[front cover]
J.P. Morgan U.S. Equity
Fund - Advisor Series

Semi-annual Report
November 30, 2000

LETTER TO THE SHAREHOLDERS
- --------------------------------------------------------------------------------

January 8, 2001

Dear Shareholder,

We are pleased to present the inaugural shareholder report for the J.P.
Morgan U.S. Equity Fund - Advisor Series. The Fund began operations on September
15, 2000, amid mounting volatility in the U.S. stock market. This was a rough
time for investors, and for the Fund provided a total return of -10.6% from its
inception through November 30, 2000.

The Fund's benchmark index, the Standard & Poor's 500 Index, and peer group,
the Lipper Multi-Cap Core Funds Average, fared a little better. For the same
time period, the S&P 500 and Lipper average each finished in negative territory

The Fund's net asset value on November 30, 2000 was $8.94 per share,
decreasing from its initial net asset value of $10.00 on September 15, 2000. The
Fund's net assets were approximately $475,000 on November 30, 2000, while the
total net assets of The U.S. Equity Portfolio, in which the Fund invests,
totaled $528 million.

This report includes an interview with Henry Cavanna, lead portfolio manager
for The U.S. Equity Portfolio. Henry discusses the U.S. equity market in detail,
and explains the factors that influenced Fund performance during the fiscal
period. Henry also provides insight in regard to positioning the Portfolio for
the coming months.

As chairman and president of Asset Management Services, we thank you for
investing with J.P. Morgan. Should you have any comments or questions, please
contact your Morgan representative, or call J.P. Morgan Funds Services at (800)
766-7722.

Sincerely yours,

/signature/ /signature/

Ramon de Oliveira Keith M. Schappert
Chairman of Asset Management Services President of Asset Management Services
J.P. Morgan & Co. Incorporated J.P. Morgan & Co. Incorporated

TABLE OF CONTENTS
- --------------------------------------------------------------------------------
Letter to the Shareholders 1
Fund Performance 2
Portfolio Manager Q&A 3
Fund Facts & Highlights 5
Financial Statements 6

FUND PERFORMANCE
- --------------------------------------------------------------------------------

EXAMINING PERFORMANCE

One way is to review a fund's average annual total return. This calculation
takes the Fund's actual return and shows what would have happened if the Fund
had achieved that return by performing at a constant rate each year. Average
annual total returns represent the average yearly change of a fund's value over
various time periods, typically one, five, and ten years, (or since inception).
Total returns for periods of less than one year are not annualized and provide a
picture of how a fund has performed over the short-term.

PERFORMANCE

AVERAGE ANNUAL
TOTAL RETURNS* TOTAL RETURNS*
------------------------- ----------------------------------
SIX ONE THREE FIVE TEN
MONTHS YEAR YEARS YEARS YEARS

AS OF NOVEMBER 30, 2000

J.P. Morgan U.S. Equity Fund - Advisor Series (4.63)% (4.06)% 10.13% 15.79% 16.18%
S&P 500 Index** (6.92)% (4.22)% 12.71% 18.66% 17.72%
Lipper Multi-Cap Core Funds Average*** (5.96)% 1.03% 10.35% 15.52% 16.34%

AS OF SEPTEMBER 30, 2000
J.P. Morgan U.S. Equity Fund - Advisor Series (2.16)% 12.76% 12.98% 18.66% 17.93%
S&P 500 Index** (3.60)% 13.28% 16.44% 21.69% 19.44%
Lipper Multi-Cap Core Funds Average*** (1.36)% 21.45% 12.84% 17.66% 17.68%

* The Fund commenced operations on September 15, 2000. The Fund's returns
include historical returns of the J.P. Morgan U.S. Equity Fund, a separate
feeder fund investing in the same master portfolio, which had a lower expense
ratio, from June 27, 1985 (the inception date of the J.P. Morgan U.S. Equity
Fund), through September 15, 2000 (the inception date of the J.P. Morgan U.S.
Equity Fund - Advisor Series). Therefore, the Fund's returns would have been
lower had it existed during the same period. For the purposes of comparison, the
"since inception" returns are calculated from June 30, 1985, the first date when
data for the Fund, its benchmark, and its Lipper category were all available.
The J.P. Morgan U.S. Equity Fund - Advisor Series' return from September 15,
2000 through November 30, 2000 was (10.60)%.

** The S&P 500 Index is an unmanaged index that measures U.S. stock market
performance. It does not include fees or operating expenses and is not available
for actual investment.

*** Describes the average total return for all funds in the indicated Lipper
category, as defined by Lipper Inc., and does not take into account applicable
sales charges. Lipper Analytical Services, Inc. is a leading source for mutual
fund data.

Past performance is no guarantee of future results. Fund returns are net of
fees, assume the reinvestment of distributions, and reflect reimbursement of
Fund expenses as described in the prospectus. Had expenses not been subsidized,
returns would have been lower.

PORTFOLIO MANAGER Q&A
- --------------------------------------------------------------------------------

[photo of Henry D. Cavanna]

Following is an interview with HENRY D. CAVANNA, managing director and
senior U.S. equity portfolio manager in J.P. Morgan Investment Management's
U.S. Equity Group. Henry has been a J.P. Morgan employee for the past 28 years,
and has been a portfolio manager since 1979. He is currently responsible for
several major institutional and sub-advisory clients, as well as having overall
investment responsibility for Morgan's own retirement and defined contribution
funds. Before joining Morgan, Henry worked at Harris Upham & Co. He holds a
B.A. from Boston College and a L.L.B. from the University of Pennsylvania. This
interview was conducted on December 15, 2000, and reflects Henry's views on
that date.

IT HAS CERTAINLY BEEN AN INTERESTING TIME FOR U.S. EQUITIES DURING THIS
REPORTING PERIOD. WHAT WERE SOME OF THE HIGHLIGHTS?

This six-month period captured two worlds. On one side, there was an ending
of a rapidly expanding economy. On the other, there was the beginning of a
slowing economy, with investors growing increasingly concerned about corporate
profits. As it turned out, these concerns were more than justified, as company
after company, in sector after sector, started reporting disappointing earnings.
This helped to bring about a substantial reallocation of capital from new
economy growth sectors to more defensive value sectors, such as insurance,
utilities, and energy. At the end of the period, the lack of closure in our
presidential election also served as a destabilizing factor. As a result, stock
market volatility was extraordinarily high over the six months ended November
30.

We also saw the end of the Federal Reserve's interest rate tightening cycle,
and the probable success of its efforts to engineer a soft landing for our
economy. Still, we did not see an end to its tightening bias, which unnerved
some investors and contributed in part to market instability.

