J.P. Morgan Institutional
                       Tax Exempt Money Market Fund

                              Annual Report
                           November 30, 2000

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

January 8, 2001

Dear Shareholder,

    We are pleased to report that the J.P. Morgan Institutional Tax Exempt Money
Market Fund  outperformed its peer group, as measured by the Lipper
Institutional Tax Exempt Money Market Funds Average, for the 12 months ended
November 30, 2000. The Fund provided a total return of 3.93% for the fiscal
year, while its peer group had a return of 3.79%.

    The Fund maintained a stable net asset value of $1.00 throughout the fiscal
year. On November 30, 2000, the net assets of the Fund were approximately $1
billion, while the net assets of the Tax Exempt Money Market Portfolio, in which
the Fund invests, amounted to approximately $3.1 billion. During the fiscal
period, dividends of approximately $0.04 per share were paid from ordinary
income, all of which is exempt from federal income tax.

    On the pages that follow, The Tax Exempt Money Market Portfolio's lead
portfolio manager, Abigail J. Feder, discusses the fixed-income market in
detail. Abigail explains the factors that influenced investment performance
during the fiscal year, and provides insight in regard to positioning the
Portfolio for  the coming months.

    As chairman and president of Asset Management Services, we appreciate your
investment in the Fund. If 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


                                                                            1


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

EXAMINING PERFORMANCE

    One way to look at performance 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).

PERFORMANCE


                                                                 TOTAL              AVERAGE ANNUAL
                                                                RETURNS              TOTAL RETURNS
                                                              -----------   -------------------------------
                                                                  ONE          THREE      FIVE         TEN
                                                                 YEAR          YEARS      YEARS      YEARS*
                                                                                         
AS OF NOVEMBER 30, 2000
J.P. Morgan Institutional Tax Exempt Money Market Fund           3.93%         3.46%      3.42%       3.26%
Lipper Institutional Tax Exempt Money Market Funds Average**     3.79%         3.31%      3.31%       3.21%

AS OF SEPTEMBER 30, 2000
J.P. Morgan Institutional Tax Exempt Money Market Fund           3.79%         3.42%      3.40%       3.28%
Lipper Institutional Tax Exempt Money Market Funds Average**     3.64%         3.28%      3.29%       3.23%

* The Fund commenced operations on July 12, 1993. Performance prior to July,
1993 is the performance of the J.P. Morgan Tax Exempt Money Market Fund, a
separate feeder fund investing in the same master portfolio, which had a higher
expense ratio.

**  Describes the average annual 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 and assume the reinvestment of distributions, and reflect reimbursement of
certain fund and portfolio expenses as described in the prospectus. Had the
expenses not been subsidized returns would have been lower. The 7-day yield more
closely reflects the current earnings of the money market fund than the total
return quotation.


2


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

[photo of Abigail J. Feder]

    The following is an interview with ABIGAIL J. FEDER, vice president and
member of the portfolio management team  for The Tax Exempt Money Market
Portfolio, in which  the Fund invests. Abigail is head of the short-term and tax
aware product group, and specializes  in short-term taxable and tax-aware fixed
income strategies. She became a J.P. Morgan Investment Management employee in
2000, after 14 years  with Morgan Stanley Dean Witter Investment Management
(MSDW) where she was responsible  for managing short-term fixed income
portfolios. Within this capacity, she managed both taxable and tax-aware
portfolios, investing in a broad range of fixed income instruments across much
of the yield curve. She was a senior member of the MSDW  corporate team
representing the asset-backed security sector. Prior to her work as a portfolio
manager,  she held an analyst position within Morgan Stanley's investment
banking division. Abigail holds a B.A. from Vassar College. This interview was
conducted  on December 11, 2000, and represents Abigail's  views on that date.

WHAT HAPPENED IN THE TAX-EXEMPT BOND MARKET FOR THE YEAR ENDED NOVEMBER 30,
2000?

     Yields in the municipal money market sector were volatile near the end of
1999 as risk-averse dealers sold down their inventories, and were reluctant to
hold large positions over year-end. In both the taxable and tax-exempt markets,
many issuers pushed  up issuance and extended maturities out into late
January/early February to avoid potential year-end complications. The Federal
Reserve interest rate increase in November pushed short-term tax-exempt yields
higher in sympathy with their taxable counterparts. In addition, concerns that
Y2K might affect the availability of investments over the year-end caused  a
great deal of speculation and positioning leading  up to December 31, 1999.

    During the first few months of 2000, the explosive combination of very
strong economic growth, the continued tightening of monetary policy by the
Federal Reserve, and the U.S. Treasury's announcement that it would begin
repurchasing outstanding long Treasury bonds wreaked havoc in the fixed income
markets. Despite the inversion in the Treasury yield curve, the AAA tax-exempt
yield curve remained upwardly sloped, albeit slightly flatter than in December.
Variable rate demand notes were relatively expensive because January
coupon-related buying was prolonged into the beginning of the  calendar year by
lower note and derivative issuance.

    In April, investors sold securities to meet income tax obligations, causing
larger than expected redemptions in the municipal market. The increased supply
caused yields--particularly for variable municipals-- to widen dramatically.
Furthermore, investors were slower to come back to the market than they had been
in previous years. By the end of June, and continuing through July, the
municipal sector became introspective as rates dropped as much as two percentage
points. Most state and local governments have June fiscal year ends; laws
prohibit these entities from having their short-term notes mature over the
fiscal year end. Therefore, the market experiences a significant decrease in
notes outstanding each June. Once June was over, the supply began to build again
as governments reissued notes. As usual, the summer activity culminated in
August when the state of Texas issued its tax and revenue notes in the amount of
$3.9 billion, helping liquidity in the market.

    September, often a difficult month for municipals, had a more intense
imbalance in supply and demand than history dictated as corporations took more
money out of the tax-exempt market to pay taxes. In response, interest rates on
variable securities increased radically. Eventually, daily variables peaked at
6.2% and weeklies at 5.7%. A month later, yields dropped to more normal levels
with dailies falling 1.5% to 4.7%. In November, the municipal bond market's
supply/demand dynamics improved and liquidity became much better.

HOW DID YOU MANAGE THE PORTFOLIO DURING THE YEAR?

    We sought to maximize yield while insuring  liquidity within the tax-exempt
market's seasonal


                                                                              3


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

fluctuations of supply and demand. The supply  of securities in the
municipal money market sector  follows a certain pattern, causing ebb and flow
based largely on investor demand and the available supply. This in turn causes
volatility in short municipal rates. We managed the Portfolio throughout the
year to take advantage of attractive yields in different portions of the curve,
and to position the Portfolio with the appropriate weighted average
maturity--all while providing investors adequate liquidity. At the beginning of
the fiscal year, the Portfolio held approximately 60% of its assets in variable
rate securities to insure that we had adequate liquidity as we entered Y2K. This
was a period during which variable rate securities were extremely attractive and
thus an added benefit for our investors.

    As 2000 unfolded, we looked for opportunities  to lock in yield further out
on the money market curve, and to migrate to a longer weighted average maturity
(WAM). April arrived with considerable outflows in municipal
securities--creating a sizeable increase in variable rates and inverting the
curve.  We positioned the Portfolio to take advantage of the inversion through
the end of the month and into May. The majority of our tax-exempt note positions
matured in late June, leading us to reduce both the allocation to notes and the
weighted average maturity of the Portfolio. Not until August, when the state  of
Texas issued $3.9 billion in tax and revenue notes, did we find opportunities to
position the portfolio with a longer WAM. In September, when variable rate
securities were very inexpensive, we took advantage of the opportunity to add
value by increasing our allocation to this sector.

    We continued to increase the maturity of the Portfolio toward the end of the
fiscal year so we would be well-positioned to take advantage of the drop in
variable rates. We ended November with  18% allocated to notes, and 11% in
tax-exempt commercial paper. With more than 20% of the Portfolio locked into
issues with fixed interest rates, we are cushioned from some of the volatility
in the prices  of variable securities, which have their coupons reset on a daily
or weekly basis.

WHAT IS THE OUTLOOK FOR THE NEXT FEW MONTHS?

    We expect the usual patterns of supply and demand to continue. Rates
typically drop at the start of a new year, and we plan to extend the Portfolio
as we find opportunity. Currently, we have a weighted average maturity of 40
days, leaving us room to roll down the curve and still hold onto attractive
yields.

4

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

INVESTMENT OBJECTIVE

    J.P. Morgan Institutional Tax Exempt Money Market Fund seeks to maximize
current income that is exempt from federal income tax consistent with the
preservation of capital and same-day liquidity. It  is designed for investors
who seek to preserve capital and earn current income exempt from federal income
tax.

