Withholding
 Tax)
                                                                      -----------

EXPENSES
Advisory Fee (Note 2a)                                   $   345,731
Custodian Fees and Expenses                                  167,927
Financial and Fund Accounting Services Fees (Note 2c)         88,406
Professional Fees                                             16,628
Fund Services Fee (Note 2d)                                    9,402
Administration Fee (Note 2b)                                   6,362
Trustees' Fees and Expenses (Note 2e)                          2,416
Amortization of Organization Expense (Note 1f)                 3,297
Miscellaneous                                                  1,305
                                                         -----------
    Total Expenses                                           641,474
Less: Reimbursement of Expenses (Note 2c)                       (765)
                                                         -----------

                                                                          640,709
NET EXPENSES
                                                                      -----------

                                                                        5,948,197
NET INVESTMENT INCOME

NET REALIZED GAIN (LOSS) ON
Investment Transactions                                    1,600,302
Foreign Currency Transactions                             (9,892,398)
                                                         -----------
                                                                       (8,292,096)
    Net Realized Loss

NET CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) OF
Investments                                               18,871,702
Foreign Currency Contracts and Translations               (3,254,259)
                                                         -----------
                                                                       15,617,443
    Net Change in Unrealized Appreciation
                                                                      -----------

                                                                      $13,273,544
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS
                                                                      -----------
                                                                      -----------
</TABLE>

See Accompanying Notes.

                                                                              19
<PAGE>
THE NON-U.S. FIXED INCOME PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS
- - --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                    FOR THE PERIOD
                                                                                   OCTOBER 11, 1994
                                                                                   (COMMENCEMENT OF
                                                                                  OPERATIONS) THROUGH
                                                                                    MARCH 31, 1995
                                                                                      (UNAUDITED)
                                                                                  -------------------
<S>                                                                               <C>
INCREASE (DECREASE) IN NET ASSETS

FROM OPERATIONS
Net Investment Income                                                                $  5,948,197
Net Realized Gain (Loss) on Investments and Foreign Currency Transactions              (8,292,096)
Net Change in Unrealized Appreciation (Depreciation) of Investments and Foreign
 Currency Contracts and Translations                                                   15,617,443
                                                                                  -------------------
    Net Increase in Net Assets Resulting from Operations                               13,273,544
                                                                                  -------------------

TRANSACTIONS IN INVESTORS' BENEFICIAL INTEREST
Contributions                                                                         264,512,584
Withdrawals                                                                           (46,268,580)
                                                                                  -------------------
    Net Increase from Investors' Transactions                                         218,244,004
                                                                                  -------------------
    Total Increase in Net Assets                                                      231,517,548
NET ASSETS
Beginning of Period                                                                       100,100
                                                                                  -------------------
End of Period                                                                        $231,617,648
                                                                                  -------------------
                                                                                  -------------------
</TABLE>

- - --------------------------------------------------------------------------------
SUPPLEMENTARY DATA
- - --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                    FOR THE PERIOD
                                                                                   OCTOBER 11, 1994
                                                                                   (COMMENCEMENT OF
                                                                                  OPERATIONS) THROUGH
                                                                                    MARCH 31, 1995
                                                                                      (UNAUDITED)
                                                                                  -------------------
<S>                                                                               <C>
RATIOS TO AVERAGE NET ASSETS
    Net Investment Income                                                                6.02%(a)
    Expenses                                                                             0.65%(a)
    Decrease Reflected in above Expense Ratio due to Expense Reimbursement by
     Morgan                                                                              0.00%(a)(++)
Portfolio Turnover                                                                        108%
<FN>
- - ------------------------
(a) Annualized.

(++) Less than 0.01%
</TABLE>

See Accompanying Notes.

20
<PAGE>
THE NON-U.S. FIXED INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 1995
- - --------------------------------------------------------------------------------

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

The Non-U.S. Fixed Income Portfolio (the "Portfolio") is registered under the
Investment Company Act of 1940, as amended, as a no-load, open-end management
investment company which was organized as a trust under the laws of the State of
New York. The Portfolio commenced operations on October 11, 1994. The
Declaration of Trust permits the Trustees to issue an unlimited number of
beneficial interests in the Portfolio.

