NON US FIXED INCOME PORTFOLIO
N-30D, 1996-06-06
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<PAGE>
THE NON-U.S. FIXED INCOME PORTFOLIO
SCHEDULE OF INVESTMENTS (UNAUDITED)
MARCH 31, 1996
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                                    PRINCIPAL
                                                                                      AMOUNT
                                                                                LOCAL CURRENCY (1)
                          SECURITY DESCRIPTION                                   (000'S OMITTED)                VALUE
- ----------------------------------------------------------------------          ------------------           ------------
CORPORATE OBLIGATIONS (26.6%)
<S>                                                                             <C>                          <C>
CANADA (2.2%)
  Hydro-Quebec, 6.50% due 12/09/98....................................            GBP     2,617              $  3,887,491
                                                                                                             ------------
FRANCE (1.6%)
  Electricite De France, 8.60% due 04/09/04...........................            FRF    12,300                 2,756,787
                                                                                                             ------------
GERMANY (10.4%)
  Bayerische Landesbank Girozentrale, 10.75% due 03/01/03.............           ITL  5,595,000                 3,657,765
  Deutsche Ausgleichsbank, 6.75% due 07/04/05.........................             DEM    4,000                 2,729,642
  Deutsche Pfandbriefe Hypobank, 5.625% due 02/07/03, 144A............             DEM    5,000                 3,290,133
  KFW International Finance
   6.375% due 08/16/00................................................             DEM    5,000                 3,520,426
   6.75% due 02/08/02.................................................             DEM    5,000                 3,528,892
  Suedwestdeutsche Landesbank Capital Markets, 6.25% due 10/21/03.....             DEM    2,600                 1,756,657
                                                                                                             ------------
                                                                                                               18,483,515
                                                                                                             ------------
JAPAN (5.0%)
  Export-Import Bank of Japan, 6.50% due 05/19/00.....................             DEM    5,000                 3,530,586
  Japan Development Bank, 6.50% due 09/20/01..........................           JPY    480,000                 5,390,446
                                                                                                             ------------
                                                                                                                8,921,032
                                                                                                             ------------
NETHERLANDS (4.7%)
  Bank Voor Nederlandsche Gemeenten, 7.625% due 12/16/02..............             NLG   12,800                 8,365,314
                                                                                                             ------------
UNITED KINGDOM (2.7%)
  Royal Bank of Scotland, 7.875% due 12/07/06.........................            GBP     3,300                 4,710,018
                                                                                                             ------------
    TOTAL CORPORATE OBLIGATIONS (COST $47,211,690)....................                                         47,124,157
                                                                                                             ------------
GOVERNMENT OBLIGATIONS (51.6%)
AUSTRIA (3.8%)
  Autobahnen Und Schnellstr Finance Agency, 7.125% due 12/22/99.......             DEM    9,000                 6,498,309
  Republic of Austria, 3.75% due 02/03/09.............................           JPY     25,000                   238,910
                                                                                                             ------------
                                                                                                                6,737,219
                                                                                                             ------------
BELGIUM (3.5%)
  Kingdom of Belgium
   6.50% due 03/31/05.................................................            BEF   122,000                 3,963,996
   7.75% due 12/22/00.................................................            BEF    63,000                 2,260,235
                                                                                                             ------------
                                                                                                                6,224,231
                                                                                                             ------------
</TABLE>
 
The Accompanying Notes are an Integral Part of the Financial Statements.
 