HOW WAS THE PORTFOLIO POSITIONED OVER THIS PERIOD?

Our strategy is to be well diversified across almost all sectors, and to own
companies that we believe represent the best mix of fundamentals and attractive
valuations over the longer-term, be they old or new economy stocks. During this
period of time, however, investors were focused on short-term results, not
long-term opportunities, and they proved more than willing to punish any company
that did not meet their somewhat elevated earnings expectations. Not too
infrequently, even companies with satisfactory results were brought down
alongside their lesser performing brethren. Within this sometime incendiary
marketplace, the S&P 500 Index, our benchmark, declined by almost 7%.

HOW HAS MARKET VOLATILITY AFFECTED THE WAY YOU MANAGE THE PORTFOLIO, IF AT ALL?

It hasn't specifically affected our management, but we were certainly
cognizant of and sensitive to the market's short-term focus. In particular, we
were able to identify several longer-term opportunities created by investors who
overreacted to short-term concerns. From that standpoint, market volatility was
good for the strategy.

On the other side, we have also had to be more careful in our approach to
the market. Timing became critical, as a desirable stock could be way up one day
and way down the next. We definitely wanted to exercise the discipline of adding
to attractive long-term positions, but we were a little more measured and
patient about when to jump in.

HOW IS YOUR PROCESS GEARED TO TAKE ADVANTAGE OF THIS MARKET ENVIRONMENT?

Our process combines the advantages of two strong internal capabilities. One
is our depth in research. Our analysts are sector specialists who develop
estimates of what companies are worth and which companies represent good
longer-term investments. On the other side is our highly experienced trading
desk. Our traders are very sensitive to short-term fluctuations in stock prices
and, with their access to timely trading information,

PORTFOLIO MANAGER Q&A
- --------------------------------------------------------------------------------
(Continued)

we feel they can usually get us the stock we want at the price we want. Thus,
even though we have a longer-term perspective, we can operate in a more tactical
fashion when we think it makes sense.

WHICH STOCKS WERE AMONG YOUR BEST INVESTMENTS OVER THE SIX-MONTH REPORTING
PERIOD?

Alza, a mid-sized drug company, was up substantially over this period, owing
to accelerating earnings growth and the introduction of two new drugs. One helps
incontinence among seniors, and one is a once-a-day remedy for attention deficit
disorder (ADD). Both are beginning to capture notable market share, with the ADD
drug expected to achieve a 10% market share in its category by year's end.

Another substantial performer was Philip Morris, which had been deeply
undervalued in the wake of numerous liability issues. Investors, however, came
to the conclusion that most of the bad news was behind, and saw it as an
attractive value play. Aiding its resurgence were good earnings, a great yield,
and a very capable management team that has continued to manage its business
well.

HOW ABOUT THE DOWN SIDE?

E*trade, the on-line discount broker, has been punished by concerns about a
decline in on-line trading and the consequent impact on the company's profit
margins. We still have confidence that it has a real business, that it will be
competitive, and that it will recover. Our long-term confidence is such that we
have elected to maintain our position during a period when the company's profit
margins will be under short-term pressure.

Another disappointment was Level-3 Communications, a telecommunications
company that has built one of the newest fiber optic telephone networks. As a
relatively new company, Level-3's positive cash flow and earnings are still a
couple of years out, so the results-oriented market in which we find ourselves
has taken its stock to task. You have to have patience to own it and believe
that the company will achieve an attractive return on its investments, which we
do. We think Level-3 has a competitive advantage and good management, and,
importantly, it has already secured the funding needed to build out its network.

HOW DO YOU EXPECT THE MARKET TO DEVELOP OVER THE NEXT FEW MONTHS?

We remain cautious about the market's prospects over the next few months.
The economy is in a decelerating mode, and that means there will continue to be
earnings risk and accompanying volatility. It's also still too early for the Fed
to come to the rescue and lower interest rates.

This said, we think the stock market is in the process of bottoming out, so
we are not overly concerned. Further out, a number of developments would help
its recovery. The Fed, for example, has the option of lowering interest rates
several times in order to help the economy, especially in light of the
expectation that inflation will remain fairly moderate over the coming year. We
also anticipate that the price of oil will decline to more reasonable levels
later next year, thereby providing a boost to consumer confidence. In sum, there
are a number of catalysts that could re-ignite the market going forward, but, in
the meantime, we are still reasonably wary about its near-term direction.

FUND FACTS
- --------------------------------------------------------------------------------

INVESTMENT OBJECTIVE

J.P. Morgan U.S. Equity Fund - Advisor Series seeks to provide a high total
return from a portfolio of selected equity securities. It is designed for
investors who want an actively managed portfolio of selected equity securities
that seeks to outperform the S&P 500 Index.

- --------------------------------------------------------------------------------
Inception Date: 9/15/2000
- --------------------------------------------------------------------------------
Fund Net Assets as of 11/30/2000:
$475,351
- --------------------------------------------------------------------------------
Portfolio Net Assets as of 11/30/2000:
$528,133,867
- --------------------------------------------------------------------------------
Dividend Payable Dates (if applicable): 12/20/2000,
3/23/2001, 6/22/2001,
9/14/2001, 12/21/2001
- --------------------------------------------------------------------------------
Capital Gain Payable Dates
(if applicable): 12/20/2000, 12/21/2001

EXPENSE RATIOS

The Fund's current annualized expense ratio of 1.05% covers shareholders'
expenses for custody, tax reporting, investment advisory, and shareholder
services, after reimbursement. The Fund is no-load and does not charge any
sales, redemption, or exchange fees. There are no additional charges for buying,
selling or safekeeping fund shares, or for wiring redemption proceeds from the
Fund.

FUND HIGHLIGHTS
- --------------------------------------------------------------------------------

All data as of November 30, 2000

PORTFOLIO ALLOCATION
(As a percentage of total investment securities)

[data from pie chart]

Finance 11.4%
Pharmaceuticals 11.3%
Industrial Cyclical 10.0%
Computer Hardware 10.0%
Software & Services 9.0%
Energy 6.1%
Consumer Stable 6.1%
Telecommunications 5.1%
Retail 5.0%
Insurance 4.9%
Semiconductors 4.4%
Short-Term Investments 3.9%
Utilities 3.3%
Consumer Services 2.9%
Consumer Cyclical 2.6%
Capital Markets 2.5%
Health Services & Systems 1.5%

LARGEST
EQUITY HOLDINGS % OF TOTAL INVESTMENTS
- -------------------------------------------------------------
Cisco Systems Inc. 3.8%
Exxon Mobil Corp. 3.6%
General Electric Co. 3.1%
Microsoft Corp. 3.0%
Tyco International Ltd. 2.8%
Sun Microsystems, Inc. 2.7%
Pfizer, Inc. 2.3%
Firstar Corp. 2.2%
Philip Morris Companies Inc. 2.1%
Pharmacia Corp. 2.1%

DISTRIBUTED BY FUNDS DISTRIBUTOR, INC. J.P. MORGAN INVESTMENT MANAGEMENT INC.
SERVES AS INVESTMENT ADVISOR. SHARES OF THE FUND ARE NOT INSURED BY THE FDIC,
ARE NOT BANK DEPOSITS OR OTHER OBLIGATIONS OF THE FINANCIAL INSTITUTION AND ARE
NOT GUARANTEED BY THE FINANCIAL INSTITUTION. SHARES OF THE FUND ARE SUBJECT TO
INVESTMENT RISK, INCLUDING POSSIBLE LOSS OF THE PRINCIPAL INVESTED.

