<PAGE>
LETTER TO THE SHAREHOLDERS OF CALIFORNIA BOND FUND
May 30, 1997
Dear Shareholder:
The California Bond Fund provided competitive returns in the inaugural period
from December 23, 1996 (commencement of operations) to April 30, 1997,
performing approximately in line with similar funds, as measured by the Lipper
California Intermediate Municipal Debt Fund Average. For the initial reporting
period, JPM Institutional Shares returned 0.25%* and JPM Pierpont Shares 0.23%*
compared with 0.32% for the Lipper Average. The Fund's benchmark, the Lehman
Brothers 1-16 Year Municipal Bond Index, returned 0.71% over the same period. We
feel it is important to note, however, that this benchmark is an unmanaged index
whose performance does not include fees or operating expenses, and which is not
available to individual and/or institutional investors.
Net asset values of JPM Institutional and JPM Pierpont Shares on April 30, 1997
were $9.90 and $10.04, respectively. Net assets attributable to JPM
Institutional Shares stood at $14.8 million on that date, while those of JPM
Pierpont Shares were $0.3 million. During the period, the Fund made
distributions of $0.16 and $0.01 to JPM Institutional and JPM Pierpont
shareholders, respectively. Approximately 82% of these distributions represent
tax-exempt interest dividends. The net assets of the Fund, totaled approximately
$15.1 million.
This report includes a Q&A beginning on page 3, in which Elizabeth Augustin, the
portfolio manager with primary responsibility for management of the Fund,
answers some questions about activity in the period since the Fund's inception
and offers an outlook for California municipal bonds over the coming months. As
always, we welcome your comments or questions. Please call J.P. Morgan Funds
Services toll free at the telephone numbers indicated on the cover of this
report.
Sincerely yours,
/s/ Evelyn E. Guernsey
Evelyn E. Guernsey
J.P. Morgan Funds Services
*12/23/96 -- COMMENCEMENT OF OPERATIONS OF CALIFORNIA BOND FUND (RETURNS BASED
ON MONTH END FOLLOWING INCEPTION; RETURN SINCE INCEPTION: JPM INSTITUTIONAL
SHARES RETURNED 0.56% AND JPM PIERPONT SHARES RETURNED 0.51%).
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
LETTER TO THE SHAREHOLDERS. . . . . . . . . . . . . . . . . . . . . .1
FUND PERFORMANCE. . . . . . . . . . . . . . . . . . . . . . . . . . .2
PORTFOLIO MANAGER Q & A . . . . . . . . . . . . . . . . . . . . . . .3
GLOSSARY OF TERMS . . . . . . . . . . . . . . . . . . . . . . . . . .5
FUND FACTS AND HIGHLIGHTS . . . . . . . . . . . . . . . . . . . . . .6
FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . . . . . . .8
- --------------------------------------------------------------------------------
1
<PAGE>
FUND PERFORMANCE
EXAMINING PERFORMANCE
There are several ways to evaluate a mutual fund's performance. One approach is
to review a fund's average annual total return. This figure takes the fund's
actual (or cumulative) 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 1, 5, or 10 years (or since inception). Total returns
for periods of less than one year are not annualized and provide a picture of
how a fund has performed over the short term.
PERFORMANCE TOTAL RETURNS
----------------------------------------
ONE THREE SINCE
AS OF APRIL 30, 1997 MONTH MONTHS INCEPTION*
- --------------------------------------------------------------------------------
JPM Institutional Shares 0.59% 0.45% 0.25%
JPM Pierpont Shares** 0.57% 0.43% 0.23%
Lehman Brothers 1-16
Year Municipal Bond Index 0.64% 0.32% 0.71%
Lipper California Intermediate
Municipal Debt Fund Average 0.47% 0.12% 0.32%
AS OF MARCH 31, 1997
- --------------------------------------------------------------------------------
JPM Institutional Shares -0.98% -0.34% -0.34%
JPM Pierpont Shares** -0.98% -0.34% -0.34%
Lehman Brothers 1-16
Year Municipal Bond Index -1.13% 0.07% 0.07%
Lipper California Intermediate
Municipal Debt Fund Average -0.95% -0.12% -0.16%
*12/23/96 -- COMMENCEMENT OF OPERATIONS OF CALIFORNIA BOND FUND (RETURNS BASED
ON MONTH END FOLLOWING INCEPTION; RETURN SINCE INCEPTION: JPM INSTITUTIONAL
SHARES RETURNED 0.56% AND JPM PIERPONT SHARES RETURNED 0.51%).