- --------------------------------------------------------------------------------
    Inception Date:  7/12/1993
- --------------------------------------------------------------------------------
    Fund Net Assets as of 11/30/2000:
      $1,005,383,123
- --------------------------------------------------------------------------------
    Portfolio Net Assets as of 11/30/2000:
      $3,068,738,731
- --------------------------------------------------------------------------------
    Dividend Payable Dates:  MONTHLY
- --------------------------------------------------------------------------------
    Capital Gain Payable Dates
      (if applicable):  12/13/2000

EXPENSE RATIOS

    The Fund's current annual expense ratio of  0.20% 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]

                                             
Variable Rate Demand Notes                       64.9%
Revenue Bonds                                    17.6%
Commercial Paper                                11.12%
General Obligations                               5.3%
Tax Revenue Anticipation Notes                    1.0%

- --------------------------------------------------------------------------------
    Average 7-Day Yield:  4.08%*
- --------------------------------------------------------------------------------
    Average Maturity:  37 DAYS

 * Yield reflects the reimbursement of certain fund expenses as described  in
the prospectus. Had these expenses not been subsidized, the average 7-day
current yield would have been lower. Yields represent past  performace and will
fluctuate.

DISTRIBUTED BY FUNDS DISTRIBUTOR, INC. J.P. MORGAN 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. WHILE THE
FUND SEEKS TO MAINTAIN A STABLE ASSET VALUE OF $1.00 PER SHARE, IT IS POSSIBLE
TO LOSE MONEY BY INVESTING IN THIS FUND.

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). Income may be subject to some state and local
taxes. Some income may be subject to the Federal alternative minimum tax for
certain investors. Capital gains are not exempt from taxes.

CALL J.P. MORGAN FUNDS SERVICES AT (800) 766-7722 FOR A PROSPECTUS CONTAINING
MORE COMPLETE INFORMATION ABOUT THE FUND, INCLUDING MANAGEMENT FEES AND OTHER
EXPENSES. PLEASE READ THE PROSPECTUS CAREFULLY BEFORE INVESTING.


                                                                           5


J.P. MORGAN INSTITUTIONAL TAX EXEMPT MONEY MARKET FUND
STATEMENT OF ASSETS AND LIABILITIES
- --------------------------------------------------------------------------------

NOVEMBER 30, 2000

                                                                
ASSETS
Investment in The Tax Exempt Money Market
   Portfolio ("Portfolio"), at value                                      $1,005,830,900
Receivable for Expense Reimbursements                                            117,940
Prepaid Trustees' Fees and Expenses                                                1,384
Prepaid Expenses and Other Assets                                                  1,287
                                                                   -----------------------
TOTAL ASSETS                                                               1,005,951,511
                                                                   -----------------------

LIABILITIES
Dividends Payable to Shareholders                                                334,141
Shareholder Servicing Fee Payable                                                 84,998
Administrative Services Fee Payable                                               19,123
Fund Services Fee Payable                                                            631
Administration Fee Payable                                                           109
Accrued Expenses and Other Liabilities                                           129,386
                                                                   ----------------------
TOTAL LIABILITIES                                                                568,388
                                                                   ----------------------

NET ASSETS
Applicable to 1,005,451,211 Shares of Beneficial Interest
    Outstanding
      (par value $0.001, unlimited shares authorized)
                                                                          $1,005,383,123
                                                                   ======================
Net Asset Value, Offering and Redemption Price Per Share                           $1.00
                                                                   ======================

ANALYSIS OF NET ASSETS
Paid-in Capital
                                                                          $1,005,451,009
Accumulated Net Realized Loss on Investment                                      (67,886)
                                                                   ----------------------
NET ASSETS                                                                $1,005,383,123
                                                                   =======================


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

J.P. MORGAN INSTITUTIONAL TAX EXEMPT MONEY MARKET FUND
STATEMENT OF OPERATIONS
- --------------------------------------------------------------------------------

FOR THE YEAR ENDED NOVEMBER 30, 2000

                                                                
INVESTMENT INCOME ALLOCATED FROM PORTFOLIO
INCOME
Allocated Interest Income                                           $27,940,765
Allocated Portfolio Expenses                                        (1,213,134)
                                                                   -------------
   Net Investment Income Allocated from Portfolio                    26,727,631
                                                                   -------------
FUND EXPENSES
Shareholder Servicing Fee                                              680,219
Administrative Services Fee                                            156,211
Registration Fees                                                       81,232
Transfer Agent Fees                                                     26,877
Professional Fees                                                       17,160
Administration Fee                                                       7,013
Financial and Fund Accounting Services Fee                              14,356
Printing Expenses                                                       11,107
Fund Services Fee                                                        9,700
Trustees' Fees and Expenses                                              5,921
Miscellaneous                                                           21,885
                                                                   -------------
   Total Fund Expenses                                                1,031,681
                                                                   -------------
Less: Reimbursement of Expenses                                       (884,414)
                                                                   -------------
   Net Fund Expenses                                                    147,267
                                                                   -------------
NET INVESTMENT INCOME                                                26,580,364
                                                                   -------------
NET REALIZED LOSS ON INVESTMENT ALLOCATED FROM PORTFOLIO                (8,257)
                                                                   -------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                $26,572,107
                                                                   =============


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


J.P. MORGAN INSTITUTIONAL TAX EXEMPT MONEY MARKET FUND
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------

FOR THE YEARS ENDED NOVEMBER 30 AND AUGUST 31 (EXCEPT AS NOTED)


INCREASE IN NET ASSETS                                                     2000             1999(a)         1999(b)

                                                                                               
FROM OPERATIONS
Net Investment Income                                                  $26,580,364       $3,518,451       $16,669,794
Net Realized Gain (Loss) on Investment Allocated from Portfolio             (8,257)         (51,188)            1,189
                                                                   -----------------  ----------------  ---------------
     Net Increase in Net Assets Resulting from Operations               26,572,107        3,467,263        16,670,983
                                                                   -----------------  ----------------  ---------------

DISTRIBUTIONS TO SHAREHOLDERS FROM
Net Investment Income                                                  (26,580,364)      (3,518,451)     (16,669,794)
                                                                   -----------------  ----------------  ---------------

TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST
  (AT A CONSTANT $1.00 PER SHARE)
Proceeds from Shares of Beneficial Interest Sold                     3,961,295,733      486,477,715     2,747,991,156
Reinvestment of Distributions                                           22,441,576        2,813,059        12,164,950
Cost of Shares of Beneficial Interest Redeemed                      (3,432,383,380)    (451,751,401)  (2,937,899,271)
                                                                   -----------------  ----------------  ---------------
     Net Increase (Decrease) from Transactions in
       Shares of Beneficial Interest                                   551,353,929       37,539,373     (177,743,165)
                                                                   -----------------  ----------------  ---------------
     Total Increase (Decrease) in Net Assets                           551,345,672       37,488,185     (177,741,976)
                                                                   -----------------  ----------------  ---------------

NET ASSETS
Beginning of Period                                                    454,037,451      416,549,266       594,291,242
                                                                   -----------------  ----------------  ---------------
End of Period                                                       $1,005,383,123     $454,037,451      $416,549,266
                                                                   =================  ================  ===============

(a) For the three months ended November 30, 1999.
(b) For the year ended August 31, 1999.


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

J.P. MORGAN INSTITUTIONAL TAX EXEMPT MONEY MARKET FUND
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

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


                                               FOR THE           FOR THE THREE
                                             YEAR ENDED          MONTHS ENDED           FOR THE YEARS ENDED AUGUST 31
                                          -----------------  -------------------  -------------------------------------------
                                          NOVEMBER 30, 2000   NOVEMBER 30, 1999     1999      1998       1997          1996
                                          -----------------  -------------------  -------------------------------------------
                                                                                                  
NET ASSET VALUE PER SHARE,
   BEGINNING OF PERIOD                          $1.00                $1.00           $1.00      $1.00      $1.00        $1.00
                                          ----------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income                            0.04                0.01           0.03       0.03       0.03          0.03
Net Realized Gain (Loss) on Investments       (0.00)(a)           (0.00)(a)        0.00(a)    0.00(a)   (0.00)(a)    (0.00)(a)
                                          ----------------------------------------------------------------------------------
Total From Investment Operations                0.04                 0.01           0.03       0.03       0.03          0.03
                                          ----------------------------------------------------------------------------------

LESS DISTRIBUTIONS TO SHAREHOLDERS FROM
Net Investment Income                          (0.04)               (0.01)         (0.03)     (0.03)     (0.03)       (0.03)
                                          ----------------------------------------------------------------------------------

NET ASSET VALUE PER SHARE, END OF PERIOD       $1.00                $1.00           $1.00      $1.00      $1.00        $1.00
                                          ==================================================================================

RATIOS AND SUPPLEMENTAL DATA
Total Return                                    3.93%             0.82%(b)          3.06%       3.45%      3.35%       3.36%
Net Assets, End of Period (in thousands)      $1,005,383          $454,037         $416,549   $594,291   $290,943   $163,569
Ratios to Average Net Assets
  Net Expenses                                  0.20%             0.20%(c)          0.20%      0.22%      0.29%       0.35%
  Net Investment Income                         3.91%             3.29%(c)          3.02%      3.37%      3.29%       3.28%
  Expenses without Reimbursement                0.33%             0.35%(c)          0.35%      0.35%      0.39%       0.42%
 

(a) Less than $0.005
(b) Not annualized
(c) Annualized


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


J.P. MORGAN INSTITUTIONAL TAX EXEMPT MONEY MARKET FUND
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

NOVEMBER 30, 2000
- --------------------------------------------------------------------------------
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    ORGANIZATION--J.P. Morgan Institutional Tax Exempt Money Market Fund (the
"Fund") is a separate series  of the J.P. Morgan Institutional 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 July 12, 1993.