References to specific securities and their issuers are for illustrative
purposes only and are not intended to be, and should not be interpreted as,
recommendations to purchase or sell securities. Opinions expressed herein and
other Fund data presented are based on current market conditions and are subject
to change without notice. The Fund invests through a master portfolio (another
Fund with the same objective).

CALL J.P. MORGAN FUNDS SERVICES AT (800) 521-5411 FOR A PROSPECTUS CONTAINING
MORE COMPLETE INFORMATION ABOUT THE FUND, INCLUDING MANAGEMENT FEES AND OTHER
EXPENSES. PLEASE READ THE PROSPECTUS CAREFULLY BEFORE INVESTING.

J.P. MORGAN U.S. EQUITY FUND - ADVISOR SERIES
STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED)
- --------------------------------------------------------------------------------

NOVEMBER 30, 2000

ASSETS
Investment in The U.S. Equity Portfolio ("Portfolio"), at value $493,577
Receivable for Expense Reimbursements 12,235
-------------
TOTAL ASSETS 505,812
-------------
LIABILITIES
Accrued Expenses and Other Liabilities 30,461
-------------
TOTAL LIABILITIES 30,461
-------------
NET ASSETS
Applicable to 53,157 Shares of Beneficial Interest Outstanding
(par value $0.001, unlimited shares authorized) $475,351
=============
Net Asset Value, Offering and Redemption Price Per Share $8.94
=============
ANALYSIS OF NET ASSETS
Paid-in Capital $500,225
Undistributed Net Investment Income 261
Accumulated Net Realized Loss on Investment (6,149)
Net Unrealized Depreciation on Investment (18,986)
-------------
NET ASSETS $475,351
=============

6 The Accompanying Notes are an Integral Part of the Financial Statements.

J.P. MORGAN U.S. EQUITY FUND - ADVISOR SERIES
STATEMENT OF OPERATIONS (UNAUDITED)
- --------------------------------------------------------------------------------

FOR THE PERIOD SEPTEMBER 15, 2000 (COMMENCEMENT OF OPERATIONS)
THROUGH NOVEMBER 30, 2000

INVESTMENT INCOME
INCOME
Allocated Investment Income from Portfolio $ 768
Allocated Portfolio Expenses (229)
-------------
Investment Income 539
-------------
FUND EXPENSES
Registration Fees 11,042
Financial and Fund Accounting Services Fee 6,095
Transfer Agent Fees 4,914
Professional Fees 3,285
Printing Expenses 2,421
Shareholder Servicing Fee 175
Trustees' Fees and Expenses 124
Distribution Fee 120
Miscellaneous 2,323
-------------
Total Fund Expenses 30,499
Less: Reimbursement of Expenses (30,221)
-------------
Net Fund Expenses 278
-------------
NET INVESTMENT INCOME 261
-------------
REALIZED AND UNREALIZED GAIN (LOSS)
NET REALIZED LOSS ON INVESTMENT ALLOCATED FROM PORTFOLIO (6,149)
-------------
NET CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION)
INVESTMENT ALLOCATED FROM PORTFOLIO (18,986)
-------------
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS $(24,874)
=============

The Accompanying Notes are an Integral Part of the Financial Statements. 7

J.P. MORGAN U.S. EQUITY FUND - ADVISOR SERIES
STATEMENT OF CHANGES IN NET ASSETS (UNAUDITED)
- --------------------------------------------------------------------------------

FOR THE PERIOD SEPTEMBER 15, 2000 (COMMENCEMENT OF OPERATIONS)
THROUGH NOVEMBER 30, 2000

INCREASE IN NET ASSETS
FROM OPERATIONS
Net Investment Income $ 261
Net Realized Loss on Investment Allocated from Portfolio (6,149)
Net Change in Unrealized Appreciation (Depreciation)
on Investment Allocated from Portfolio (18,986)
-------------
Net Decrease in Net Assets Resulting from Operations (24,874)
-------------
TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST
Proceeds from Shares of Beneficial Interest Sold 500,225
-------------
Total Increase in Net Assets 475,351
-------------
NET ASSETS
Beginning of Period -
-------------
End of Period $475,351
=============
Undistributed Net Investment Income $261
=============
TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST
Shares of Beneficial Interest Sold 53,157
=============

8 The Accompanying Notes are an Integral Part of the Financial Statements.

J.P. MORGAN U.S. EQUITY FUND - ADVISOR SERIES
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

SELECTED DATA FOR A SHARE OUTSTANDING THROUGHOUT
THE PERIOD IS AS FOLLOWS:

FOR THE PERIOD
SEPTEMBER 15, 2000
(COMMENCEMENT OF
OPERATIONS) THROUGH
NOVEMBER 30, 2000
(UNAUDITED)

--------------------
NET ASSET VALUE, BEGINNING OF PERIOD $10.00
--------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income 0.00(a)(b)
Net Realized and Unrealized Gain (Loss) on Investment (1.06)
--------------------
Total From Investment Operations (1.06)
--------------------
NET ASSET VALUE, END OF PERIOD $8.94
====================
RATIOS AND SUPPLEMENTAL DATA
Total Return (10.60)%(c)
Net Assets, End of Period (in thousands) $475
Ratios to Average Net Assets
Net Expenses 1.05%(d)
Net Investment Income 0.56%(d)
Expenses without Reimbursement 1.18%(d)(e)

(a) Based on the average number of shares outstanding throughout the period. (b)
Less than $0.005 (c) Not annualized (d) Annualized (e) Reflects the ratio of
expenses without reimbursement to average net assets for the current period
adjusted for the effects of rounding due to a relatively low level of assets
from inception. The actual ratio of expenses without reimbursement to average
net assets for the current period was 65.71%.