**CONSISTENT WITH APPLICABLE REGULATORY GUIDANCE, PERFORMANCE FOR THE FUND'S
JPM PIERPONT SHARES PRIOR TO APRIL 21, 1997, REFLECTS THE PERFORMANCE OF THE
FUND'S JPM INSTITUTIONAL SHARES. THE PERFORMANCE FOR SUCH PERIOD REFLECTS THE
DEDUCTION OF LOWER CHARGES AND EXPENSES ASSOCIATED WITH HOLDING JPM
INSTITUTIONAL SHARES.
PAST PERFORMANCE IS NOT A GUARANTEE OF FUTURE RESULTS. FUND RETURNS ARE NET OF
FEES AND ASSUME THE REINVESTMENT OF DISTRIBUTIONS AND REFLECT REIMBURSEMENT OF
CERTAIN FUND EXPENSES AS DESCRIBED IN THE PROSPECTUS. THE LEHMAN BROTHERS 1-16
YEAR MUNICIPAL BOND INDEX REPRESENTS AN UNMANAGED PORTFOLIO IN WHICH INVESTORS
MAY NOT DIRECTLY INVEST. LIPPER ANALYTICAL SERVICES, INC. IS A LEADING RESOURCE
FOR MUTUAL FUND DATA. NO REPRESENTATION IS MADE THAT INFORMATION GATHERED FROM
THESE SOURCES IS ACCURATE OR COMPLETE.
2
<PAGE>
PORTFOLIO MANAGER Q&A
[PHOTO]
This interview was conducted with ELIZABETH AUGUSTIN, Portfolio Manager for the
California Bond Fund. Elizabeth joined Morgan in 1983 and has extensive
experience across a broad range of markets, including mortgages, convertibles,
money markets, and tax exempt securities. This interview was conducted on May
12, 1997 and represents her views on that date.
ELIZABETH, THIS IS OUR INAUGURAL REPORT FOR THIS FUND, WHICH WAS LAUNCHED ON
DECEMBER 23, 1996. COULD YOU DISCUSS SOME OF THE FACTORS THAT WERE CONSIDERED IN
ITS DESIGN?
EA: Primarily, the Fund was designed to provide a high quality, tax free
investment vehicle for California investors. We positioned the average maturity
in the intermediate part of the curve because we have found that this area
represents the best value on a risk/reward basis. Although we will be purchasing
securities across the yield curve, we will be focusing on the intermediate part,
which we have found offers three-quarters of the yield of long-term bonds with
only half of the volatility. Additionally, the Fund's investment policies do
allow for a minimal percentage in below-investment-grade credits, thereby
allowing access to opportunities in that part of the market without sacrificing
a high quality profile for the Fund overall.
IN SOME RESPECTS THE FUND WAS LAUNCHED AT WHAT COULD BE DESCRIBED AS A
CHALLENGING TIME--INTEREST RATES WERE RISING IN ANTICIPATION OF AN INCREASE IN
THE FEDERAL FUNDS RATE (WHICH, OF COURSE, DID OCCUR) AND MUNICIPAL SUPPLY HAS
ALSO REMAINED TIGHT. HOW DID THESE FACTORS AFFECT THE INITIAL INVESTMENT OF THE
FUND?
EA: An existing portfolio is generally hurt by rising rates, but as a Fund being
invested for the first time, the higher rates were advantageous. In terms of
supply, California municipal supply has been extremely tight from the beginning
of the year. Nonetheless, our trading desk is resourceful, and the Fund has
acquired a well-diversified set of California holdings with an average credit
quality of AA+.
COULD YOU DISCUSS SOME OF THE FACTORS THAT ARE CURRENTLY AFFECTING THE
CALIFORNIA ECONOMY AND THE IMPACT THAT THESE HAVE HAD ON CALIFORNIA MUNICIPAL
ISSUES?