    The Fund invests all of its investable assets in The  Tax Exempt Money
Market 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
(approximately 33% 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  from net investment income are
declared daily and paid monthly. Distributions from net short-term realized
gains, if any, will be distributed in accordance with the requirements of the
Internal Revenue Code of 1986  (the "Code"), as amended, and may be reflected in
the Fund's daily dividends. Distributions from net realized gains, if any, will
be distributed annually, except that an additional capital gains distribution
may be made in a given year to the extent necessary to avoid the imposition of
federal excise tax on the Fund.

- --------------------------------------------------------------------------------
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
Trust  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 0.20% of
the Fund's average daily net assets through February 28, 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


10


J.P. MORGAN INSTITUTIONAL TAX EXEMPT MONEY MARKET FUND
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
                                                                    (Continued)
NOVEMBER 30, 2000
- --------------------------------------------------------------------------------
2. TRANSACTIONS WITH AFFILIATES (CONTINUED)

the operations of the Trust, 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.

    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 0.10% of the average daily net assets  of the Fund.

    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. The
allocated portion of such compensation and  benefits included in the Fund
Services Fee shown on  the Statement of Operations was $1,800.

- --------------------------------------------------------------------------------
3. FEDERAL INCOME TAXES

    For federal income tax purposes, the Fund had a capital loss carryforward as
of November 30, 2000, of approximately $74,532 of which, $66,275 expires in 2007
and $8,257 expires in 2008. Accordingly, no capital gains distribution  is
expected to be paid to shareholders until net gains have been realized in excess
of this amount. During the year ended November 30, 2000, the following
reclassifications were made: Increase Paid-in-Capital by $335 and increase
Accumulated Net Realized Loss on Investment by $335. The adjustments are
primarily attributable to dividend reclasses. Net investment income, net
realized gains and  net assets were not affected by this change.

- --------------------------------------------------------------------------------
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 EVENT

    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.


                                                                             11


REPORT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------

To the Trustees and Shareholders of
J.P. Morgan Institutional Tax Exempt Money Market Fund

In our opinion, the accompanying statement of assets and liabilities and the
related statements of operations  and of changes in net assets and the financial
highlights present fairly, in all material respects, the financial  position of
J.P. Morgan Institutional Tax Exempt Money Market Fund (one of the series
constituting part  of J.P. Morgan Institutional Funds, hereafter referred to as
the "Fund") at November 30, 2000, the results  of its operations for the year
then ended, the changes in its net assets for the year then ended, for the three
months ended November 30, 1999 and for the year ended August 31, 1999 and the
financial highlights  for the year then ended, for the three months ended
November 30, 1999 and for each of the four years  in the period ended August 31,
1999, in conformity with accounting principles generally accepted in the  United
States of America. These financial statements and financial highlights
(hereafter referred to as "financial statements") are the responsibility of the
Fund's management; our responsibility is to express an opinion  on these
financial statements based on our audits. We conducted our audits of these
financial statements  in accordance with auditing standards generally accepted
in the United States of America, which require  that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
New York, New York
January 16, 2001


12


THE TAX EXEMPT MONEY MARKET PORTFOLIO
Annual Report November 30, 2000

(The following pages should be read in conjunction with J.P. Morgan
Institutional Tax Exempt Money Market Fund  Annual Financial Statements)


                                                                             13


THE TAX EXEMPT MONEY MARKET PORTFOLIO
SCHEDULE OF INVESTMENTS
- --------------------------------------------------------------------------------

NOVEMBER 30, 2000

PRINCIPAL AMOUNT                                                         VALUE
- --------------------------------------------------------------------------------

                                                           
SHORT-TERM INVESTMENTS - 100.00%
ALABAMA - 3.3%
 $52,700,000  Alabama Special Care Facilities Financing
                 Auth. Mobile Rev., Series 1999 B,
                 (Ascension Health Credit), VRDN,
                 4.40%, 12/7/00                                        $ 52,700,000
  14,000,000  Birmingham-Carraway Special Care
                 Facilities Financing Auth. Rev.,
                  Series 1998 A, (Carraway
                 Methodist Health), VRDN, 4.15%,
                 12/6/00 (LOC: Amsouth Bank)                             14,000,000
  33,200,000  West Jefferson Industrial Development
                 Board Pollution Control Rev., (Alabama
                 Power Co.), VRDN, 4.20%, 12/1/00                        33,200,000
                                                                 ------------------
                                                                         99,900,000
                                                                 ------------------
ALASKA - 1.3%
  21,000,000  Anchorage, Tax Anticipation Notes,
                 4.75%, 2/2/01                                           21,022,921
  11,300,000  Valdez Marine Terminal Rev., Series 1993 A,
                 (Exxon Pipeline Co.), VRDN, 4.20%, 12/1/00              11,300,000
   7,000,000  Valdez Marine Terminal Revenue,
                 Series 1993 C, (Exxon Pipeline Co.),
                 VRDN, 4.20%, 12/1/00                                     7,000,000
                                                                 ------------------
                                                                         39,322,921
                                                                 ------------------
ARIZONA - 0.6%
   7,700,000  Apache County Industrial Development
                 Auth. Industrial Development Rev.,
                 (Tucson Electric Power), VRDN, 4.20%,
                 12/6/00 (LOC: Toronto Dominion Bank)                     7,700,000
  10,542,500  Salt River Project Agricultural Improvement
                 & Power District Elec, Series 2000-274,
                 VRDN, 4.22%, 12/7/00                                    10,542,500
   1,000,000  University of Arizona COP, Series 2000 A,
                 (Main Campus & Research), VRDN,
                 4.00%, 12/6/00 (AMBAC)                                   1,000,000
                                                                 ------------------
                                                                         19,242,500
                                                                 ------------------
CALIFORNIA - 3.8%
  11,300,000  California Pollution Control Financing
                 Auth. Pollution Control, Series 1986 D,
                 (Southern California Edison), VRDN,
                 4.60%, 12/1/00                                          11,300,000
  53,390,000  California Statewide Communities
                 Development Auth., Series
                 2000 N-6, Registered D, VRDN,
                 4.20%, 12/7/00                                          53,390,000
  16,800,000  Los Angeles, Series 2000 N8, Registered D,
                 VRDN, 4.20%, 12/6/00                                    16,800,000
  34,850,000  Los Angeles Regional Airports Improvement
                 Corp. Lease Rev., (Sublease-LA International
                 LAX), VRDN, 4.15%, 12/1/00
                 (LOC: Societe Generale)                                 34,850,000
                                                                 ------------------
                                                                        116,340,000
                                                                 ------------------

PRINCIPAL AMOUNT                                                         VALUE
- -----------------------------------------------------------------------------------

COLORADO - 1.9%
  $7,510,000  Colorado Springs Utilities Rev.,
                Series 1991 C, 6.75%, 11/15/01,
                Prerefunded at 102% of Par                              $  7,818,832
   4,925,000  Colorado Water Resources & Power
                Development Auth. Drinking Water,
                Series 2000 PA-695, VRDN, 4.22%, 12/7/00                   4,925,000
  11,965,000  Denver City & County Airport Rev.,
                Series 1999 A-16, Registered D, VRDN,
                4.35%, 12/6/00 (MBIA)                                     11,965,000
  14,315,000  Denver City & County COP, Series 2000
                PA-733, VRDN, 4.22%,12/7/00 (AMBAC)                       14,315,000
   8,370,000  Platte River Power Auth. Rev., Series 2000
                PA-729R, VRDN, 4.22%, 12/7/00                              8,370,000
  10,950,000  Smith Creek Metropolitan District,
                VRDN, 4.20%, 12/7/00 (LOC:
                Bank of America N.A.)                                     10,950,000
                                                                 -------------------
                                                                          58,343,832
                                                                 -------------------
CONNECTICUT - 0.2%
   4,715,000  Connecticut Health & Educational
                Facilities Auth. Rev., Series 1999 U,
               (Yale University), VRDN, 4.00%, 12/7/00                     4,715,000
                                                                 -------------------
 DISTRICT OF COLUMBIA - 3.5%
   5,800,000  District of Columbia, Series 1991 B-1,
                (General Fund Recovery), VRDN, 4.60%,
                12/1/00 (LOC: Bank of America NT & S.A.)                   5,800,000
   6,000,000  District of Columbia, Series 1991 B-2,
                (General Fund Recovery), VRDN, 4.60%,
                12/1/00 (LOC: Bank of America NT & S.A.)                   6,000,000
  11,900,000  District of Columbia, Series 1991 B-3,
                (General Fund Recovery), VRDN, 4.60%,
                12/1/00 (LOC: Bank of America NT & S.A.)                  11,900,000
  28,900,000  District of Columbia Rev., (The American
                University Issue), VRDN, 4.20%, 12/6/00
                (AMBAC)                                                   28,900,000
   7,000,000  District of Columbia Rev., Series 1996 A,
                 (The American University Issue), VRDN,
                 4.20%, 12/6/00 (AMBAC)                                    7,000,000
   5,000,000  District of Columbia Rev., Series 2000 B,
                (Multimodal Smithsonian), VRDN, 4.05%,
                12/7/00                                                    5,000,000
  35,360,000  District of Columbia Rev., Series 2000 C,
                (George Washington University), VRDN,
                4.20%, 12/6/00 (MBIA)                                     35,360,000
   5,970,000  District of Columbia Water & Sewer Auth.
                 Public Utility Rev., Series 2000 PT-373,
                 VRDN, 4.22%, 12/7/00 (FSA)                                5,970,000
                                                                 -------------------
                                                                         105,930,000
                                                                 -------------------
FLORIDA - 5.8%
   4,000,000  Dade County Water & Sewer System Rev.,
                VRDN, 4.00%, 12/6/00 (FGIC)                                4,000,000
   7,000,000  Florida State Board of Education, Series 2000
                PT-1223, VRDN, 4.22%, 12/7/00                              7,000,000
  64,000,000  Miami-Dade County School District, Tax
                Anticipation Notes, 5.00%, 6/28/01                        64,258,661