16
<PAGE>
THE NON-U.S. FIXED INCOME PORTFOLIO
SCHEDULE OF INVESTMENTS (UNAUDITED) (CONTINUED)
MARCH 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                    PRINCIPAL
                                                                                      AMOUNT
                                                                                LOCAL CURRENCY (1)
                          SECURITY DESCRIPTION                                   (000'S OMITTED)                VALUE
- ----------------------------------------------------------------------          ------------------           ------------
CANADA (3.6%)
<S>                                                                             <C>                          <C>
  Government of Canada, 7.50% due 12/01/03............................             CAD    8,700              $  6,389,964
                                                                                                             ------------
DENMARK (2.0%)
  Kingdom of Denmark, 8.00% due 05/15/03..............................             DKK   19,650                 3,641,321
                                                                                                             ------------
GERMANY (10.5%)
  Federal Republic of Germany
   6.00% due 02/20/98.................................................             DEM    8,100                 5,687,728
   9.00% due 10/20/00.................................................             DEM   11,000                 8,527,253
  German Unity Fund, 8.00% due 01/21/02...............................             DEM    5,950                 4,462,145
                                                                                                             ------------
                                                                                                               18,677,126
                                                                                                             ------------
ITALY (1.4%)
  Republic of Italy
   9.50% due 12/01/97.................................................           ITL    180,000                   113,818
   10.50% due 11/01/00................................................           ITL  3,650,000                 2,357,029
                                                                                                             ------------
                                                                                                                2,470,847
                                                                                                             ------------
NETHERLANDS (16.8%)
  Government of the Netherlands
   6.25% due 07/15/98.................................................             NLG    8,880                 5,610,526
   7.50% due 06/15/99.................................................             NLG   17,300                11,316,714
   9.00% due 05/15/00.................................................             NLG    3,100                 2,140,405
   9.00% due 01/15/01.................................................             NLG   15,370                10,677,370
                                                                                                             ------------
                                                                                                               29,745,015
                                                                                                             ------------
SPAIN (4.5%)
  Government of Spain
   10.10% due 02/28/01................................................            ESP   356,000                 2,959,974
   10.00% due 02/28/05................................................            ESP   620,200                 5,076,725
                                                                                                             ------------
                                                                                                                8,036,699
                                                                                                             ------------
SWEDEN (1.8%)
  Kingdom of Sweden, 6.00% due 02/09/05...............................            SEK    25,000                 3,165,452
                                                                                                             ------------
</TABLE>
 
The Accompanying Notes are an Integral Part of the Financial Statements.
 
                                                                              17
<PAGE>
THE NON-U.S. FIXED INCOME PORTFOLIO
SCHEDULE OF INVESTMENTS (UNAUDITED) (CONTINUED)
MARCH 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                    PRINCIPAL
                                                                                      AMOUNT
                                                                                LOCAL CURRENCY (1)
                          SECURITY DESCRIPTION                                   (000'S OMITTED)                VALUE
- ----------------------------------------------------------------------          ------------------           ------------
UNITED KINGDOM (3.7%)
<S>                                                                             <C>                          <C>
  Treasury Gilt, 6.00% due 08/10/99...................................             GBP      750              $  1,101,227
  Treasury Gilt, 7.50% due 12/07/06...................................            GBP     3,700                 5,379,771
                                                                                                             ------------
                                                                                                                6,480,998
                                                                                                             ------------
    TOTAL GOVERNMENT OBLIGATIONS (COST $92,026,635)...................                                         91,568,872
                                                                                                             ------------
SUPRANATIONAL OBLIGATIONS (2) (7.6%)
  Asian Development Bank, 5.00% due 02/05/03..........................           JPY    720,000                 7,592,691
  European Investment Bank, 12.20% due 02/18/03.......................           ITL  2,537,000                 1,769,690
  International Bank for Reconstruction & Development, 4.50% due
   06/20/00...........................................................           JPY    390,000                 4,028,811
                                                                                                             ------------
    TOTAL SUPRANATIONAL OBLIGATIONS (COST $13,904,064)................                                         13,391,192
                                                                                                             ------------
SHORT-TERM HOLDINGS (1.0%)
TIME DEPOSITS (1.0%)
  State Street Bank & Trust Co. London, 4.50% due 04/01/96 (cost
   $1,825,000)........................................................             USD    1,825                 1,825,000
                                                                                                             ------------
TOTAL INVESTMENTS (COST $154,967,389) (86.8%)                                                                 153,909,221
OTHER ASSETS NET LIABILITIES (13.2%)                                                                           23,390,604
                                                                                                             ------------
TOTAL NET ASSETS (100.0%)                                                                                    $177,299,825
                                                                                                             ------------
                                                                                                             ------------
</TABLE>
 
- ------------------------------
Note: For Federal income tax purposes, the cost of securities owned at March 31,
      1996  was substantially the  same as the cost  of securities for financial
      statement purposes.
 