EA: The California economy was slower than other states to recover from the
recession of the early 1990s, but at this point appears to have fully recovered,
with a corresponding improvement in the balance of the State General Fund. This
improvement has also filtered down to the local level. For instance, state aid
to local school districts has increased. Importantly, there has also been a
structural improvement to the California economy in that it has become much
better diversified, away from defense and toward a variety of service
industries. Many California bond issues have benefited from these improvements.
3
<PAGE>
MANY NEW STATE ADMINISTRATIONS -- NEW YORK AND NEW JERSEY COME TO MIND -- HAVE
BEEN ELECTED ON, AND SUBSEQUENTLY IMPLEMENTED, PLATFORMS OF FISCAL
RESPONSIBILITY. ARE YOU SEEING A SIMILAR IMPETUS IN CALIFORNIA?
EA: It's a very different landscape in California politically. For example,
voters recently passed Proposition 218, which mandates that voters must approve
measures to raise revenues. There is some uncertainty as to the extent of this
Proposition's applicability and therefore which bonds require voter approval.
The extent to which the proposition will restrict the revenue-raising abilities
of local entities, especially cities, is also not yet clear and is something
that we will have to assess on a case-by-case basis. However, it is important to
note that Proposition 218 is not of nearly the magnitude of Proposition 13,
which restricted the amount of revenues that could be raised for schools. It
should be noted that the Fund is purchasing bonds, such as certain types of
revenue bonds, which we believe are insulated from the reach of Proposition 218.
THE BENCHMARK FOR THIS FUND IS THE LEHMAN 1-16 YEAR MUNICIPAL BOND INDEX, A
NATIONAL INDEX. COULD YOU DISCUSS SOME OF THE REASONS FOR THE SELECTION OF THAT
PARTICULAR BENCHMARK?
EA: When you select a benchmark for a fund, you have to consider a number of
different factors in the composition of that benchmark. For a bond fund, these
would include quality, maturity, possibly sector weightings, and in the case of
a municipal benchmark, weightings of municipalities within the benchmark. The
Lehman 1-16 Year Municipal Bond Index has the general quality and maturity
profile we seek, offers good diversification of risk, and, as a national index,
is also a good overall reflection of today's municipal market.
ALTHOUGH PERFORMANCE FROM INCEPTION OF THE FUND HAS LAGGED THAT OF THE BENCHMARK
AND COMPETITORS, THIS IS UNDERSTANDABLE, GIVEN THAT INVESTING A NEW FUND CANNOT
BE DONE QUICKLY WITHOUT ALSO BEING EXPENSIVE. IT HAS STRENGTHENED CONSIDERABLY
IN THE PAST FEW MONTHS AND HAS RECENTLY SURPASSED THE FUND'S COMPETITIVE
UNIVERSE BY A COMFORTABLE MARGIN. TO WHAT DO YOU ATTRIBUTE THE FUND'S RECENT
STRONG SHOWING VIS-A-VIS ITS COMPETITORS?
EA: Performance comparisons in the first couple of months of a fund's opening
are difficult. I believe that our strategy of purchasing premium bonds, which
tend to retain value better in a rising rate environment, has contributed to the
good showing. The Fund's distribution of holdings across the yield curve has
also been beneficial as the municipal yield curve has flattened.
LOOKING FORWARD, WHAT OPPORTUNITIES DO YOU SEE IN THIS MARKET, AND HOW DO YOU
EXPECT TO POSITION THE FUND TO TAKE ADVANTAGE OF THEM?
EA: We expect that the municipal market will benefit from corrections in the
stock market, as we believe that many retail investors who wish to reduce stock
holdings will move into municipals. I expect California supply to remain
relatively tight which will require us to be aggressive while remaining
selective in our purchasing of bonds. Issuance of Puerto Rico general obligation
bonds and revenue bonds, which are tax exempt in California, are likely to
continue to be a source of attractive after-tax yields while California supply
is low. In addition, we'll look to add A and BBB securities as attractive
opportunities present themselves.