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


THE TAX EXEMPT MONEY MARKET PORTFOLIO
SCHEDULE OF INVESTMENTS
- --------------------------------------------------------------------------------
                                                                    (Continued)

NOVEMBER 30, 2000

PRINCIPAL AMOUNT                                                         VALUE
- ------------------------------------------------------------------------------

                                                           
  $58,315,000  Sunshine State Governmental Financing
                 Commission, (Lehman Conversion),
                 VRDN, 4.20%, 12/6/00 (AMBAC)                           $ 58,315,000
   21,400,000  Sunshine State Finance Commission CP,
                 4.30%, 1/2/01                                            21,400,000
   10,775,000  Tampa Occupational License Tax, Series
                  1996 A, VRDN, 4.05%, 12/6/00 (FGIC)                     10,775,000
   12,500,000  University Athletic Association Inc.,
                  (University of Florida Stadium), VRDN,
                  4.60%, 12/1/00 (LOC: Suntrust Bank
                  Central Florida)                                        12,500,000
                                                                  ------------------
                                                                         178,248,661
                                                                  ------------------
GEORGIA - 7.7%
  10,550,000  Appling County Development Auth.,
                 (Georgia Power Co. Plant Hatch Project),
                 VRDN, 4.20%, 12/1/00                                     10,550,000
  23,445,000  Bartow County Development Auth.,
                 Series 1996, (Georgia Power Co. Bowen),
                 VRDN, 4.20%, 12/1/00                                     23,445,000
  43,300,000  Burke County Development Auth.,
                 (Georgia Power Co. Plant Vogtle-1st),
                 VRDN, 4.20%, 12/1/00                                     43,300,000
   9,100,000  Burke County Development Auth.,
                 (Georgia Power Co. Plant Vogtle-4th),
                 VRDN, 4.20%, 12/1/00                                      9,100,000
   5,200,000  Burke County Development Auth.,
                 (Georgia Power Co. Plant Vogtle-4th),
                 VRDN, 4.60%, 12/1/00                                      5,200,000
  28,770,000  Burke County Development Auth.,
                 (Georgia Power Co. Plant Vogtle-5th),
                 VRDN, 4.25%, 12/1/00                                     28,770,000
   8,015,000  Georgia, Series 2000-213, VRDN,
                 4.22%, 12/7/00                                            8,015,000
  67,787,446  Georgia Municipal Association Inc. Pool Bond
                 COP, VRDN, 4.20%, 12/7/00 (MBIA)                         67,787,446
   2,000,000  Heard County Development Auth.,
                 (Georgia Power Co. Plant Wansley),
                 VRDN, 4.20%, 12/1/00                                      2,000,000
  10,000,000  Metropolitan Atlanta Rapid Transportation
                 Auth., Series 2000 B, VRDN, 4.05%,
                 12/6/00 (LOC: Bayerische Landesbank)                     10,000,000
   4,200,000  Monroe County Development Auth., (Georgia
                 Power Co. Plant Scherer-2nd Series),
                 VRDN, 4.60%, 12/1/00                                      4,200,000
  18,157,000  Municipal Electric Auth. of Georgia, VRDN,
                 4.25%, 12/7/00 (LOC: ABN Amro Bank N.V.)                 18,157,000
   5,400,000  Putnam County Development Auth.,
                 (Georgia Power Co. Plant Branch), VRDN,
                 4.60%, 12/1/00                                            5,400,000
                                                                  ------------------
                                                                         235,924,446
                                                                  ------------------
ILLINOIS - 3.3%
  18,800,000  Chicago O'Hare International Airport, Series
                 1984 A, (General Airport 2nd Lien), VRDN,
                 4.15%, 12/6/00 (LOC: Societe Generale)                     18,800,000
   4,160,000  Chicago O'Hare International Airport, Series
                 1984 B, (General Airport 2nd Lien), VRDN,
                 4.15%, 12/6/00 (LOC: Societe Generale)                    4,160,000
   8,000,000  Chicago Park District, Tax Anticipation
                 Warrants, 5.13%, 9/21/01                                  8,051,019

PRINCIPAL AMOUNT                                                         VALUE
- --------------------------------------------------------------------------------

  $17,900,000  Illinois Development Finance Auth.,
                 (Chicago Symphony Orchestra), VRDN,
                 4.05%, 12/6/00 (LOC: Northern Trust
                 Company)                                               $ 17,900,000
   2,100,000  Illinois Development Finance Auth.,
                 Series 1993 A, (Olin Corp. Project), VRDN,
                 4.20%, 12/1/00 (LOC:  Wachovia Bank
                 of South Carolina)                                        2,100,000
   5,200,000  Illinois Development Finance Auth.
                 Pollution Control Rev., Series 1993 B,
                 (Illinois Power Co. Project), VRDN, 4.15%,
                 12/6/00 (LOC: ABN Amro Bank N.V.)                         5,200,000
   3,000,000  Illinois State, Series 2000-257, VRDN,
                  4.22%, 12/7/00                                           3,000,000
  16,600,000  Illinois State Toll Highway Auth., Series
                 1993 B, VRDN, 4.10%, 12/6/00 (MBIA)
                 (LOC: Societe Generale)                                  16,600,000
  10,200,000  Illinois State Toll Highway Auth., Series
                 1998 B, VRDN, 4.05%, 12/7/00 (FSA)                       10,200,000
   3,400,000  Illinois State Toll Highway Auth., Series
                 1998 B, VRDN, 4.05%, 12/7/00 (FSA)                        3,400,000
  10,000,000  Regional Transportation Auth. Illinois, Series
                  1996 SG-82, VRDN, 4.22%, 12/7/00                        10,000,000
                                                                   -----------------
                                                                          99,411,019
                                                                   -----------------
INDIANA - 3.4%
   11,500,000  Indiana Health Facility Financing Auth.,
                 Series 1999 B, (Ascension Health Credit),
                 VRDN, 4.40%, 12/6/00                                     11,500,000
   60,000,000  Indiana Office Building Commission CP,
                 4.30%, 2/7/01                                            60,000,000
    9,995,000  Indianapolis Local Public Improvement
                 Bond Bank, Series 2000 PT-382, VRDN,
                 4.22%, 12/7/00                                            9,995,000
   11,000,000  Princeton Pollution Control Rev.,
                 (PSI Energy Inc.), VRDN, 4.25%, 12/1/00
                 (LOC: Canadian Imperial Bank)                            11,000,000
    5,000,000  Purdue University Rev.,
                 Series 1991 B, (Purdue University
                 Dorm), VRDN, 6.75%, 7/1/11,
                 Prerefunded at 102% of Par (AMBAC)                        5,164,445
    6,200,000  South Bend Redevelopment Auth.,
                 (Rental College Football), VRDN, 4.15%,
                 12/6/00 (LOC: Landesbank Hessen-Thrgn)                    6,200,000
                                                                   -----------------
                                                                         103,859,445
                                                                   -----------------
KANSAS - 0.5%
   14,000,000  Burlington Pollution Control Rev.,
                 Series 2000 A-15, Registered D, VRDN,
                 4.30%, 12/6/00 (MBIA)                                    14,000,000
                                                                   -----------------
KENTUCKY - 2.6%
   15,000,000  Kentucky Asset Liability Commission,
                 Series 2000 A, Tax and Revenue
                 Anticipation Notes, 5.25%, 6/27/01                       15,058,587
    9,500,000  Kentucky Asset Liability Commission,
                 Series 2000 B, Tax and Rev.
                 Anticipation Notes, 5.00%, 6/27/01                        9,535,333
   16,910,000  Kentucky Turnpike Auth., Series 1997-17,
                 VRDN, 4.30%, 12/6/00 (FSA)                               16,910,000