(1)  Principal is in the local currency of the country in which the security  is
     traded, which may not be the country of origin.
(2)  International Agencies.
 
144A -- Securities restricted for resale to Qualified Institutional Buyers.
 
The Accompanying Notes are an Integral Part of the Financial Statements.
 
18
<PAGE>
THE NON-U.S. FIXED INCOME PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED)
MARCH 31, 1996
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                                          <C>
ASSETS
Investments at Value (Cost $154,967,389)                                     $153,909,221
Cash                                                                                  512
Foreign Currency at Value (Cost $1,314,808)                                     1,313,842
Receivable for Investments Sold                                                28,090,351
Interest Receivable                                                             4,935,004
Unrealized Appreciation on Forward Foreign Currency Contracts                   1,304,327
Unrealized Appreciation on Spot Foreign Currency Contracts                         19,277
Prepaid Trustees' Fees                                                                579
Prepaid Expenses and Other Assets                                                   1,494
                                                                             ------------
    Total Assets                                                              189,574,607
                                                                             ------------
 
LIABILITIES
Payable for Investments Purchased                                              11,856,238
Unrealized Depreciation on Forward Foreign Currency Contracts                     297,492
Advisory Fee Payable                                                               54,249
Custody Fee Payable                                                                23,966
Administrative Services Fee Payable                                                 3,828
Administration Fee Payable                                                          2,008
Fund Services Fee Payable                                                             449
Accrued Expenses                                                                   36,552
                                                                             ------------
    Total Liabilities                                                          12,274,782
                                                                             ------------
 
NET ASSETS
Applicable to Investors' Beneficial Interests                                $177,299,825
                                                                             ------------
                                                                             ------------
</TABLE>
 
The Accompanying Notes are an Integral Part of the Financial Statements.
 
                                                                              19
<PAGE>
THE NON-U.S. FIXED INCOME PORTFOLIO
STATEMENT OF OPERATIONS (UNAUDITED)
FOR THE SIX MONTHS ENDED MARCH 31, 1996
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                                          <C>             <C>
INVESTMENT INCOME
                                                                                             $  7,273,196
Interest Income
 
EXPENSES
Advisory Fee                                                                 $     435,320
Custodian Fees and Expenses                                                        101,155
Professional Fees                                                                   27,151
Administrative Services Fee                                                         14,076
Administration Fee                                                                  11,394
Fund Services Fee                                                                    6,994
Trustees' Fees and Expenses                                                          2,442
Printing Expenses                                                                    2,049
Miscellaneous                                                                        2,927
                                                                             -------------
                                                                                                 (603,508)
    Total Expenses
                                                                                             ------------
                                                                                                6,669,688
NET INVESTMENT INCOME
 
NET REALIZED GAIN ON
  Investment Transactions                                                        1,360,728
  Foreign Currency Transactions                                                  8,172,318
                                                                             -------------
                                                                                                9,533,046
  Net Realized Gain
 
NET CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) OF
  Investments                                                                   (5,016,583)
  Foreign Currency Contracts and Translations                                    3,323,421
                                                                             -------------
                                                                                               (1,693,162)
  Net Change in Unrealized Appreciation (Depreciation)
                                                                                             ------------
                                                                                             $ 14,509,572
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS
                                                                                             ------------
                                                                                             ------------
</TABLE>
 
The Accompanying Notes are an Integral Part of the Financial Statements.
 