The Accompanying Notes are an Integral Part of the Financial Statements. 9

J.P. MORGAN U.S. EQUITY FUND - ADVISOR SERIES
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
- --------------------------------------------------------------------------------

NOVEMBER 30, 2000

- --------------------------------------------------------------------------------
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION--J.P. Morgan U.S. Equity Fund - Advisor Series (the "Fund") is
a separate series of J.P. Morgan Funds, a Massachusetts business trust (the
"Trust") which was organized on November 4, 1992. The Trust is registered under
the Investment Company Act of 1940, as amended, as an open-end management
investment company. The Fund commenced operations on September 15, 2000.

The Fund invests all of its investable assets in The U.S. Equity Portfolio
(the "Portfolio"), a diversified open-end management investment company having
the same investment objective as the Fund. The value of such investment included
in the Statement of Assets and Liabilities reflects the Fund's proportionate
interest in the net assets of the Portfolio (less than 1% at November 30, 2000).
The performance of the Fund is directly affected by the performance of the
Portfolio. The financial statements of the Portfolio, including the Schedule of
Investments, are included elsewhere in this report and should be read in
conjunction with the Fund's financial statements.

The preparation of financial statements in accordance with accounting
principles generally accepted in the United States of America 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 Fund:

SECURITY VALUATION--Valuation of securities by the Portfolio is discussed in
Note 1 of the Portfolio's Notes to Financial Statements that are included
elsewhere in this report.

INVESTMENT INCOME--The Fund earns income, net of expenses, daily on its
investment in the Portfolio. All net investment income, realized and unrealized
gains and losses of the Portfolio are allocated pro-rata among the Fund and
other investors in the Portfolio at the time of such determination.

EXPENSES--Expenses incurred by the Trust with respect to any two or more
Funds in the Trust are allocated in proportion to the net assets of each Fund in
the Trust, except where allocations of direct expenses to each Fund can
otherwise be made fairly.

INCOME TAX STATUS--It is the Fund's policy to distribute all net investment
income and net realized gains to shareholders and to otherwise qualify as a
regulated investment company under the provisions of the Internal Revenue Code.
Accordingly, no provision has been made for federal or state income taxes.

DISTRIBUTIONS TO SHAREHOLDERS--Distributions to a shareholder are recorded
on the ex-dividend date. Distributions from net investment income are declared
and paid semi-annually. Distributions from net realized gains, if any, are paid
annually.

- --------------------------------------------------------------------------------
2. TRANSACTIONS WITH AFFILIATES

ADMINISTRATIVE SERVICES--The Trust has an Administrative Services Agreement
(the "Services Agreement") with Morgan Guaranty Trust Company of New York
("Morgan") under which Morgan is responsible for certain aspects of the
administration and operation of the Fund. Under the Services Agreement, the Fund
has agreed to pay Morgan a fee equal to its allocable share of an annual
complex-wide charge. This charge is calculated based on the aggregate average
daily net assets of the Trust and certain other registered investment companies
for which J.P. Morgan Investment Management, Inc. ("JPMIM") acts as investment
advisor in accordance with the following annual schedule: 0.09% on the first $7
billion of their aggregate average daily net assets and 0.04% of their aggregate
average daily net assets in excess of $7 billion less the complex-wide fees
payable to Funds Distributor, Inc. The portion of this charge payable by the
Fund is determined by the proportionate share that its net assets bear to the
net assets of the Trust and certain other investment companies for which Morgan
provides similar services.

Morgan has agreed to reimburse the Fund to the extent the total operating
expenses (excluding interest, taxes and extraordinary expenses) of the Fund,
including the expenses allocated to the Fund from the Portfolio, exceed 1.05% of
the Fund's average daily net assets through September 30, 2001.

ADMINISTRATION--The Trust has retained Funds Distributor, Inc. ("FDI"), a
registered broker-dealer, to serve as the co-administrator and distributor for
the Fund. Under a Co-Administration Agreement between FDI and the Trust, FDI
provides administrative services necessary for the operations of the Fund,
furnishes office space and facilities required for conducting the business of
the Fund and pays the compensation of the Fund's officers affiliated with FDI.
The Fund has agreed to pay FDI fees equal to its allocable share of an annual
complex-wide charge of $425,000 plus FDI's out-of-pocket expenses. The portion
of this charge payable by the Fund is determined by the proportionate share that
its net assets bear to the net assets of the Trust and certain other investment
companies for which FDI provides similar services.

J.P. MORGAN U.S. EQUITY FUND - ADVISOR SERIES
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
- --------------------------------------------------------------------------------
(Continued)
NOVEMBER 30, 2000

- --------------------------------------------------------------------------------
2. TRANSACTIONS WITH AFFILIATES (CONTINUED)

SHAREHOLDER SERVICING--The Trust has a Shareholder Servicing Agreement with
Morgan under which Morgan provides account administration and personal account
maintenance service to Fund shareholders. The agreement provides for the Fund to
pay Morgan a fee for these services that is computed daily and paid monthly at
an annual rate of 0.05% of the average daily net assets of the Fund.

DISTRIBUTION PLAN--The Trust, on behalf of the Fund, has a Distribution Plan
with respect to services related to distributing fund shares, which authorizes
it to compensate certain financial institutions, securities dealers, and other
industry professionals that have entered into written agreements with the Fund
in respect to these services. The agreement provides for the Fund to pay a fee
for these services which is computed daily and paid monthly at an annual rate
not to exceed 0.25% of the value of the average daily net assets of the Fund.
The amount paid to such institutions is based on the daily value of shares owned
by their clients.

SERVICE PLAN--The Trust on behalf of the Fund has a Service Plan with
respect to fund shares which authorizes it to compensate Service Organizations
for providing account administration and other services to their customers who
are beneficial owners of such shares. The Fund will enter into agreements with
Service Organizations that purchase shares on behalf of their customers
("Service Agreements"). The Service Agreements provide that the Fund pay Service
Organizations a fee which is computed daily and paid monthly at an annual rate
of up to 0.25% of the average daily net assets of the Fund with respect to the
shares of the Fund attributable to or held in the name of the Service
Organization for its customers.

FUND SERVICES--The Trust has a Fund Services Agreement with Pierpont Group,
Inc. ("PGI") to assist the Trustees in exercising their overall supervisory
responsibilities for the Trust's affairs. The Trustees of the Trust represent
all the existing shareholders of PGI.