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


THE TAX EXEMPT MONEY MARKET PORTFOLIO
SCHEDULE OF INVESTMENTS
- --------------------------------------------------------------------------------
                                                                    (Continued)

NOVEMBER 30, 2000


PRINCIPAL AMOUNT                                                         VALUE
- -------------------------------------------------------------------------------
                                                             
  $37,500,000  Louisville & Jefferson County Metropolitan
                  Sewer District, Series 1999 TRS-A80,
                  Registered D, VRDN, 4.30%, 12/6/00 (FGIC)             $ 37,500,000
                                                                   -----------------
                                                                          79,003,920
                                                                   -----------------
LOUISIANA - 0.9%
    1,400,000  Calcasieu Parish Industrial Development
                  Board Industrial Rev., Series 1993 B,
                  (Olin Corp. Project), VRDN, 4.20%,
                  12/1/00 (LOC: Wachovia Bank)                             1,400,000
    6,200,000  Louisiana Offshore Terminal Auth.
                  Deepwater Port Rev., (1st Stage A-Loop
                  Inc.), VRDN, 4.25%, 12/1/00 (LOC: Suntrust
                  Bank of Nashville)                                       6,200,000
   20,000,000  Louisiana State University & Agricultural
                  & Mechanical College, (Auxiliary), VRDN,
                  4.15%, 12/6/00 (FGIC)                                   20,000,000
                                                                  ------------------
                                                                          27,600,000
                                                                  ------------------

MARYLAND - 3.6%
   10,000,000  Baltimore County CP, 4.25%, 12/5/00                        10,000,000
   32,000,000  Baltimore County CP, 4.20%, 12/7/00                        32,000,000
    7,900,000  Baltimore County CP, 4.35%, 4/10/01                         7,900,000
   11,000,000  Baltimore County CP, 4.45%, 4/10/01                        11,000,000
    8,700,000  Montgomery County CP, 4.40%, 2/5/01                         8,700,000
   15,000,000  Montgomery County CP, 4.40%, 2/5/01                        15,000,000
    6,500,000  Montgomery County, Series 2000 A,
                  (Consumer Public Improvement),
                  5.00%, 1/1/01                                            6,505,236
    3,495,000  Montgomery County, Series 2000 PA-713,
                  VRDN, 4.22%, 12/7/00                                     3,495,000
   15,000,000  Montgomery County Housing Opportunities
                  Commission Housing Rev., Series
                  1988 A, (Multifamily-Grosvenor), VRDN,
                  4.10%, 12/6/00 (FNMA)                                   15,000,000
                                                                   -----------------
                                                                         109,600,236
                                                                   -----------------
MASSACHUSETTS - 2.3%
    3,000,000  Lawrence, Anticipation Notes, 5.25%, 2/8/01                 3,004,825
   19,400,000  Massachusetts, Series 2000 PA-716, VRDN,
                  4.06%, 12/7/00                                          19,400,000
   37,000,000  Massachusetts Bay Transportation Auth. GO,
                  (General Transportation System), VRDN,
                  3.95%, 12/6/00                                          37,000,000
    3,750,000  Massachusetts Turnpike Auth., Series
                  2000 PA-672, VRDN, 4.06%, 12/7/00
                  (MBIA)                                                   3,750,000
    6,350,000  Massachusetts Water Resources Auth. GO,
                  Series 1991 A, 6.50%, 12/1/19, Prerefunded
                  at 102% of Par                                           6,604,967
                                                                   -----------------
                                                                          69,759,792
                                                                   -----------------
MICHIGAN - 3.9%
   28,600,000  Detroit Sewer Disposal System Rev.,
                  Series 1999 TRS-A75, Registered D,
                  VRDN, 4.30%, 12/6/00 (FGIC)                             28,600,000
    6,205,000  Michigan Municipal Bond Auth., Series
                  2000 PT-397, VRDN, 4.22%, 12/7/00                        6,205,000

PRINCIPAL AMOUNT                                                          VALUE
- -------------------------------------------------------------------------------

  $ 50,000,000  Michigan State Building Auth. CP, 4.35%,
                  1/15/01                                              $  50,000,000
    22,500,000  Michigan State Building Auth. CP, 4.40%,
                  3/1/01                                                  22,500,000
     6,800,000  Michigan State Strategic Fund Limited
                  Obligation, (Lutheran Homes of Michigan
                  Project), VRDN, 4.20%, 12/6/00 (LOC:
                  Bank One Michigan)                                       6,800,000
     3,995,000  Rochester Community School District,
                  Series 2000 PA-707, VRDN, 4.22%,
                  12/7/00 (FGIC)                                           3,995,000
                                                                    ----------------
                                                                         118,100,000
                                                                    ----------------
MINNESOTA - 0.3%
     5,000,000  Minnesota, 4.63%, 8/1/01                                   5,010,472
     2,700,000  Minnesota Public Facilities Auth.
                  Water Pollution Control Rev., Series
                  1998 II-TR-1, VRDN, 4.22%, 12/7/00                       2,700,000
                                                                    ----------------
                                                                           7,710,472
                                                                    ----------------
MISSISSIPPI - 0.8%
    23,000,000  Perry County Pollution Control Rev.,
                  (Leaf River Forest Project), VRDN, 4.30%,
                  12/1/00 (LOC: Wachovia Bank)                            23,000,000
                                                                    ----------------
MISSOURI - 0.1%
     2,200,000  Missouri Development Finance Board,
                   Series 1997 C, (Science City Union
                   Station), VRDN, 4.50%, 12/1/00
                   (LOC: Canadian Imperial Bank)                           2,200,000
     1,600,000  Missouri State Environmental
                  Improvement & Energy Resources
                   Auth., (Bayer Corp. Project), VRDN,
                   4.25%, 12/1/00                                          1,600,000
                                                                    ----------------
                                                                           3,800,000
                                                                    ----------------
NEVADA - 1.4%
    20,300,000  Clark County Airport Improvement Rev.,
                  Series 1993 A, 4.10%, 12/6/00 (MBIA)
                  (LOC: Bayerische Hypo-Und Verein)                       20,300,000
    12,100,000  Clark County Airport Rev., Series 1999 B-2,
                   (Sub Lien), VRDN, 4.15%, 12/7/00 (LOC:
                   Bayerische Landesbank)                                 12,100,000
     9,000,000  Nevada, Series 1996 SG-39, VRDN, 4.22%,
                   12/7/00                                                 9,000,000
                                                                    ----------------
                                                                          41,400,000
                                                                    ----------------
NEW HAMPSHIRE - 0.5%
     4,000,000  New Hampshire Housing Finance Auth.,
                  Series 1999 A70-TRS, Registered D, VRDN,
                  4.40%, 12/6/00                                           4,000,000
    10,000,000   State of New Hampshire CP, 4.25%, 12/6/00                10,000,000
                                                                    ----------------
                                                                          14,000,000
                                                                    ----------------
NEW JERSEY - 0.6%
    11,725,000  New Jersey Economic Development Auth.,
                 Series 2000 N-3-TRS, Registered D, VRDN,
                 4.10%, 12/6/00                                           11,725,000


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


THE TAX EXEMPT MONEY MARKET PORTFOLIO
SCHEDULE OF INVESTMENTS
- --------------------------------------------------------------------------------
                                                                    (Continued)

NOVEMBER 30, 2000


PRINCIPAL AMOUNT                                                         VALUE
- -------------------------------------------------------------------------------
                                                              