4
<PAGE>
GLOSSARY OF TERMS
BASIS POINT: A measure used in quoting bond yields. One basis point equals 0.01%
of yield. For example if a bond's yield changed from 10.25% to 11.00%, it would
have moved 75 basis points.
CREDIT RATING: The rating assigned to a bond by independent rating agencies such
as Standard & Poor's and Moody's. In evaluating creditworthiness, these agencies
assess the issuer's present financial condition and future ability and
willingness to make principal and interest payments when due.
DURATION: Duration is used as a measure of the relative sensitivity of the price
of a security to a change in interest rates. The longer the duration, the more
sensitive the bond is to interest rate moves. For example, a bond with a 5-year
duration will experience an approximate 5% increase in price if interest rates
drop 100 basis points (1%) while a bond with a 10-year duration would see its
price rise by approximately 10%.
MATURITY: The date on which the life of a financial instrument ends through cash
or physical settlement, or expiration with no value, or the date a security
comes due and fully payable. Average maturity refers to the average time to
maturity of the entire portfolio.
YIELD CURVE: A graph showing the term structure of interest rates at a point in
time, ranging from the shortest to the longest available. The resulting curve
shows if short-term interest rates are higher or lower than long-term rates.
YIELD SPREAD: The difference in yield between different types of securities. For
example, if a Treasury bond is yielding 6.5% and a municipal is yielding 5.5%,
the spread is 1% or 100 basis points.
ZERO COUPON BOND: A debt instrument sold at a discount to its face value. The
bond makes no payments until maturity, at which time it is redeemed at face
value. Effectively, the interest received is the difference between face value
and the price paid for the security.
5
<PAGE>
FUND FACTS
INVESTMENT OBJECTIVE
The California Bond Fund seeks to provide a high after-tax total return for
California residents consistent with moderate risk of capital. It is designed
for investors subject to federal and California income taxes who seek a high
after-tax total return and who are willing to receive some taxable income and
capital gains to achieve that return.
- --------------------------------------------------------------------------------
COMMENCEMENT OF OPERATIONS
JPM INSTITUTIONAL SHARES: 12/23/96
JPM PIERPONT SHARES: 4/21/97
- --------------------------------------------------------------------------------
NET ASSETS AS OF 4/30/97
JPM INSTITUTIONAL SHARES: $14,792,628
JPM PIERPONT SHARES: $301,603
- --------------------------------------------------------------------------------
DIVIDEND PAYABLE DATES
MONTHLY
- --------------------------------------------------------------------------------
CAPITAL GAIN PAYABLE DATES (IF APPLICABLE)
12/19/97
EXPENSE RATIOS
JPM INSTITUTIONAL SHARES: 0.45%
JPM PIERPONT SHARES: 0.62%
The current annual expense ratios cover 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 APRIL 30, 1997
SECTOR ALLOCATION
(PERCENTAGE OF TOTAL INVESTMENTS)
[PIE CHART]
INSURED 49.0%
REVENUE BONDS 28.3%
GENERAL OBLIGATIONS 12.2%
SHORT-TERM INVESTMENTS 9.5%
U.S. TREASURY OBLIGATIONS 1.0%
30-DAY SEC YIELD
JPM Institutional Shares: 4.82%
JPM Pierpont Shares: N/A
DURATION
6.17 years
QUALITY PROFILE
AAA* 60.0%
AA 21.0%
A 11.0%
Other 8.0%
* INCLUDES U.S. TREASURY OBLIGATIONS AND CASH
6
<PAGE>
FUNDS DISTRIBUTOR, INC. IS THE DISTRIBUTOR OF SHARES OF CALIFORNIA BOND FUND
(THE "FUND").
MORGAN GUARANTY TRUST COMPANY OF NEW YORK ("MORGAN") SERVES AS INVESTMENT
ADVISOR AND MAKES THE FUND SHARES AVAILABLE SOLELY IN ITS CAPACITY AS
SHAREHOLDER SERVICING AGENT FOR CUSTOMERS. INVESTMENTS IN THE FUND ARE NOT
DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, MORGAN OR ANY OTHER
BANK. THE FUND IS NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER GOVERNMENTAL AGENCY.
INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT IN THE FUND CAN
FLUCTUATE, SO AN INVESTOR'S SHARES WHEN REDEEMED MAY BE WORTH MORE OR LESS THAN
THEIR ORIGINAL COST.
Performance data quoted herein represent past performance. Please remember that
past performance is not a guarantee of future results. Fund returns are net of
fees, assume the reinvestment of distributions, and reflect reimbursement of
certain Fund expenses. Had expenses not been subsidized, returns would have
been lower.
MORE COMPLETE INFORMATION ABOUT THE FUND, INCLUDING MANAGEMENT FEES AND OTHER
EXPENSES, IS PROVIDED IN THE PROSPECTUS, WHICH SHOULD BE READ CAREFULLY BEFORE
INVESTING. YOU MAY OBTAIN ADDITIONAL COPIES OF THE PROSPECTUSES
FOR JPM INSTITUTIONAL SHARES AND JPM PIERPONT SHARES BY CALLING J.P. MORGAN
FUNDS SERVICES AT (800) 766-7722 OR
(800) 521-5411, RESPECTIVELY.
7
<PAGE>
CALIFORNIA BOND FUND
SCHEDULE OF INVESTMENTS
APRIL 30, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRINCIPAL MOODY'S/
AMOUNT SECURITY S&P MATURITY
(IN THOUSANDS) SECURITY DESCRIPTION TYPE (UNAUDITED) DATE RATE VALUE
- -------------- ---------------------------------------------- -------- ------------ ------------ ------- ------------
<C> <S> <C> <C> <C> <C> <C>
LONG-TERM INVESTMENTS (94.3%)
CALIFORNIA (87.9%)
$ 500 Alameda Public Financing Authority, RB NR/NR 09/02/06 5.900% $ 506,395
(Refunding, Marina Revenue, Special
Assessment) WI..............................
1,000 Anaheim Public Financing Authority, (Public RB Aaa/AAA 09/01/10 6.000 1,064,270
Improvements, Series C), FSA Insured........
1,000 California.................................... GO A1/A+ 04/01/03 6.800 1,096,450
525 California Educational Facilities Authority, RB Baa2/NR 04/01/07 6.750 561,372
(University and College Improvements,
University and College Revenues, Series
B)..........................................
1,150 Center University School District, Zero GO Aaa/AAA 09/01/11 0.000 518,087
Coupon, (Refunding, School Improvements,
Property Tax Revenue, Series C), MBIA
Insured.....................................
500 Contra Costa Transportation Authority, RB Aaa/AAA 03/01/05 6.000 533,050
(Highway Improvements, Sales Tax Revenue,
Series A), FGIC Insured.....................
600 La Quinta Redevelopment Agency, (Refunding, RB Aaa/AAA 09/01/11 7.300 706,416
Public Improvements, Special Tax) MBIA
Insured.....................................
600 Long Beach, (Airport and Marina Improvements, RB Aaa/AAA 05/15/05 6.500 650,712
Airport and Marina Revenue) MBIA Insured....
600 Los Angeles County Public Works, (Refunding, RB Aaa/AAA 09/01/06 6.000 639,666
Series A), MBIA Insured.....................
1,000 Los Angeles Department of Airports, RB Aa/AA 05/01/97(a) 7.300 1,020,090
(Prerefunded, Airport and Marina Revenue,
Series B, due 05/01/03).....................
</TABLE>
The Accompanying Notes are an Integral Part of the Financial Statements.
8
<PAGE>
CALIFORNIA BOND FUND
SCHEDULE OF INVESTMENTS (CONTINUED)
APRIL 30, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRINCIPAL MOODY'S/
AMOUNT SECURITY S&P MATURITY
(IN THOUSANDS) SECURITY DESCRIPTION TYPE (UNAUDITED) DATE RATE VALUE
- -------------- ---------------------------------------------- -------- ------------ ------------ ------- ------------
<C> <S> <C> <C> <C> <C> <C>
CALIFORNIA (CONTINUED)
$ 500 Los Angeles Department of Water and Power, RB Aa3/A+ 04/01/02(a) 6.750% $ 548,090
(Crossover Refunded, Electric Power and
Light Improvements, Electric Power and Light
Revenues, due 04/01/32).....................