The following is a summary of the significant accounting policies of the
Portfolio:

    a)Portfolio securities with a maturity of 60 days or more, including
      securities that are listed on an exchange or traded over the counter, are
      valued using prices supplied daily by an independent pricing service or
      services that (i) are based on the last sale price on a national
      securities exchange, or in the absence of recorded sales, at the readily
      available bid price on such exchange or at the quoted bid price in the
      over-the-counter market, if such exchange or market constitutes the
      broadest and most representative market for the security and (ii) in other
      cases, take into account various factors affecting market value, including
      yields and prices of comparable securities, indication as to value from
      dealers and general market conditions. If such prices are not supplied by
      the Portfolio's independent pricing services, such securities are priced
      in accordance with procedures adopted by the Trustees. All portfolio
      securities with a remaining maturity of less than 60 days are valued by
      the amortized cost method.
      Trading in securities on most foreign exchanges and over-the-counter
      markets is normally completed before the close of the domestic market and
      may also take place on days on which the domestic market is closed. If
      events materially affecting the value of foreign securities occur between
      the time when the exchange on which they are traded closes and the time
      when the Portfolio's net asset value is calculated, such securities will
      be valued at fair value in accordance with procedures established by and
      under the general supervision of the Portfolio's Trustees.

    b)The books and records of the Portfolio are maintained in U.S. dollars. The
      market values of investment securities, other assets and liabilities and
      forward contracts stated in foreign currencies are translated at the
      prevailing exchange rates at the end of the period. Purchases, sales,
      income and expenses are translated at the exchange rate prevailing on the
      respective dates of such
      transactions. Translation gains and losses resulting from changes in the
      exchange rate during the reporting period and gains and losses realized
      upon settlement of foreign currency transactions are reported in the
      Statement of Operations.
      Since the net assets of the Portfolio are presented at the exchange rates
      and market values prevailing at the end of the period, the Portfolio does
      not isolate the portion of the results of operations arising as a result
      of changes in foreign exchange rates from the fluctuations arising from
      changes in the market prices of securities during the period.

    c)Securities transactions are recorded on a trade date basis. Interest
      income, which includes the amortization of premiums and discounts, if any,
      is recorded on an accrual basis. For financial and tax reporting purposes,
      realized gains and losses are determined on the basis of specific lot
      identification.

                                                                              21
<PAGE>
THE NON-U.S. FIXED INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
MARCH 31, 1995
- - --------------------------------------------------------------------------------

    d)The portfolio may enter into forward foreign currency contracts to protect
      securities and related receivables and payables against fluctuations in
      future foreign currency rates. A forward contract is an agreement to buy
      or sell currencies of different countries on a specified future date at a
      specified rate. Risks associated with such contracts include the movement
      in the value of the foreign currency relative to the U.S. dollar and the
      ability of the counterparty to perform.

The market value of the contract will fluctuate with changes in currency
exchange rates. Contracts are valued daily based on procedures established by
and under the general supervision of the Portfolio's Trustees and the change in
the market value is recorded by the Portfolio as unrealized appreciation or
depreciation of foreign currency translations. At March 31, 1995, the Portfolio
had open forward foreign currency contracts as follows:

SUMMARY OF OPEN FORWARD FOREIGN CURRENCY CONTRACTS

<TABLE>
<CAPTION>
                                                                                                        NET
                                                                                     U.S. DOLLAR     UNREALIZED
                                                                                      VALUE AT     APPRECIATION/
FORWARD FOREIGN CURRENCY PURCHASE CONTRACTS                              COST         03/31/95     (DEPRECIATION)
- - -------------------------------------------------------------------  -------------  -------------  --------------
<S>                                                                  <C>            <C>            <C>
Danish Krone 68,667,940, expiring 05/10/95                           $  12,210,770  $  12,560,390   $    349,620
German Deutschmark 10,274,243, expiring 05/10/95                         7,267,112      7,464,392        197,280
Italian Lira 1,469,979,805, expiring 05/10/95                              891,572        858,108        (33,464)
Japanese Yen 1,497,758,269, expiring 05/10/95                           16,761,722     17,333,585        571,863
Spanish Peseta 466,017,507, expiring 05/10/95                            3,565,551      3,665,891        100,340
                                                                     -------------  -------------  --------------
                                                                     $  40,696,727  $  41,882,366   $  1,185,639
                                                                     -------------  -------------  --------------
</TABLE>