TRUSTEES--Each Trustee receives an aggregate annual fee of $75,000 for
serving on the boards of the Trust, the J.P. Morgan Funds, the J.P. Morgan
Institutional Funds, and other registered investment companies in which they
invest. The Trustees' fees and expenses shown in the financial statements
represent the Fund's allocated portion of the total Trustees' fees and expenses.
The Trust's Chairman and Chief Executive Officer also serves as Chairman of PGI
and receives compensation and employee benefits from PGI. There was no allocated
portion of such compensation and benefits.

- --------------------------------------------------------------------------------
3. BANK LOANS

The Fund may borrow money for temporary or emergency purposes, such as
funding shareholder redemptions. Effective May 23, 2000, the Fund, along with
certain other Funds managed by JPMIM, entered into a $150,000,000 bank line of
credit agreement with DeutscheBank. Borrowings under the agreement will bear
interest at approximate market rates. A commitment fee is charged at an annual
rate of 0.085% on the unused portion of the committed amount.

- --------------------------------------------------------------------------------
4. CONCENTRATIONS OF RISK

From time to time, the Fund may have a concentration of several shareholders
holding a significant percentage of shares outstanding. Investment activities of
these shareholders could have a material impact on the Fund.

- --------------------------------------------------------------------------------
5. SUBSEQUENT EVENTS

The merger of J.P. Morgan & Co. Incorporated, the former parent company of
the Fund's adviser, J.P. Morgan Investment Management, Inc. ("JPMIM"), with and
into The Chase Manhattan Corporation was consummated on December 31, 2000. J.P.
Morgan Chase & Co. will be the new parent company of JPMIM, which will
continue to serve as the Fund's adviser.

THE U.S. EQUITY PORTFOLIO
Semi-annual Report November 30, 2000

(The following pages should be read in conjunction with J.P. Morgan U.S. Equity
Fund - Advisor Series Semi-annual Financial Statements)

THE U.S. EQUITY PORTFOLIO
SCHEDULE OF INVESTMENTS (UNAUDITED)
- --------------------------------------------------------------------------------

NOVEMBER 30, 2000

SHARES VALUE
- -----------------------------------------------------------------------------------------

COMMON STOCKS - 96.1%
CAPITAL MARKETS - 2.5%
SECURITIES & ASSET MANAGEMENT - 2.5%
119,700 Goldman Sachs Group, Inc. (The) $ 9,830,363
253,400 TD Waterhouse Group, Inc.(+) 3,357,550
--------------------------
13,187,913
--------------------------
COMPUTER HARDWARE - 10.0%
COMPUTER HARDWARE & BUSINESS MACHINES - 10.0%
7,300 Avaya Inc.(+) 85,319
414,800 Cisco Systems Inc.(s)(+) 19,858,550
232,400 Compaq Computer Corp. 4,996,600
47,100 Dell Computer Corp.(+) 906,675
104,500 EMC Corp. (Mass.)(+) 7,772,188
69,600 Hewlett-Packard Co. 2,201,100
202,500 Quantum Corp. - DLT & Storage Systems(+) 2,733,750
186,900 Sun Microsystems, Inc.(s)(+) 14,216,081
--------------------------
52,770,263
--------------------------
CONSUMER CYCLICAL - 2.6%
HOTELS - 0.5%
58,700 Marriott International, Inc. 2,432,381
--------------------------
MOTOR VEHICLES & PARTS - 1.8%
66,400 Dana Corp. 1,112,200
167,500 Delphi Automotive Systems 2,313,594
93,492 Ford Motor Company 2,126,943
23,800 General Motors Corp. 1,178,100
129,800 Lear Corp.(+) 2,839,375
--------------------------
9,570,212
--------------------------
RESTAURANTS - 0.3%
57,000 McDonald's Corp. 1,816,875
--------------------------
13,819,468
--------------------------
CONSUMER SERVICES - 2.9%
ENTERTAINMENT - 0.7%
76,900 Viacom, Inc. Cl B(+) 3,931,512
--------------------------
MEDIA - 2.2%
104,200 AT&T Corp. - Liberty Media Group Cl A(+) 1,413,213
40,758 Charter Communications, Inc.(+) 804,971
93,800 Comcast Corp. Cl A(+) 3,605,438
106,400 News Corp. Ltd. (The) ADR(i) 3,710,699
27,700 Time Warner Inc. 1,717,400
--------------------------
11,251,721
--------------------------
15,183,233
--------------------------
CONSUMER STABLE - 6.1%
HOME PRODUCTS - 4.0%
52,800 Clorox Company 2,359,500
62,700 Estee Lauder Companies, Inc. 2,715,694

SHARES VALUE
- -----------------------------------------------------------------------------------------

153,400 Gillette Company $ 5,196,425
142,000 Procter & Gamble Co. (The) 10,632,250
--------------------------
20,903,869
--------------------------
TOBACCO - 2.1%
295,300 Philip Morris Companies Inc. 11,276,769
--------------------------
32,180,638
--------------------------
ENERGY - 6.1%
ENERGY RESERVES & PRODUCTION - 4.7%
44,500 Anadarko Petroleum Corp. 2,647,750
37,900 Chevron Corp. 3,103,063
217,548 Exxon Mobil Corp.(s) 19,144,223
--------------------------
24,895,036
--------------------------
OIL REFINING - 0.3%
24,100 Texaco Inc. 1,399,306
--------------------------
OIL SERVICES - 1.1%
109,900 Baker Hughes Inc. 3,633,569
108,600 Global Marine Inc.(+) 2,382,413
--------------------------
6,015,982
--------------------------
32,310,324
--------------------------
FINANCE - 11.4%
BANKS - 4.1%
223,100 Amsouth Bancorporation 3,318,613
81,566 Citigroup Inc. 4,063,006
103,000 First Union Corp. 2,587,875
608,000 Firstar Corp.(s) 11,780,000
--------------------------
21,749,494
--------------------------
FINANCIAL SERVICES - 6.8%
219,900 Associates First Capital Corp. 7,765,219
69,900 Capital One Financial Corp. 3,901,294
95,900 Countrywide Credit Industries, Inc. 3,560,288
43,100 Federal Home Loan Mortgage Corp. 2,604,856
331,700 General Electric Co. (U.S.)(s) 16,439,880
14,700 Providian Financial Corp. 1,323,000
--------------------------
35,594,537
--------------------------
THRIFTS - 0.5%
56,300 Washington Mutual, Inc. 2,558,131
--------------------------
59,902,162
--------------------------
HEALTH SERVICES & SYSTEMS - 1.5%
MEDICAL PRODUCTS & SUPPLIES - 1.5%
38,700 Bard (C.R.), Inc. 1,905,975
89,100 Becton Dickinson & Co. 3,029,400
53,200 Medtronic, Inc. 2,832,900
--------------------------
7,768,275
--------------------------
INDUSTRIAL CYCLICAL - 10.0%
CHEMICALS - 2.0%
205,300 Air Products & Chemicals, Inc. 7,070,019