500 Los Angeles Wastewater System, (Refunding, RB Aaa/AAA 02/01/03 6.000 527,750
Sewer Revenue, Series A), FGIC Insured......
1,700 Metropolitan Water District, (Water Utility RB Aa/AA 07/01/06 6.000 1,821,091
Improvements, Water Revenue, Series C)
(c).........................................
200 Modesto Irrigation District, (Refunding, RB Aaa/AAA 10/01/04 5.150 203,320
Electric Power and Light Improvements,
Electric Power and Light Revenues, Series
A), MBIA Insured............................
200 Port of Oakland, (Airport and Marina RB Aaa/AAA 11/01/07 6.000 210,342
Improvements, Airport and Marina Revenue,
Series G), MBIA Insured.....................
200 Riverside County Transportation Authority, RB Aaa/AAA 06/01/07 5.750 210,302
(Transit Improvements, Sales Tax Revenue,
Series A), AMBAC Insured....................
340 San Diego Public Facilities Financing RB Aaa/AAA 05/15/99 3.900 336,872
Authority, (Sewer Improvements, Sewer
Revenue, Series A), FGIC Insured............
1,000 San Diego Regional Transportation Authority, RB Aaa/AAA 04/01/07 5.500 1,031,580
(Highway and Transit Improvements, Sales Tax
Revenue, Series A), FGIC Insured............
</TABLE>
The Accompanying Notes are an Integral Part of the Financial Statements.
9
<PAGE>
CALIFORNIA BOND FUND
SCHEDULE OF INVESTMENTS (CONTINUED)
APRIL 30, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRINCIPAL MOODY'S/
AMOUNT SECURITY S&P MATURITY
(IN THOUSANDS) SECURITY DESCRIPTION TYPE (UNAUDITED) DATE RATE VALUE
- -------------- ---------------------------------------------- -------- ------------ ------------ ------- ------------
<C> <S> <C> <C> <C> <C> <C>
CALIFORNIA (CONTINUED)
$ 650 San Jose Redevelopment Agency, (Refunding, RB Aaa/AAA 08/01/07 5.375% $ 664,599
Public Improvements, Tax Revenue), MBIA
Insured.....................................
400 Southern California Public Works Authority, RB Aaa/AAA 07/01/04 5.500 414,824
(Refunding, Electric Power Revenues, Series
A), AMBAC Insured...........................
------------
13,265,278
TOTAL CALIFORNIA..........................
------------
NEW YORK (1.4%)
200 New York, (Refunding, Series E)............... GO Baa1/BBB+ 02/15/06 6.500 211,064
------------
PUERTO RICO (4.0%)
600 Puerto Rico Commonwealth, (Refunding)......... GO Baa1/A 07/01/99 5.500 610,242
------------
U.S. TREASURY OBLIGATIONS (1.0%)
150 United States Treasury Notes.................. 10/15/06 6.500 147,411
------------
14,233,995
TOTAL LONG TERM INVESTMENTS (COST $14,308,460)..............................................
------------
SHORT-TERM INVESTMENTS (9.9%)
CALIFORNIA (9.9%)
500 California Pollution Control Financing VRDN VMIG1/A-1+ 05/01/97 (b) 3.850 500,000
Authority, (Refunding, PCR, Series B,
Southern California Edison Project, due
02/28/08)...................................
100 California Pollution Control Financing VRDN P-1/A-1+ 05/01/97 (b) 3.850 100,000
Authority, (Refunding, PCR, Series C,
Southern California Edison Project, due
02/28/08)...................................
</TABLE>
The Accompanying Notes are an Integral Part of the Financial Statements.