<TABLE>
<CAPTION>
                                                                                                        NET
                                                                                    U.S. DOLLAR      UNREALIZED
                                                                                     VALUE AT      APPRECIATION/
FORWARD FOREIGN CURRENCY SALE CONTRACTS                             PROCEEDS         03/31/95      (DEPRECIATION)
- - ---------------------------------------------------------------  ---------------  ---------------  --------------
<S>                                                              <C>              <C>              <C>
Australian Dollar 19,200,860, expiring 05/10/95                  $    14,015,768  $    14,059,858   $    (44,090)
Belgian Franc 246,103,676, expiring 05/10/95                           8,525,285        8,693,765       (168,480)
British Pound 11,719,504, expiring 05/10/95                           19,013,525       18,955,838         57,687
Danish Krone 97,717,304, expiring 05/10/95                            17,285,920       17,873,951       (588,031)
French Franc 90,055,248, expiring 05/10/95                            18,075,756       18,651,767       (576,011)
German Deutschmark 77,885,126, expiring 05/10/95                      56,201,755       56,584,715       (382,960)
Italian Lira 20,802,901,274, expiring 05/10/95                        12,415,722       12,143,791        271,931
Japanese Yen 6,902,389,376, expiring 05/10/95                         76,592,099       79,881,489     (3,289,390)
Netherlands Guilder 20,117,147, expiring 05/10/95                     12,904,994       13,053,047       (148,053)
Spanish Peseta 1,022,942,164, expiring 05/10/95                        7,911,449        8,046,896       (135,447)
Swedish Krona 21,669,480, expiring 05/10/95                            2,981,491        2,919,367         62,124
                                                                 ---------------  ---------------  --------------
                                                                 $   245,923,764  $   250,864,484   $ (4,940,720)
                                                                 ---------------  ---------------  --------------
NET UNREALIZED DEPRECIATION ON FORWARD FOREIGN CURRENCY CONTRACTS                                   $ (3,755,081)
                                                                                                   --------------
                                                                                                   --------------
</TABLE>

22
<PAGE>
THE NON-U.S. FIXED INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
MARCH 31, 1995
- - --------------------------------------------------------------------------------

SUMMARY OF OPEN SPOT FOREIGN CURRENCY CONTRACTS

<TABLE>
<CAPTION>
                                                                                                        NET
                                                                                     U.S. DOLLAR     UNREALIZED
                                                                                      VALUE AT     APPRECIATION/
SPOT FOREIGN CURRENCY PURCHASE CONTRACTS                                 COST         03/31/95     (DEPRECIATION)
- - -------------------------------------------------------------------  -------------  -------------  --------------
<S>                                                                  <C>            <C>            <C>
Australian Dollar 9,090,804, expiring 04/05/95                       $   6,590,833  $   6,663,347    $   72,514
German Deutschmark 6,260,613, expiring 04/05/95                          4,526,835      4,548,211        21,376
                                                                     -------------  -------------       -------
                                                                     $  11,117,668  $  11,211,558    $   93,890
                                                                     -------------  -------------       -------
</TABLE>

<TABLE>
<CAPTION>
                                                                                                         NET
                                                                                      U.S. DOLLAR     UNREALIZED
                                                                                        VALUE AT    APPRECIATION/
SPOT FOREIGN CURRENCY SALE CONTRACTS                                      PROCEEDS      03/31/95    (DEPRECIATION)
- - ----------------------------------------------------------------------  ------------  ------------  --------------
<S>                                                                     <C>           <C>           <C>
Japanese Yen 141,787,162, expiring 04/10/95                             $  1,607,564  $  1,632,552    $  (24,988)
                                                                        ------------  ------------  --------------
NET UNREALIZED APPRECIATION ON SPOT FOREIGN CURRENCY CONTRACTS                                        $   68,902
                                                                                                    --------------
                                                                                                    --------------
</TABLE>

    e)The Portfolio intends to be treated as a partnership for federal income
      tax purposes. As such, each investor in the Portfolio will be taxed on its
      share of the Portfolio's ordinary income and capital gains. It is intended
      that the Portfolio's assets will be managed in such a way that an investor
      in the Portfolio will be able to satisfy the requirements of Subchapter M
      of the Internal Revenue Code.

    f)The Portfolio's Service Agent, Morgan Guaranty Trust Company of New York
      ("Morgan"), paid the organization expenses of the Portfolio in the amount
      of $35,000. The Portfolio has agreed to reimburse Morgan for these costs
      which are being amortized by the Portfolio on a straight-line basis over a
      five-year period from the commencement of operations.