The Accompanying Notes are an Integral Part of the Financial Statements. 13

THE U.S. EQUITY PORTFOLIO
SCHEDULE OF INVESTMENTS (UNAUDITED)
- --------------------------------------------------------------------------------
(Continued)
NOVEMBER 30, 2000

SHARES VALUE
- -----------------------------------------------------------------------------------------

112,700 Rohm and Haas Co. $ 3,352,825
-------------------------
10,422,844
-------------------------
DEFENSE/AEROSPACE - 0.7%
74,600 Honeywell Inc. 3,636,750
-------------------------
ELECTRICAL EQUIPMENT - 2.2%
36,000 Corning Inc. 2,106,000
9,900 Corvis Corp.(+) 285,244
100,200 Level 3 Communications, Inc.(+) 2,692,875
142,400 Nortel Networks Corp. 5,375,600
12,500 QUALCOMM Inc.(+) 1,003,125
-------------------------
11,462,844
-------------------------
ENVIRONMENTAL SERVICES - 0.6%
139,757 Waste Management, Inc. 3,345,433
-------------------------
HEAVY ELECTRICAL EQUIPMENT - 0.6%
71,600 Cooper Industries, Inc. 2,922,175
-------------------------
INDUSTRIAL PARTS - 2.7%
281,092 Tyco International Ltd.(i)(s) 14,827,602
-------------------------
MINING & METALS - 0.7%
61,764 Alcoa Inc. 1,740,973
110,186 Allegheny Technologies Inc. 2,189,947
-------------------------
3,930,920
-------------------------
RAILROADS - 0.5%
51,900 Union Pacific Corp. 2,413,350
-------------------------
52,961,918
-------------------------
INSURANCE - 4.9%
LIFE & HEALTH INSURANCE - 1.8%
45,100 CIGNA Corp. 5,941,925
118,600 MetLife, Inc.(+) 3,513,525
-------------------------
9,455,450
-------------------------
PROPERTY AND CASUALTY INSURANCE - 3.1%
137,800 Allstate Corp. 5,270,850
83,400 Ambac Financial Group, Inc. 6,369,675
57,300 XL Capital Ltd. Cl A(i) 4,573,256
-------------------------
16,213,781
-------------------------
25,669,231
-------------------------
PHARMACEUTICALS - 11.3%
DRUGS - 11.3%
125,200 Alza Corp.(+) 5,555,750
62,300 American Home Products Corp. 3,745,788
61,700 Bristol-Myers Squibb Co. 4,276,581
88,500 Lilly (Eli) & Co. 8,291,344
64,900 Merck & Co., Inc. 6,015,419
269,800 Pfizer, Inc.(s) 11,955,512
181,675 Pharmacia Corp. 11,082,175
153,600 Schering-Plough Corp. 8,611,200
-------------------------
59,533,769
-------------------------

SHARES VALUE
- -----------------------------------------------------------------------------------------

RETAIL - 5.0%
CLOTHING STORES - 1.5%
102,400 Abercrombie & Fitch Co. Cl A(+) $ 2,137,600
110,400 Gap, Inc. (The) 2,753,100
110,300 TJX Companies, Inc. (The) 2,826,438
--------------------------
7,717,138
--------------------------
DEPARTMENT STORES - 1.9%
110,000 Target Corp. 3,306,875
136,800 Wal-Mart Stores, Inc. 7,139,249
--------------------------
10,446,124
--------------------------
SPECIALTY STORES - 1.6%
56,100 Best Buy Co., Inc.(+) 1,444,575
175,300 Home Depot, Inc. 6,869,569
--------------------------
8,314,144
--------------------------
26,477,406
--------------------------
SEMICONDUCTORS - 4.4%
SEMICONDUCTORS - 4.4%
39,500 Altera Corp.(+) 945,531
6,200 Broadcom Corp.(+) 604,500
243,500 Intel Corp.(s) 9,268,219
2,400 Lattice Semiconductor Corp.(+) 39,900
36,700 Linear Technology Corp.(+) 1,736,369
35,000 Maxim Integrated Products, Inc.(+) 1,785,000
55,000 Micron Technology, Inc.(+) 1,732,500
17,200 SDL, Inc.(+) 3,126,100
59,500 Texas Instruments Inc. 2,220,094
40,000 Xilinx, Inc.(+) 1,560,000
--------------------------
23,018,213
--------------------------
SOFTWARE & SERVICES - 9.0%
COMPUTER SOFTWARE - 7.7%
40,200 BEA Systems, Inc.(+) 2,354,213
85,100 Gemstar International Group Ltd.(+) 3,462,506
23,800 International Business Machines Corp. 2,225,300
276,000 Microsoft Corp.(s)(+) 15,835,500
160,400 NCR Corp.(+) 7,578,900
141,400 Oracle Corp.(+) 3,747,100
135,200 Parametric Technology Corp.(+) 1,504,100
41,078 Veritas Software Corp.(+) 4,007,672
--------------------------
40,715,291
--------------------------
INTERNET - 1.3%
21,900 Akamai Technologies, Inc.(+) 629,625
61,800 America Online, Inc.(+) 2,509,698
380,400 E*trade Group Inc.(+) 3,043,200
18,000 eBay Inc.(+) 617,625
--------------------------
6,800,148
--------------------------
47,515,439
--------------------------

14 The Accompanying Notes are an Integral Part of the Financial Statements.

THE U.S. EQUITY PORTFOLIO
SCHEDULE OF INVESTMENTS (UNAUDITED)
- --------------------------------------------------------------------------------
(Continued)
NOVEMBER 30, 2000

SHARES/PRINCIPAL AMOUNT VALUE
- -----------------------------------------------------------------------------------------

TELECOMMUNICATIONS - 5.1%
TELEPHONE - 4.2%
109,290 Qwest Communications International Inc.(+) $ 4,125,698
189,600 SBC Communications Inc.(s) 10,416,149
103,300 Verizon Communications 5,804,169
113,450 WorldCom, Inc.(+) 1,694,659
-------------------------
22,040,675
-------------------------
WIRELESS TELECOMMUNICATIONS - 0.9%
72,500 Nextel Communications, Inc.(+) 2,247,500
114,600 Sprint Corp. (PCS Group)(+) 2,599,988
-------------------------
4,847,488
-------------------------
26,888,163
-------------------------
UTILITIES - 3.3%
ELECTRICAL UTILITY - 3.3%
95,100 Ameren Corp. 4,220,062
70,900 C P & L Energy Inc. 3,061,994
72,800 DTE Energy Company 2,761,850
68,300 Dynegy Inc. Cl A 3,022,275
100,200 Entergy Corp. 4,120,725
-------------------------
17,186,906
-------------------------
TOTAL COMMON STOCKS 506,373,321
-------------------------
(Cost $426,829,334)