10
<PAGE>
CALIFORNIA BOND FUND
SCHEDULE OF INVESTMENTS (CONTINUED)
APRIL 30, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRINCIPAL MOODY'S/
AMOUNT SECURITY S&P MATURITY
(IN THOUSANDS) SECURITY DESCRIPTION TYPE (UNAUDITED) DATE RATE VALUE
- -------------- ---------------------------------------------- -------- ------------ ------------ ------- ------------
<C> <S> <C> <C> <C> <C> <C>
CALIFORNIA (CONTINUED)
$ 300 Chula Vista Industrial Development, VRDN VMIG1/A-1 05/01/97(b) 3.800% $ 300,000
(Refunding, IDR, Series A, San Diego Gas &
Electric Project, due 07/01/21).............
600 Pico Rivera Redevelopment Agency, due VRDN NR/A-1+ 05/06/97(b) 4.500 600,000
12/01/10, LOC-Wachovia Bank.................
------------
1,500,000
------------
1,500,000
TOTAL SHORT-TERM INVESTMENTS (COST $1,500,000)..............................................
------------
15,733,995
TOTAL INVESTMENTS (COST $15,808,460) (104.2%)...................................................
(639,764)
LIABILITIES IN EXCESS OF OTHER ASSETS (-4.2%)...................................................
------------
$ 15,094,231
NET ASSETS (100.0%).............................................................................
------------
------------
</TABLE>
- ------------------------------
Note: Based on the cost of investments of $15,808,460 for federal income tax
purposes at April 30, 1997, the aggregate gross unrealized appreciation and
depreciation was $26,359 and $100,824, respectively, resulting in net unrealized
depreciation of investments of $74,465.
(a) The date listed under the heading maturity date represents an optional
tender date. The actual maturity date is indicated in the security description.
(b) Variable Rate Demand Notes tender dates and/or interest rates are reset at
specified intervals which coincide with their tender feature.
(c) $700,000 par is segregated as collateral for when-issued security.
Abbreviations used in schedule of investments:
AMBAC - AMBAC Indemnity Corporation, FGIC - Financial Guaranty Insurance
Company, FSA - Financial Security Assurance, GO - General Obligation, IDR -
Industrial Development Revenue, LOC - Letter of Credit, MBIA - Municipal Bond
Investors Assurance, NR - Not Rated, PCR - Pollution Control Revenue, RB -
Revenue Bond, VRDN - Variable Rate Demand Note, WI - When-issued.
Definition of terms used:
Crossover Refunded-Bonds for which the issuer of the bond invests the proceeds
from a subsequent bond issue in cash and/or securities which have been
deposited.
Prerefunded-Bonds for which the issuer of the bond invests the proceeds from a
subsequent bond issuance in treasury securities, whose maturity coincides with
the first call of the first bond.
Refunding-Bonds for which the issuer has issued new bonds and canceled the old
issue.
When-issued-A conditional transaction in a security authorized for issuance but
not yet actually issued.
The Accompanying Notes are an Integral Part of the Financial Statements.
11
<PAGE>
CALIFORNIA BOND FUND
STATEMENT OF ASSETS AND LIABILITIES
APRIL 30, 1997
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
ASSETS
Investments at Value (Cost $15,808,460 ) $15,733,995
Cash 19,094
Receivable for Shares of Beneficial Interest Sold 195,000
Interest Receivable 190,775
Deferred Organization Expenses 44,233
Receivable for Expense Reimbursements 6,924
-----------
Total Assets 16,190,021
-----------
LIABILITIES
Dividends Payable to Shareholders 30,643
Payable for Investments Purchased 927,557
Organization Expenses Payable 43,060
Custody Fee Payable 7,622
Advisory Fee Payable 3,493
Administrative Services Fee Payable 625
Shareholder Servicing Fee Payable 436
Accrued Trustees' Fees and Expenses 71
Administration Fee Payable 47
Fund Services Fee Payable 4
Other Accrued Expenses 82,232
-----------
Total Liabilities 1,095,790
-----------
NET ASSETS $15,094,231
-----------
-----------
ANALYSIS OF NET ASSETS
Paid-in capital $15,225,694
Accumulated Net Realized Loss on Investments (56,998)
Net Unrealized Depreciation of Investments (74,465)
-----------
Net Assets $15,094,231
-----------
-----------
JPM INSTITUTIONAL SHARES
Applicable to 1,494,546 shares outstanding
(par value $0.001, unlimited shares authorized) $14,792,628
-----------
-----------
Net Asset Value, Offering and Redemption Price
per Share $9.90
----
----
JPM PIERPONT SHARES
Applicable to 30,033 shares outstanding
(par value $0.001, unlimited shares authorized) $ 301,603
-----------
-----------
Net Asset Value, Offering and Redemption Price
per Share $10.04
-----
-----
</TABLE>
The Accompanying Notes are an Integral Part of the Financial Statements.