20
<PAGE>
THE NON-U.S. FIXED INCOME PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                          FOR THE PERIOD
                                                                      FOR THE SIX        OCTOBER 11, 1994
                                                                     MONTHS ENDED         (COMMENCEMENT
                                                                    MARCH 31, 1996    OF OPERATIONS) THROUGH
                                                                      (UNAUDITED)       SEPTEMBER 30, 1995
                                                                   -----------------  ----------------------
<S>                                                                <C>                <C>
INCREASE (DECREASE) IN NET ASSETS
FROM OPERATIONS
Net Investment Income                                              $      6,669,688     $     12,808,776
Net Realized Gain on Investments and Foreign Currency
 Transactions                                                             9,533,046           15,591,851
Net Change in Unrealized Appreciation (Depreciation) of
 Investments and Foreign Currency Translations                           (1,693,162)           1,562,643
                                                                   -----------------        ------------
    Net Increase in Net Assets Resulting from Operations                 14,509,572           29,963,270
                                                                   -----------------        ------------
TRANSACTIONS IN INVESTORS' BENEFICIAL INTERESTS
Contributions                                                            72,412,770          318,237,762
Withdrawals                                                            (175,745,434)         (82,178,215)
                                                                   -----------------        ------------
    Net Increase (Decrease) from Investors' Transactions               (103,332,664)         236,059,547
                                                                   -----------------        ------------
    Total Increase (Decrease) in Net Assets                             (88,823,092)         266,022,817
NET ASSETS
Beginning of Period                                                     266,122,917              100,100
                                                                   -----------------        ------------
End of Period                                                      $    177,299,825     $    266,122,917
                                                                   -----------------        ------------
                                                                   -----------------        ------------
 
<CAPTION>
- ----------------------------------------------------------------------------------------
<S>                                                                <C>                <C>
SUPPLEMENTARY DATA
<CAPTION>
- ----------------------------------------------------------------------------------------
</TABLE>
 
<TABLE>
<CAPTION>
                                                                              FOR THE PERIOD
                                                          FOR THE SIX        OCTOBER 11, 1994
                                                          MONTHS ENDED        (COMMENCEMENT
                                                         MARCH 31, 1996   OF OPERATIONS) THROUGH
RATIOS TO AVERAGE NET ASSETS                              (UNAUDITED)       SEPTEMBER 30, 1995
                                                        ----------------  ----------------------
<S>                                                     <C>               <C>                     <C>
  Net Investment Income                                       5.37%(a)             5.73%(a)
  Expenses                                                    0.49%(a)             0.55%(a)
Portfolio Turnover                                             169%(b)              288%(b)
</TABLE>
 
- ------------------------
(a) Annualized.
(b) Not Annualized.
 
The Accompanying Notes are an Integral Part of the Financial Statements.
 
                                                                              21
<PAGE>
THE NON-U.S. FIXED INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 1996
- --------------------------------------------------------------------------------
 
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, non-diversified,
   open-end management investment company which was organized as a trust under
   the laws of the State of New York. The Portfolio's investment objective is to
   provide a high total return, consistent with moderate risk of capital, from a
   portfolio of international fixed income securities. 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.
 
   Investments in international markets may involve certain considerations and
   risks not typically associated with investments in the United States. Future
   economic and political developments in foreign countries could adversely
   affect the liquidity or value, or both, of such securities in which the
   Portfolio is invested. The ability of the issuers of the debt securities held
   by the Portfolio to meet their obligations may be affected by economic and
   political developments in a specific industy or region.
 
   The preparation of financial statements prepared in accordance with generally
   accepted accounting principals requires management to make estimates and
   assumptions that affect the reported amounts and disclosures. Actual amounts
   could differ from those estimates. 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 assets are 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 rates prevailing on
       the respective dates of such
 
22
<PAGE>
THE NON-U.S. FIXED INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
MARCH 31, 1996
- --------------------------------------------------------------------------------
       transactions. Translation gains and losses resulting from changes in the
       exchange rates during the reporting period and gains and losses realized
       upon settlement of foreign currency transactions are reported in the
       Statement of Operations.
 