SHORT-TERM INVESTMENTS - 3.9%
INVESTMENT COMPANIES - 3.4%
18,245,417 J.P. Morgan Institutional Prime Money
Market Fund(a) 18,245,416
-------------------------
U.S. TREASURY SECURITIES - 0.5%
$2,450,000 U.S. Treasury Notes, 5.25%, 5/31/01(s) 2,438,510
-------------------------
TOTAL SHORT-TERM INVESTMENTS 20,683,926
-------------------------
(Cost $20,676,924)
TOTAL INVESTMENT SECURITIES - 100.0% $527,057,247
=========================
(Cost $447,506,258)

FUTURES CONTRACTS
UNDERLYING
FACE AMOUNT UNREALIZED
PURCHASED EXPIRATION DATE AT VALUE DEPRECIATION
- --------------------------------------------------------------------------------

45 S&P 500 Index December 2000 $14,866,875 $(1,006,998)
======================================

ADR - American Depositary Receipt
(a) Money Market mutual fund registered under the Investment Company Act
of 1940, as amended, and advised by J.P. Morgan Investment Management, Inc.
(i) Foreign security
(s) Security is fully or partially segregated with custodian as collateral for
futures
or with brokers as initial margin for futures contracts.
(+) Non-income producing security.

The Accompanying Notes are an Integral Part of the Financial Statements. 15

THE U.S. EQUITY PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED)
- --------------------------------------------------------------------------------

NOVEMBER 30, 2000

ASSETS
Investments at Value (Cost $447,506,258) $527,057,247
Cash 844,092
Dividend and Interest Receivable 659,002
Prepaid Trustees' Fees and Expenses 5,536
Prepaid Expenses and Other Assets 2,558
----------------
TOTAL ASSETS 528,568,435
----------------
LIABILITIES
Advisory Fee Payable 183,688
Variation Margin Payable 155,250
Administrative Service Fees Payable 10,894
Administration Fee Payable 621
Fund Services Fee Payable 373
Accrued Expenses and Other Liabilities 83,742
----------------
TOTAL LIABILITIES 434,568
----------------
NET ASSETS
Applicable to Investors' Beneficial Interests $528,133,867
================

16 The Accompanying Notes are an Integral Part of the Financial Statements.

THE U.S. EQUITY PORTFOLIO
STATEMENT OF OPERATIONS (UNAUDITED)
- --------------------------------------------------------------------------------

FOR THE SIX MONTHS ENDED NOVEMBER 30, 2000

INVESTMENT INCOME
INCOME
Dividend Income (Net of Foreign Withholding Tax of $2,313) $ 3,149,536
Interest Income 383,715
Dividend Income from Affiliated Investments
(includes reimbursement from affiliate of $6,496) 9,096
-------------
Investment Income 3,542,347
-------------
EXPENSES
Advisory Fee 1,223,277
Custodian Fees and Expenses 82,972
Administrative Services Fee 73,354
Professional Fee 22,417
Printing Expenses 4,590
Fund Services Fee 4,344
Trustees' Fees and Expenses 2,985
Administration Fee 1,862
Miscellaneous 833
-------------
Total Expenses 1,416,634
-------------
NET INVESTMENT INCOME 2,125,713
-------------
REALIZED AND UNREALIZED GAIN (LOSS)
NET REALIZED GAIN (LOSS) ON
Investment Transactions 8,768,267
Futures Contracts (826,470)
-------------
Net Realized Gain 7,941,797
-------------
NET CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) ON
Investments (28,810,550
Futures Contracts (1,014,979)
-------------
Net Change in Unrealized Appreciation (Depreciation) (29,825,529)
-------------
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS $(19,758,019)
=============

The Accompanying Notes are an Integral Part of the Financial Statements. 17

THE U.S. EQUITY PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------

FOR THE SIX MONTHS ENDED NOVEMBER 30, 2000 (UNAUDITED)
AND THE YEAR ENDED MAY 31, 2000

DECREASE IN NET ASSETS NOVEMBER 30, 2000 MAY 31, 2000
FROM OPERATIONS

Net Investment Income $ 2,125,713 $ 6,243,239
Net Realized Gain on Investment and Futures Transactions 7,941,797 38,139,068
Net Change in Unrealized Appreciation on
Investments and Futures Contracts. (29,825,529) (24,780,825)
------------------- ------------------
Net Increase (Decrease) in Net Assets
Resulting from Operations (19,758,019) 19,601,482
------------------- ------------------
TRANSACTIONS IN INVESTORS' BENEFICIAL INTERESTS
Contributions 35,551,555 207,425,150
Withdrawals (115,879,052) (318,237,694)
------------------- ------------------
Net Decrease from Transactions in Investors'
Beneficial Interests (80,327,497) (110,812,544)
------------------- ------------------
Total Decrease in Net Assets (100,085,516) (91,211,062)
------------------- ------------------
NET ASSETS
Beginning of Period 628,219,383 719,430,445
------------------- ------------------
End of Period $528,133,867 $628,219,383
=================== ==================

SUPPLEMENTARY DATA
FOR THE SIX
MONTHS ENDED FOR THE YEARS ENDED MAY 31
NOVEMBER 30, 2000 ------------------------------------------------------------
(UNAUDITED) 2000 1999 1998 1997 1996
------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS

Net Expenses 0.47%(a) 0.46% 0.47% 0.47% 0.47% 0.46%
Net Investment Income 0.70%(a) 0.90% 1.03% 1.01% 1.44% 2.20%
Portfolio Turnover 38%(b) 89% 84% 106% 99% 85%

(a) Annualized
(b) Not annualized

18 The Accompanying Notes are an Integral Part of the Financial Statements.

THE U.S. EQUITY PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
- --------------------------------------------------------------------------------

NOVEMBER 30, 2000

- --------------------------------------------------------------------------------
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION--The U.S. Equity Portfolio (the "Portfolio") is registered
under the Investment Company Act of 1940, as amended, as a no-load, diversified,
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 July 19,
1993. The Portfolio's investment objective is to provide a high total return
from a portfolio of selected equity securities. The Declaration of Trust permits
the Trustees to issue an unlimited number of beneficial interests in the
Portfolio.