  $ 3,400,000  New Jersey Turnpike Auth., Series
                   2000 PA-614, VRDN, 4.12%, 12/7/00
                   (AMBAC)                                               $ 3,400,000
     4,000,000  New Jersey Turnpike Auth., Series 2000
                  PA-681, VRDN, 4.05%, 12/7/00 (MBIA)                      4,000,000
                                                                      --------------
                                                                          19,125,000
                                                                      ---------------
NEW MEXICO - 0.8%
  23,000,000  New Mexico, Tax & Revenue Anticipation
                Notes, 5.00%, 6/29/01                                     23,081,793
                                                                      --------------
NEW YORK - 11.1%
  15,000,000  Long Island Power Auth., Series 1998-2,
                 VRDN, 3.80%, 12/6/00 (LOC: Westdeutsche
                 Landesbank)                                              15,000,000
     300,000  Long Island Power Auth., Series 1998-7-A,
                 VRDN, 3.90%, 12/7/00 (MBIA)                                 300,000
  18,900,000  Long Island Power Auth., Series 1998-7-B,
                 VRDN, 3.80%, 12/6/00 (MBIA)                              18,900,000
   2,400,000  New York, Series 1992 B, VRDN, 4.50%,
                 12/1/00 (FGIC)                                            2,400,000
   4,300,000  New York, Series 1992 B, VRDN, 4.50%,
                 12/1/00 (FGIC)                                            4,300,000
   1,955,000  New York, Series 1992 B, VRDN, 4.50%,
                 12/1/00 (FGIC)                                            1,955,000
  24,085,000  New York, Series 1998 PT-1038, VRDN,
                 4.18%, 12/7/00 (MBIA-IBC)                                24,085,000
   3,000,000  New York City Municipal Water Finance
                 Auth., Series 1994 G, VRDN, 4.25%,
                 12/1/00 (FGIC)                                            3,000,000
  10,000,000  New York City Municipal Water Finance
                 Auth., Series 1995 A, VRDN, 4.50%,
                 12/1/00 (FGIC)                                           10,000,000
   7,300,000  New York City Municipal Water Finance
                 Auth., Series 1997 SGB-27, VRDN,
                 4.14%, 12/7/00 (FSA)                                      7,300,000
  28,790,000  New York City Municipal Water Finance
                 Auth., Series 1997 TRS-FR-6, VRDN,
                 4.20%, 12/6/00 (MBIA)                                    28,790,000
   6,960,000  New York City Municipal Water Finance
                 Auth., Series 1998-11-TRS, VRDN,
                 4.20%, 12/6/00 (FSA)                                      6,960,000
  22,215,000  New York City Transitional Finance Auth.,
                 Series 1998 A-1, (Future Tax Secured),
                 VRDN, 4.05%, 12/7/00                                     22,215,000
   7,900,000  New York City Transitional Finance Auth.,
                 Series 1998 C, (Future Tax Secured), VRDN,
                 4.20%, 12/1/00                                            7,900,000
  10,000,000  New York Local Government Assistance
                 Corp., Series 1991 A, 7.00%, 4/1/16,
                 Prerefunded at 102% of Par                               10,289,695
  22,350,000  New York Local Government Assistance
                 Corp., Series 1995, VRDN, 3.85%,
                 12/6/00 (LOC: Landesbank Hessen-thrgn)                   22,350,000
  13,300,000  New York State Thruway Auth., (Local
                 Highway & Bridge), 7.25%, 1/1/01,
                 Prerefunded at 102% of Par                               13,597,301
  11,000,000  New York State Urban Development
                 Corp., Series 1991-2, (Correctional
                 Capital Facilities), 7.50%, 1/1/18,
                 Prerefunded at 102% of Par                               11,247,490

PRINCIPAL AMOUNT                                                          VALUE
- ------------------------------------------------------------------------------

  $13,090,000  Port Authority of New York & New Jersey,
                 4.60%, 12/1/00                                         $ 13,090,000
   26,200,000  Triborough Bridge & Tunnel Auth.,
                 Series 1999 C, (General Purpose), VRDN,
                 3.80%, 12/7/00 (AMBAC)                                   26,200,000
   88,530,000  Tsasc Inc., Series 2000 PA-797, VRDN,
                 4.32%, 12/5/00                                           88,530,000
                                                                      --------------
                                                                         338,409,486
                                                                      --------------
NORTH CAROLINA - 2.4%
       100,000  Charlotte Airport Rev., Series 1993-A,
                  VRDN, 4.10%, 12/6/00 (MBIA)                                100,000
     2,100,000  Durham Water & Sewer Utility System
                  Rev., VRDN, 4.20%, 12/6/00                               2,100,000
     9,180,000  Mecklenburg County, Series 2000 PA-710,
                  4.22%, 12/7/00                                           9,180,000
     7,500,000  North Carolina State, Series 1997 A, 5.10%,
                  3/1/01                                                   7,519,279
    17,050,000  North Carolina State, Series 2000-14, VRDN,
                  4.30%, 12/7/00                                          17,050,000
     6,000,000  North Carolina Educational Facilities Finance
                  Agency, (Bowman Grey Medical Project
                  School), VRDN, 4.10%, 12/6/00
                 (LOC: Wachovia Bank)                                     6,000,000
     9,100,000  North Carolina Educational Facilities Finance
                  Agency, (Bowman Grey School Medical
                  Project), VRDN, 4.10%, 12/7/00 (LOC:
                  Wachovia B&T Co. N.A.)                                   9,100,000
    10,310,000  North Carolina Educational Facilities Finance
                   Agency, (Elon College), VRDN, 4.15%,
                   12/6/00 (LOC: Bank of America N.A.)                    10,310,000
    11,600,000  North Carolina Educational Facilities Finance
                   Agency, Series 1992 (Duke A, University
                   Project), VRDN, 4.30%, 12/1/00                         11,600,000
                                                                      --------------
                                                                          72,959,279
                                                                      --------------
OHIO - 0.9%
     4,800,000  Cleveland Income Tax Rev., VRDN, 4.10%,
                  12/6/00 (AMBAC)                                          4,800,000
    20,000,000  Ohio, Series 1998 C, (Highway Capital
                  Improvement), VRDN, 4.50%, 5/1/01                       20,021,023
     2,200,000  Ohio Air Quality Development Auth.,
                  Series 1995 A, (Cincinnati Gas & Electric),
                  VRDN, 4.25%, 12/1/00 (LOC: Barclays
                  Bank Plc)                                                2,200,000
                                                                      --------------
                                                                          27,021,023
                                                                      --------------
OREGON - 0.3%
    10,000,000  Multnomah County, Series 2000 R-17,
                  VRDN, 4.22%, 12/7/00                                    10,000,000
                                                                      --------------
PENNSYLVANIA - 1.3%
    15,800,000  Delaware Valley Regional Financial Auth.,
                  Series 1985 C, VRDN, 4.15%, 12/6/00
                  (LOC: CS First Boston)                                  15,800,000
    12,000,000  Delaware Valley Regional Financial Auth.,
                  Series 1985 D, VRDN, 4.15%, 12/6/00
                  (LOC: CS First Boston)                                  12,000,000
     7,190,000  Pennsylvania Intergovernmental Cooperative
                  Auth., 144A, Series 1995 SG-16, VRDN,
                  4.15%, 12/7/00                                           7,190,000


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


THE TAX EXEMPT MONEY MARKET PORTFOLIO
SCHEDULE OF INVESTMENTS
- --------------------------------------------------------------------------------
                                                                  (Continued)
NOVEMBER 30, 2000


PRINCIPAL AMOUNT                                                         VALUE
- -------------------------------------------------------------------------------
                                                              
  $6,000,000  Pittsburgh, Series 1996 SG-71, VRDN,
                 4.15%, 12/7/00                                         $  6,000,000
                                                                     ---------------
                                                                          40,990,000
                                                                     ---------------
RHODE ISLAND - 0.8%
   5,400,000  Rhode Island, Series 1999 B, (Conservation
                 Capital Development Loan), VRDN, 4.00%,
                 12/7/00                                                   5,400,000
  20,365,000  Rhode Island State & Providence Plantations,
                 Series 2000 A, (Conservation Capital
                 Development Loan), VRDN, 4.00%, 12/7/00                  20,365,000
                                                                     ---------------
                                                                          25,765,000
                                                                     ---------------
SOUTH CAROLINA - 1.4%
  15,600,000  South Carolina State Public Service Auth. Rev.,
                 FLOATER, 4.30%, 12/6/00 (FGIC)                           15,600,000
   9,300,000  South Carolina, Series 2000-7, VRDN, 4.22%,
                 12/7/00 (State Aid Withholding)                           9,300,000
  17,900,000  South Carolina State Public Service Auth.
                 Rev., Series 1991 B, 7.10%, 7/1/01,
                 Prerefunded at 102% of Par                               18,531,882
                                                                     ---------------
                                                                          43,431,882
                                                                     ---------------
TENNESSEE - 0.7%
   2,100,000  Bradley County Industrial Development
                 Board Industrial Rev., Series 1993 C
                 (Olin Corp. Project), VRDN, 4.20%,
                 12/1/00 (LOC: Wachovia Bank)                              2,100,000
  10,000,000  State of Tennessee CP, 4.20%, 12/8/00                       10,000,000
   9,600,000  State of Tennessee CP, 4.30%, 12/12/00                       9,600,000
                                                                      --------------
                                                                          21,700,000
                                                                      --------------
TEXAS - 9.7%
  20,000,000  City of Houston CP, 4.40%, 5/10/01                          20,000,000
   6,355,000  Dallas Water Works & Sewers CP, 4.35%,
                 12/13/00                                                  6,355,000
  10,000,000  Dallas Water Works & Sewers CP, 4.45%,
                 12/13/00                                                 10,000,000
   3,000,000  Houston, Series 2000-728R, VRDN, 4.22%,
                 12/7/00                                                   3,000,000
  17,500,000  Houston Airport System Rev., Series
                 2000 SG-149, VRDN, 4.22%, 12/7/00 (FSA)                  17,500,000
  28,600,000  Houston Water & Sewer System Rev.,
                 Series 1997 SG-120, 4.22%, 12/7/00                       28,600,000
   7,700,000  Houston Water & Sewer System Rev.,
                 Series 1999 A-29, Registered D, VRDN,
                 4.30%, 12/6/00 (FGIC)                                     7,700,000
  17,050,000  New Caney Independent School District,
                 Series 2000 SG-142, VRDN, 4.22%,
                 12/7/00 (PSF)                                            17,050,000
   6,000,000  Spring Independent School District, Series
                 2000 PA-714, VRDN, 4.22%, 12/7/00 (PSF)                   6,000,000
  39,400,000  Texas, Series 2000 A-18-TRS, Registered D,
                 VRDN, 4.65%, 12/1/00                                     39,400,000
   4,200,000  Texas, Series 2000-290, VRDN, 4.22%,
                 12/7/00, Prerefunded at 100% of Par                       4,200,000
  99,375,000  Texas, Tax & Revenue Anticipation Notes,
                 5.25%, 8/31/01                                          100,074,979
     485,000  Texas, (Veterans Housing Assistance), VRDN,
                 4.10%, 12/6/00 (VA Guaranteed)                              485,000