        Although 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.
 
    d)  The portfolio may enter into forward and spot 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 forward and spot foreign
       currency contract translations. At March 31, 1996, the Portfolio had open
       forward and spot foreign currency contracts as follows:
 
        SUMMARY OF OPEN FORWARD FOREIGN CURRENCY CONTRACTS
 
<TABLE>
<CAPTION>
                                                                     U.S. DOLLAR   NET UNREALIZED
                                                                      VALUE AT      APPRECIATION/
                                                    COST/PROCEEDS     03/31/96     (DEPRECIATION)
                                                    --------------  -------------  ---------------
<S>                                                 <C>             <C>            <C>
PURCHASE CONTRACTS
Belgian Franc 72,211,479, expiring 05/13/96          $  2,384,791   $   2,387,956   $       3,165
British Pound 289,172, expiring 05/13/96                  440,943         440,741            (202)
Canadian Dollar 242,712, expiring 05/13/96                178,189         178,246              57
Danish Krone 25,896,950, expiring 05/13/96              4,558,717       4,555,427          (3,290)
French Franc 27,330,731, expiring 05/13/96              5,428,257       5,438,084           9,827
German Mark 27,433,369, expiring 05/13/96              18,596,126      18,641,532          45,406
Italian Lira 601,462,500, expiring 05/13/96               381,131         381,134               3
Japanese Yen 1,464,971,441, expiring 05/13/96          13,904,725      13,793,298        (111,427)
Netherlands Guilder 16,077,908, expiring 05/13/96       9,753,776       9,766,169          12,393
</TABLE>
 
                                                                              23
<PAGE>
THE NON-U.S. FIXED INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
MARCH 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                     U.S. DOLLAR   NET UNREALIZED
                                                                      VALUE AT      APPRECIATION/
                                                    COST/PROCEEDS     03/31/96     (DEPRECIATION)
                                                    --------------  -------------  ---------------
SALE CONTRACTS
<S>                                                 <C>             <C>            <C>
Belgian Franc 270,437,925, expiring 05/13/96         $  8,969,749   $   8,943,092   $      26,657
British Pound 10,884,546, expiring 05/13/96            16,620,702      16,589,666          31,036
Canadian Dollar 9,018,813, expiring 05/13/96            6,576,579       6,623,367         (46,788)
Danish Krone 49,457,048, expiring 05/13/96              8,706,803       8,699,788           7,015
French Franc 41,858,969, expiring 05/13/96              8,383,531       8,328,814          54,717
German Mark 98,307,274, expiring 05/13/96              66,988,713      66,801,306         187,407
Italian Lira 13,297,153,440, expiring 05/13/96          8,453,717       8,426,124          27,593
Japanese Yen 4,038,015,909, expiring 05/13/96          38,774,462      38,019,551         754,911
Netherlands Guilder 80,923,545, expiring 05/13/96      49,275,412      49,155,216         120,196
Spanish Peseta 692,315,631, expiring 05/13/96           5,508,558       5,562,429         (53,871)
Swedish Krona 23,279,115, expiring 05/13/96             3,424,727       3,482,697         (57,970)
                                                                                   ---------------
NET UNREALIZED APPRECIATION ON FORWARD FOREIGN CURRENCY CONTRACTS                   $   1,006,835
                                                                                   ---------------
                                                                                   ---------------
</TABLE>
 
        SUMMARY OF OPEN SPOT FOREIGN CURRENCY CONTRACTS
 
<TABLE>
<CAPTION>
                                                                     U.S. DOLLAR   NET UNREALIZED
                                                                      VALUE AT      APPRECIATION/
                                                         COST         03/31/96     (DEPRECIATION)
                                                     -------------  -------------  ---------------
<S>                                                  <C>            <C>            <C>
PURCHASE CONTRACTS
German Mark 8,156, expiring 04/02/96                 $       5,528  $       5,525   $          (3)
Spanish Peseta 186,434,118, for DEM 2,215,498,
 expiring 04/03/96                                       1,500,624      1,502,047           1,423
 
SALES CONTRACTS
Italian Lira 601,462,500, expiring 04/02/96                383,097        383,152             (55)
Japanese Yen 948,035,274, expiring 04/02/96              8,894,828      8,876,916          17,912
                                                                                   ---------------
NET UNREALIZED APPRECIATION ON SPOT FOREIGN CURRENCY CONTRACTS                      $      19,277
                                                                                   ---------------
                                                                                   ---------------
</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 taxable 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. The Portfolio earns foreign
       income which may be subject to foreign withholding taxes at various
       rates.
 