SECURITY VALUATIONS--Securities traded on principal securities exchanges are
valued at the last reported sales price, or mean of the latest bid and asked
prices when no last sales price is available. Securities traded over-the-counter
and certain foreign securities are valued at the quoted bid price from a market
maker or dealer. When valuations are not readily available, securities are
valued at fair value as determined in accordance with procedures adopted by the
Trustees. All short-term securities, with a remaining maturity of sixty days or
less are valued using the amortized cost method.

SECURITY TRANSACTIONS--Security transactions are accounted for as of the
trade date. Realized gains and losses are determined on the identified cost
basis, which is also used for federal income tax purposes.

INVESTMENT INCOME--Dividend income less foreign taxes withheld (if any) is
recorded as of the ex-dividend date or as of the time that the relevant
ex-dividend and amount becomes known. Interest income is recorded on the accrual
basis and includes accretion of discounts and amortization of premiums.

FUTURES CONTRACTS--The Portfolio may enter into futures contracts in order
to hedge existing portfolio securities, or securities the Portfolio intends to
purchase, against fluctuations in value caused by changes in prevailing market
interest rates or securities movements and to manage exposure to changing
interest rates and securities prices. The risks of entering into futures
contracts include the possibility that the change in value of the contract may
not correlate with the changes in value of the underlying securities. Upon
entering into a futures contract, the Portfolio is required to deposit either
cash or securities in an amount equal to a certain percentage of the contract
value (initial margin). Subsequent payments (variation margin) are made or
received daily, in cash, by the Portfolio. The variation margin is equal to the
daily change in the contract value and is recorded as unrealized gain or loss.
The Portfolio will recognize a gain or loss when the contract is closed or
expires.

INCOME TAX STATUS--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.

- --------------------------------------------------------------------------------
2. TRANSACTIONS WITH AFFILIATES

ADVISORY--The Portfolio has an Investment Advisory Agreement with J.P.
Morgan Investment Management, Inc. ("JPMIM"), an affiliate of Morgan Guaranty
Trust Company of New York ("Morgan") and a wholly owned subsidiary of J.P.
Morgan & Co. Incorporated ("J.P. Morgan"). Under the terms of the agreement, the
Portfolio pays JPMIM at an annual rate of 0.40% of the Portfolio's average
daily net assets.

The Portfolio may invest in one or more affiliated money market funds: J.P.
Morgan Institutional Prime Money Market Fund, J.P. Morgan Institutional Tax
Exempt Money Market Fund, J.P. Morgan Institutional Federal Money Market Fund
and J.P. Morgan Institutional Treasury Money Market Fund. The Advisor has agreed
to reimburse its advisory fee from the Portfolio in an amount to offset any
investment advisory, administrative fee and shareholder servicing fees related
to a Portfolio investment in an affiliated money market fund. The amount listed
on the Statement of Operations as Dividend Income from Affiliated Investment is
the amount the Fund earned.

ADMINISTRATIVE SERVICES--The Portfolio has an Administrative Services
Agreement (the "Services Agreement") with Morgan under which Morgan is
responsible for certain aspects of the administration and operation of the
Portfolio. Under the Services Agreement, the Portfolio has agreed to pay Morgan
a fee equal to its

THE U.S. EQUITY PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
- --------------------------------------------------------------------------------
(Continued)
NOVEMBER 30, 2000

- --------------------------------------------------------------------------------
2. TRANSACTIONS WITH AFFILIATES (CONTINUED)

allocable share of an annual complex-wide charge. This charge is calculated
based on the aggregate average daily net assets of the Portfolio and certain
other registered investment companies for which JPMIM acts as investment advisor
in accordance with the following annual schedule: 0.09% on the first $7 billion
of their aggregate average daily net assets and 0.04% of their aggregate average
daily net assets in excess of $7 billion less the complex-wide fees payable to
Funds Distributor, Inc. The portion of this charge payable by the Portfolio is
determined by the proportionate share that its net assets bear to the net assets
of the Trust and certain other investment companies for which Morgan provides
similar services.

ADMINISTRATION--The Portfolio has retained Funds Distributor, Inc. ("FDI"),
a registered broker-dealer, to serve as the co-administrator and distributor for
the Fund. Under a Co-Administration Agreement between FDI and the Portfolio, FDI
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 FDI. The Portfolio has agreed to pay FDI fees equal to its allocable share
of an annual complex-wide charge of $425,000 plus FDI's out-of-pocket expenses.
The portion of this charge payable by the Portfolio is determined by the
proportionate share that its net assets bear to the net assets of the Trust and
certain other investment companies for which FDI provides similar services.

FUND SERVICES--The Portfolio has a Fund Services Agreement with Pierpont
Group, Inc. ("PGI") 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 PGI.

TRUSTEES--Each Trustee receives an aggregate annual fee of $75,000 for
serving on the boards of the Portfolio, the J.P. Morgan Funds, the J.P. Morgan
Institutional Funds, and other registered investment companies in which they
invest. The Trustees' fees and expenses shown in the financial statements
represent the Fund's allocated portion of the total Trustees' fees and expenses.
The Trust's Chairman and Chief Executive Officer also serves as Chairman of PGI
and receives compensation and employee benefits from PGI. The allocated portion
of such compensation and benefits included in the Fund Services Fee shown on the
Statement of Operations was $800.

- --------------------------------------------------------------------------------
3. INVESTMENT TRANSACTIONS

During the six months ended November 30, 2000, the Portfolio purchased
$226,149,460 of investment securities and sold $342,282,348 of investment
securities other than U.S. government securities and short-term investments.

- --------------------------------------------------------------------------------
4. CREDIT AGREEMENT

The Portfolio is party to a revolving line of credit agreement (the
"Agreement") as discussed more fully in Note 3 of the Fund's Notes to the
Financial Statements, which are included elsewhere in this report.

- --------------------------------------------------------------------------------
5. SUBSEQUENT EVENTS

[back cover]

J.P. MORGAN FUNDS - ADVISOR SERIES
Disciplined Equity Fund
---------------------------------------------------------------------
International Equity Fund
---------------------------------------------------------------------
International Opportunities Fund
---------------------------------------------------------------------
U.S. Small Company Fund
---------------------------------------------------------------------
U.S. Small Company Opportunities Fund
---------------------------------------------------------------------
U.S. Equity Fund
---------------------------------------------------------------------
Diversified Fund
---------------------------------------------------------------------
Bond Fund
---------------------------------------------------------------------
For more information on the J.P. Morgan
Funds - Advisor Series, call
J.P. Morgan Funds Services at (800) 766-7722.
---------------------------------------------------------------------

Morgan Guaranty Trust Company MAILING
500 Stanton Christiana Road INFORMATION
Newark, Delaware 19713-2107

IN-SAN-24245 0101