PRINCIPAL AMOUNT                                                          VALUE
- -------------------------------------------------------------------------------

 $ 19,000,000  Texas Public Finance Auth. CP, 4.35%,
                 1/16/01                                                $ 19,000,000
   17,575,000  Texas Turnpike Auth., Series 2000 N-2-TRS,
                  Registered D, VRDN, 4.30%, 12/6/00                      17,575,000
                                                                       -------------
                                                                         296,939,979
                                                                       -------------
UTAH - 0.7%
   11,800,000  Intermountain Power Agency CP, 4.35%,
                 2/13/01                                                  11,800,000
    6,550,000  Salt Lake City Airport Rev., Series
                 1999 A10, Registered D, VRDN,
                 4.30%, 12/6/00 (FGIC)                                     6,550,000
    4,025,000  Utah Housing Finance Agency, Series 2000-1,
                 (Single Family Mortgage), VRDN, 4.20%,
                 12/6/00                                                   4,025,000
                                                                       -------------
                                                                          22,375,000
                                                                       -------------
 VERMONT - 0.2%
    5,700,000  Vermont Student Assistance Corp.
                 Student Loan Rev., VRDN, 4.40%,
                  12/1/00 (LOC: State Street B&T Co.)                      5,700,000
                                                                       -------------
VIRGINIA - 1.2%
  23,590,000  Virginia Commonwealth Transportation
                Board Transportation Rev., Series 2000
                SG-137, VRDN, 4.22%, 12/7/00                              23,590,000
  11,385,000  Virginia Public School Auth., Series
                2000 PT-431, VRDN, 4.15%, 12/7/00                         11,385,000
   2,500,000  York County Industrial Development Auth.
                 Pollution Control Rev., (Virginia Electric &
                 Power Co.), VRDN, 4.50%, 12/1/00                          2,500,000
                                                                       -------------
                                                                          37,475,000
                                                                       -------------
WASHINGTON - 5.2%
   1,500,000  Lewis County Public Utility District No. 1,
                (Cowlitz Falls Hydro Project), 7.00%,
                10/1/01, VRDN, Prerefunded at 102% of Par                  1,560,847
  36,140,000  Port of Seattle Rev., Series 1999 A
                (Sub Lien), VRDN, 4.25%, 12/7/00
                (LOC: Commerzbank A.G.)                                   36,140,000
  19,885,000  Seattle Drain & Wastewater Utility Rev.,
                Series 2000 SG-135, VRDN, 4.22%,
                12/7/00 (MBIA)                                            19,885,000
   7,495,000  Seattle Municipal Light & Power Rev.,
                Series 2000 PT-422, VRDN, 4.22%, 12/7/00                   7,495,000
   6,915,000  Seattle Municipality of Metropolitan Seattle,
                Series 2000 PA-731R, VRDN, 4.22%,
                12/7/00 (AMBAC)                                            6,915,000
   9,900,000  Seattle Water System Rev., VRDN, 4.15%,
                12/6/00 (LOC: Bayerische Landesbank)                       9,900,000
   8,000,000  Tacoma Electric System Rev., (Linked
                Savers & Ribs), 6.51%, 12/5/00,
                Prerefunded at 102% of Par (AMBAC)                         8,173,655
   7,000,000  Washington, Series 1995 SG-37, VRDN,
               4.22%, 12/7/00                                              7,000,000
  32,400,000  Washington, Series 1996 A-VR, VRDN,
                4.00%, 12/6/00                                            32,400,000
   5,000,000  Washington Public Power Supply System,
                Series 1990 C, 7.38%, 7/1/01, Prerefunded
                at 102% of Par (FGIC)                                      5,112,131


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

THE TAX EXEMPT MONEY MARKET PORTFOLIO
SCHEDULE OF INVESTMENTS
- --------------------------------------------------------------------------------
                                                                    (Continued)

NOVEMBER 30, 2000


PRINCIPAL AMOUNT                                                          VALUE
- -------------------------------------------------------------------------------
                                                             
 $ 5,000,000  Washington Public Power Supply System,
                 Series 1991 A, 6.88%, 7/1/01, Prerefunded
                 at 102% of Par                                          $ 5,170,032
  17,235,000  Washington Public Power Supply
                 System Project No. 2 Electric Rev., Series
                 1998 2A-1, VRDN, 4.10%, 12/6/00 (MBIA)                   17,235,000
                                                                     ---------------
                                                                         156,986,665
                                                                     ---------------
WEST VIRGINIA - 0.0%(z)
   1,400,000  Marshall County Rev., (Bayer Corp.
                 Project), VRDN, 4.25%, 12/1/00                           1,400,000
                                                                     --------------
WISCONSIN - 0.7%
   7,020,000  State of Wisconsin CP, 4.35%, 3/6/01                         7,020,000
   5,830,000  Wisconsin Clean Water Rev., Series
                 2000 PA-718, VRDN, 4.22%, 12/7/00,
                 Prerefunded at 100% of Par                                5,830,000
   8,630,000  Wisconsin Health & Education Facilities
                 Auth., (St. Lukes Medical Center),
                 VRDN, 4.20%, 12/6/00 (LOC: Bank One
                 Chicago N.A.)                                             8,630,000
                                                                      --------------
                                                                          21,480,000
                                                                      --------------
WYOMING - 1.3%
   7,510,000  Gillette Pollution Control Rev., VRDN,
                 4.25%,12/6/00 (LOC: Commerzbank A.G.)                     7,510,000
  32,000,000  Sweetwater County Pollution Control
                 Rev., Series 1990 A, (Pacificorp),
                 VRDN, 4.10%, 12/6/00 (LOC:
                 Commerzbank A.G.)                                        32,000,000
                                                                      --------------
                                                                          39,510,000
                                                                      --------------
OTHER - 9.0%
  31,495,000  ABN Amro Munitops Certificate Trust, Series
                 1999-6, VRDN, 4.23%, 12/6/00 (PSF)                       31,495,000
  10,000,000  ABN Amro Munitops Certificate Trust,
                 144A, Series 1999-9, VRDN, 4.23%,
                 12/6/00 (PSF)                                            10,000,000
  16,610,000  ABN Amro Munitops Certificate Trust,
                 144A, Series-4, VRDN, 4.23%, 12/6/00
                 (FGIC)                                                   16,610,000
   6,650,000  ABN Amro Munitops Certificate Trust,
                 144A, Series 2000-10, VRDN, 4.23%,
                 12/7/00 (MBIA)                                            6,650,000
  14,990,000  ABN Amro Munitops Certificate Trust, Series
                 2000-11, VRDN, 4.30%, 12/6/00 (PSF)                      14,990,000
  14,185,000  ABN Amro Munitops Certificate Trust, Series
                 2000-13, VRDN, 4.35%, 2/1/01 (PSF)                       14,185,000
  30,795,000  ABN Amro Munitops Certificate Trust, Series
                 2000-16, VRDN, 4.45%, 12/1/00 (FGIC)                     30,795,000
  12,140,000  IBM Tax Exempt Grantor, 4.37%, 12/7/00                      12,140,000
 137,960,000  Puttable Floating Tax Exempt Receipts, 4.65%,
                 1/31/01                                                 137,960,000
                                                                      --------------
                                                                         274,825,000
                                                                      --------------
TOTAL INVESTMENTS AT AMORTIZED COST
AND VALUE - 100.0%                                                    $3,048,387,351
                                                                      ==============

AMBAC - AMBAC Assurance Corporation
COP - Certificates of Participation
CP - Commercial Paper
FGIC - Financial Guaranty Insurance Co.
FHA - Federal Housing Authority
FNMA - Federal National Mortgage Association
FSA - Financial Security Assurance Inc.
GO - General Obligation
LOC - Letter of Credit
MBIA - MBIA Insurance Corp.
PSF - Permanent School Fund
VRDN - Variable Rate Demand Note.  Interest reset date is indicated and used in
(s) calculating the weighted average portfolio maturity. Rate shown is effective
November 30, 2000.
144A - Securities restricted for resale to Qualified Institutional Buyers.
(z) Category is less than 0.05% of total investment securities.