2. TRANSACTIONS WITH AFFILIATES

    a)The Portfolio has an investment advisory agreement with Morgan Guaranty
      Trust Company of New York ("Morgan"). Under the terms of the investment
      advisory agreement, the Portfolio pays Morgan at an annual rate of 0.35%
      of the Portfolio's average daily net assets. For the period October 11,
      1994 (commencement of operations) through March 31, 1995, this fee
      amounted to $345,731.

    b)The Portfolio retains Signature Broker-Dealer Services, Inc. ("Signature")
      to serve as Administrator and Exclusive Placement Agent. Signature
      provides administrative services necessary for the operations of the
      Portfolio, furnishes office space and facilities required for conducting
      the business of the Portfolio and pays the compensation of the Portfolio's
      officers affiliated with Signature. The agreement provides for a fee to be
      paid to Signature at an annual rate determined by the following schedule:
      0.01% of the first $1 billion of the aggregate average daily net assets of
      the Portfolio and the other portfolios subject to the Administrative
      Services Agreement, 0.008% of the next $2 billion of such net assets,
      0.006% of the next $2 billion of such net assets, and 0.004%

                                                                              23
<PAGE>
THE NON-U.S. FIXED INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
MARCH 31, 1995
- - --------------------------------------------------------------------------------
      of such net assets in excess of $5 billion. The daily equivalent of the
      fee rate is applied every day to the daily net assets of the Portfolio.
      For the period October 11, 1994 (commencement of operations) through March
      31, 1995, Signature's fee for these services amounted to $6,362.

    c)The Portfolio has a Financial and Fund Accounting Services Agreement
      ("Services Agreement") with Morgan under which Morgan receives a fee,
      based on the percentages described below, for overseeing certain aspects
      of the administration and operation of the Portfolio. The Services
      Agreement is also designed to provide an expense limit for certain
      expenses of the Portfolio. If total expenses of the Portfolio, excluding
      the advisory fee, custody expenses, fund services fee, amortization of
      organization expense and brokerage costs, exceed the expense limit of
      0.12% of the Portfolio's average daily net assets up to $200 million,
      0.08% of the next $200 million of average daily net assets, and 0.04% of
      average daily net assets thereafter, Morgan will reimburse the Portfolio
      for the excess expense amount and receive no fee. Should such expenses be
      less than the expense limit, Morgan's fee would be limited to the
      difference between such expenses and the fee calculated under the Services
      Agreement. For the period October 11, 1994 (commencement of operations)
      through March 31, 1995, this fee amounted to $88,406. In addition to the
      expenses that Morgan assumes under the Services Agreement, Morgan has
      agreed to reimburse the Portfolio to the extent necessary to maintain the
      total operating expenses of the Portfolio at no more that 0.65% of the
      average daily net assets of the Portfolio through September 30, 1995. For
      the period October 11, 1994 (commencement of operations) through March 31,
      1995, Morgan has agreed to reimburse the Portfolio $765 for expenses which
      exceeded this limit.

    d)The Portfolio has a Fund Services Agreement with Pierpont Group, Inc.
      ("Group") to assist the Trustees in exercising their overall supervisory
      responsibilities for the Portfolio's affairs. The Trustees of the
      Portfolio are the sole shareholders of Group. The Portfolio's allocated
      portion of Group's costs in performing its services amounted to $9,402 for
      the period October 11, 1994 (commencement of operations) through March 31,
      1995.

    e)An aggregate annual fee of $55,000 is paid to each Trustee for serving as
      a Trustee of The Pierpont Funds, The JPM Institutional Funds and their
      corresponding Portfolios. The Trustees' Fees and Expenses shown in the
      financial statements represents the Portfolio's allocated portion of the
      total fees and expenses. On April 1, 1995, the aggregate annual Trustee
      Fee was increased to $65,000. The Trustee who serves as Chairman and Chief
      Executive Officer of these Funds and Portfolios also serves as Chairman of
      Group and received compensation and employee benefits from Group in his
      role as Group's Chairman. The allocated portion of such compensation and
      benefits included in the Fund Services Fee shown in the financial
      statements was $1,100.

24
<PAGE>
THE NON-U.S. FIXED INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
MARCH 31, 1995
- - --------------------------------------------------------------------------------

3. INVESTMENT TRANSACTIONS

Investment transactions (excluding short-term investments) for the period
October 11, 1994 (commencement of operations) to March 31, 1995 were as follows:

<TABLE>
<CAPTION>
                                                              COST OF         PROCEEDS
                                                             PURCHASES       FROM SALES
                                                           --------------  --------------
<S>                                                        <C>             <C>
Government and Agency Obligations                          $  332,515,710  $  200,842,640
Corporate and Collateralized Obligations                       58,568,040      18,399,962
                                                           --------------  --------------
                                                           $  391,083,750  $  219,242,602
                                                           --------------  --------------
                                                           --------------  --------------
</TABLE>

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