24
<PAGE>
THE NON-U.S. FIXED INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
MARCH 31, 1996
- --------------------------------------------------------------------------------
 
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 six months ended
       March 31, 1996, such fees amounted to $435,320.
 
    b)  The Portfolio has retained 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 provided
       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 Administration 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% of such net assets in excess of $5 billion. The daily equivalent
       of the fee rate is applied each day to the net assets of the Portfolio.
       For the period October 1, 1995 through December 28, 1995, such fees
       amounted to $4,006.
 
        Effective December 29, 1995, the Administration Agreement was amended
       such that the fee charged would be equal to the Portfolio's proportionate
       share of a complex-wide fee based on the following annual schedule: 0.03%
       on the first $7 billion of the aggregate average daily net assets of the
       Portfolio and the other portfolios subject to this agreement (the "Master
       Portfolios") and 0.01% on the aggregate average daily net assets of the
       Master Portfolios in excess of $7 billion. The portion of this charge
       payable by the Portfolio is determined by the proportionate share its net
       assets bear to the total net assets of The Pierpont Funds, The JPM
       Institutional Funds, The JPM Advisor Funds and the Master Portfolios. For
       the period from December 29, 1995 through March 31, 1996, such fees
       amounted to $7,388.
 
    c)  Until August 31, 1995, the Portfolio had a Financial and Fund Accounting
       Services Agreement ("Service Agreement") with Morgan under which Morgan
       received a fee, based on the percentage described below, for overseeing
       certain aspects of the administration and operation of the Portfolio and
       was also designed to provide an expense limit for certain expenses of the
       Portfolio. This fee was calculated exclusive of the advisory fee, custody
       expenses, fund services fee, and brokerage costs at 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% on any excess
       over $400 million. From September 1, 1995 until December 28, 1995, an
       interim agreement between the Portfolio and Morgan provided for the
       continuation of the oversight functions that were outlined under the
       Service Agreement and that Morgan should bear all of its expenses
       incurred in connection with these services.
 
        Effective December 29, 1995, the Portfolio entered into an
       Administrative Services Agreement (the "Agreement") with Morgan under
       which Morgan is responsible for overseeing certain aspects of the
       administration and operation of the Portfolio. Under the Agreement, the
       Portfolio has
 
                                                                              25
<PAGE>
THE NON-U.S. FIXED INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
MARCH 31, 1996
- --------------------------------------------------------------------------------
       agreed to pay Morgan a fee equal to its proportionate share of an annual
       complex-wide charge. This charge is calculated daily based on the
       aggregate net assets of the Master Portfolios in accordance with the
       following annual schedule: 0.06% on the first $7 billion of the Master
       Portfolios' aggregate average daily net assets and 0.03% of the aggregate
       average daily net assets in excess of $7 billion. The portion of this
       charge payable by the Portfolio is determined by the proportionate share
       that the Portfolio's net assets bear to the net assets of the Master
       Portfolios and other investors in the Master Portfolios for which Morgan
       provides similar services. For the period December 29, 1995 through March
       31, 1996, the fee for these services amounted to $14,076.
 
    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 represent all the existing shareholders of Group. The
       Portfolio's allocated portion of Group's costs in performing its services
       amounted to $6,994 for the six months ended March 31, 1996.
 
    e)  An aggregate annual fee of $65,000 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 represent the Portfolio's allocated portion of the
       total fees and expenses. 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 $900.
 
3. INVESTMENT TRANSACTIONS
 
   Investment transactions (excluding short-term investments) for the six months
   ended March 31, 1996 were as follows:
 
<TABLE>
<CAPTION>
COST OF PURCHASES  PROCEEDS FROM SALES
- -----------------  -------------------
<S>                <C>
 $   351,512,206     $   418,271,057
</TABLE>
 
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