The Accompanying Notes are an Integral Part of the Financial Statements.
                                                                        19


THE TAX EXEMPT MONEY MARKET PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
- --------------------------------------------------------------------------------

NOVEMBER 30, 2000

                                                           
ASSETS
Investments at Amortized Cost and Value
                                                                $3,048,387,351
Cash                                                                   463,501
Receivable for Investment Sold                                      25,286,196
Interest Receivable                                                 25,845,117
Prepaid Trustees' Fees and Expenses                                      3,422
Prepaid Expenses and Other Assets                                        4,234
                                                              ------------------
TOTAL ASSETS                                                     3,099,989,821
                                                              ------------------

LIABILITIES
Payable for Investments Purchased                                   30,795,000
Advisory Fee Payable                                                   332,434
Administrative Service Fee Payable                                      58,386
Fund Services Fee Payable                                                1,884
Administration Fee Payable                                                 520
Accrued Expenses and Other Liabilities                                  62,866
                                                              -----------------
TOTAL LIABILITIES                                                   31,251,090
                                                              -----------------

NET ASSETS
Applicable to Investors' Beneficial Interests                   $3,068,738,731
                                                              =================


    The Accompanying Notes are an Integral Part of the Financial Statements.
20

THE TAX EXEMPT MONEY MARKET PORTFOLIO
STATEMENT OF OPERATIONS
- --------------------------------------------------------------------------------

FOR THE YEAR ENDED NOVEMBER 30, 2000

                                                                
INVESTMENT INCOME
INCOME
Interest Income                                                    $103,685,089
                                                                   -------------
EXPENSES
Advisory Fee                                                         3,549,154
Administrative Services Fee                                            609,231
Custodian Fees and Expenses                                            276,937
Professional Fees                                                       51,912
Fund Services Fee                                                       38,016
Administration Fee                                                      16,111
Trustees' Fees and Expenses                                             27,619
Printing Expenses                                                       11,251
Insurance Expenses                                                       5,021
Miscellaneous                                                              494
                                                                   -------------
   Total Expenses                                                     4,585,746
                                                                   -------------
NET INVESTMENT INCOME                                                99,099,343
                                                                   -------------
NET REALIZED LOSS ON INVESTMENT TRANSACTIONS                           (30,651)
                                                                   -------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                $99,068,692
                                                                   =============


The Accompanying Notes are an Integral Part of the Financial Statements.
                                                                        21


THE TAX EXEMPT MONEY MARKET PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
FOR THE YEARS ENDED NOVEMBER 30 AND AUGUST 31 (EXCEPT AS NOTED)


INCREASE IN NET ASSETS                                             2000               1999(a)          1999(b)
                                                                                        
FROM OPERATIONS
Net Investment Income                                          $ 99,099,343       $ 16,790,180      $ 61,617,426
Net Realized Loss on Investments                                   (30,651)          (242,070)           (34,717)
                                                            ----------------  -----------------  -----------------
    Net Increase in Net Assets Resulting from Operations         99,068,692        16,548,110         61,582,709
                                                            ----------------  -----------------  -----------------

TRANSACTIONS IN INVESTORS' BENEFICIAL INTERESTS
Contributions                                                 12,072,050,659     2,001,929,620      9,900,983,737
Withdrawals                                                  (11,168,958,728)   (2,016,389,311)   (9,742,212,684)
                                                            -----------------  ----------------  -----------------
   Net Increase (Decrease) from Investors' Transactions         903,091,931       (14,459,691)       158,771,053
                                                            -----------------  ----------------  -----------------
   Total Increase in Net Assets                               1,002,160,623         2,088,419        220,353,762
                                                            -----------------  ----------------  ------------------

NET ASSETS
Beginning of Period                                           2,066,578,108     2,064,489,689       1,844,135,927
                                                             ----------------  ----------------  ------------------
End of Period                                                $ 3,068,738,731   $ 2,066,578,108    $ 2,064,489,689
                                                             ================  ================  ==================

SUPPLEMENTARY DATA


                                 FOR THE YEARS ENDED NOVEMBER 30           FOR THE YEARS ENDED AUGUST 31
                               -----------------------------------   ----------------------------------------
                                       2000        1999(A)               1999       1998     1997      1996
                               -----------------------------------   -----------------------------------------
                                                                                     
RATIOS TO AVERAGE NET ASSETS
     Expenses                          0.18%       0.20%(c)              0.20%     0.22%      0.24%      0.25%
     Net Investment Income             3.89%       3.29%(c)              3.00%     3.38%      3.34%      3.40%

(a) For the three months ended November 30, 1999
(b) For the year ended August 31, 1999
(c) Annualized


   The Accompanying Notes are an Integral Part of the Financial Statements.
22

THE TAX EXEMPT MONEY MARKET PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

NOVEMBER 30, 2000
- --------------------------------------------------------------------------------
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    ORGANIZATION--The Tax Exempt Money Market 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 on January 29, 1993. The Portfolio
commenced  operations on July 12, 1993. The Portfolio's investment objective is
to provide a high level of current income exempt from federal income tax and
maintain a high  level of liquidity. The Declaration of Trust permits the
Trustees to issue an unlimited number of beneficial  interests in the Portfolio

    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 Portfolio:

    SECURITY VALUATIONS--Investments are valued at  amortized cost which
approximates market value. The amortized cost method of valuation values a
security  at its cost at the time of purchase and thereafter assumes  a constant
amortization to maturity of any discount  or premium, regardless of the impact
of fluctuating  interest rates on the market value of the instruments.

    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--Interest income is recorded  on the accrual basis and
includes accretion of discounts  and amortization of premiums.

    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 0.20%  of the Portfolio's average
daily net assets up to $1 billion and 0.10% on any excess over $1 billion.

    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 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.


                                                                            23


THE TAX EXEMPT MONEY MARKET PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
                                                                    (Continued)
NOVEMBER 30, 2000
- --------------------------------------------------------------------------------
2. TRANSACTIONS WITH AFFILIATES (CONTINUED)

    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 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. The allocated portion
of such compensation  and benefits included in the Fund Services Fee shown  on
the Statement of Operations was $7,220.

- --------------------------------------------------------------------------------
3. SUBSEQUENT EVENT

    The merger of J.P. Morgan & Co. Incorporated, the  former parent company of
the Portfolio'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 Portfolio's adviser.


24


REPORT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------

To the Trustees and Investors of
The Tax Exempt Money Market Portfolio

In our opinion, the accompanying statement of assets and liabilities, including
the schedule of investments,  and the related statements of operations and of
changes in net assets and the supplementary data present fairly, in all material
respects, the financial position of The Tax Exempt Money Market Portfolio (the
"Portfolio")  at November 30, 2000, the results of its operations for the year
then ended, the changes in its net assets for the year then ended, for the three
months ended November 30, 1999 and for the year ended August 31, 1999  and the
supplementary data for the year then ended, for the three months ended November
30, 1999 and for each of the four years in the period ended August 31, 1999, in
conformity with accounting principles generally accepted in the United States of
America. These financial statements and financial highlights (hereafter referred
to as "financial statements") are the responsibility of the Portfolio's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these financial
statements in accordance with auditing standards generally accepted in the
United States of America, which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits, which included confirmation of securities at November 30, 2000 by
correspondence with the custodian and brokers, provide a reasonable basis for
our opinion.

PricewaterhouseCoopers LLP
New York, New York
January 16, 2001


                                                                             25


NOTES
- --------------------------------------------------------------------------------


26


NOTES
- --------------------------------------------------------------------------------


                                                                              27


NOTES
- --------------------------------------------------------------------------------


28


[back cover]

J.P. MORGAN INSTITUTIONAL FUNDS

       Federal Money Market Fund
           ---------------------------------------------------------------------
       Prime Money Market Fund
           ---------------------------------------------------------------------
       Treasury Money Market Fund
           ---------------------------------------------------------------------
       Tax Aware Enhanced Income Fund:
           Institutional Shares
           ---------------------------------------------------------------------
       Tax Exempt Money Market Fund
           ---------------------------------------------------------------------
       Short Term Bond Fund
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       Bond Fund
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       Global Strategic Income Fund
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       Tax Exempt Bond Fund
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       California Bond Fund:
           Institutional Shares
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       New York Tax Exempt Bond Fund
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       Diversified Fund
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       Disciplined Equity Fund
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       Large Cap Growth Fund:
           Institutional Shares
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       Market Neutral Fund:
           Institutional Shares
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       Tax Aware U.S. Equity Fund:
           Institutional Shares
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       Tax Aware Disciplined Equity Fund:
           Institutional Shares
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       U.S. Equity Fund
           ---------------------------------------------------------------------
       U.S. Small Company Fund
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       Emerging Markets Equity Fund
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       European Equity Fund
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       International Equity Fund
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       International Opportunities Fund
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       SmartIndex(tm) Fund:
           Institutional Shares
           ---------------------------------------------------------------------
       For more information on the J.P. Morgan
           Institutional Funds, 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-ANN-24243   0101