12
<PAGE>
CALIFORNIA BOND FUND
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM DECEMBER 23, 1996 (COMMENCEMENT OF OPERATIONS) TO APRIL 30,
1997
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
INVESTMENT INCOME
Interest Income $167,208
EXPENSES
Professional Fees and Expenses $ 37,554
Printing Expenses 20,000
Registration Fees 17,667
Transfer Agent Fee 12,277
Custodian Fees and Expenses 11,073
Advisory Fee 10,233
Amortization of Organization Expenses 3,334
Shareholder Servicing Fee--JPM Institutional
Shares 1,543
Administrative Services Fee 1,332
Trustees' Fees and Expenses 110
Fund Services Fee 90
Administration Fee 68
Shareholder Servicing Fee--JPM Pierpont Shares 16
Miscellaneous 3,000
--------
Total Expenses 118,297
Less: Reimbursement of Expenses (102,848)
--------
NET EXPENSES 15,449
--------
NET INVESTMENT INCOME 151,759
NET REALIZED LOSS ON INVESTMENTS (56,998)
NET CHANGE IN UNREALIZED DEPRECIATION OF
INVESTMENTS (74,465)
--------
NET INCREASE IN NET ASSETS RESULTING FROM
OPERATIONS $ 20,296
--------
--------
</TABLE>
The Accompanying Notes are an Integral Part of the Financial Statements.
13
<PAGE>
CALIFORNIA BOND FUND
STATEMENT OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FOR THE PERIOD
DECEMBER 23,
1996
(COMMENCEMENT OF
OPERATIONS) TO
APRIL 30, 1997
----------------
<S> <C>
INCREASE IN NET ASSETS
FROM OPERATIONS
Net Investment Income $ 151,759
Net Realized Loss on Investments (56,998)
Net Change in Unrealized Depreciation of
Investments (74,465)
----------------
Net Increase in Net Assets Resulting from
Operations 20,296
----------------
DISTRIBUTIONS TO SHAREHOLDERS FROM NET INVESTMENT
INCOME
JPM Institutional Shares (151,425)
JPM Pierpont Shares (334)
----------------
Total Distributions from Net Investment
Income (151,759)
----------------
TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST
Proceeds from Shares of Beneficial Interest Sold 15,594,184
Reinvestment of Dividends 54,112
Cost of Shares of Beneficial Interest Redeemed (447,602)
----------------
Net Increase from Shareholder Transactions 15,200,694
----------------
Total Increase in Net Assets 15,069,231
NET ASSETS
Beginning of Period 25,000
----------------
End of Period $ 15,094,231
----------------
----------------
</TABLE>
The Accompanying Notes are an Integral Part of the Financial Statements.
14
<PAGE>
CALIFORNIA BOND FUND
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Selected data for a share outstanding throughout each period are as follows:
<TABLE>
<CAPTION>
JPM INSTITUTIONAL SHARES JPM PIERPONT SHARES
FOR THE PERIOD FOR THE PERIOD
DECEMBER 23, 1996 APRIL 21, 1997
(COMMENCEMENT OF (COMMENCEMENT OF
OPERATIONS) TO OPERATIONS) TO
APRIL 30, 1997 APRIL 30, 1997
------------------------ -------------------
<S> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $ 10.00 $ 10.00
------------------------ -------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income 0.16 0.01
Net Realized and Unrealized Gain (Loss) on
Investments (0.10) 0.04
------------------------ -------------------
Total from Investment Operations 0.06 0.05
------------------------ -------------------
LESS DISTRIBUTIONS TO SHAREHOLDERS FROM
Net Investment Income (0.16) (0.01)
------------------------ -------------------
NET ASSET VALUE, END OF PERIOD $ 9.90 $ 10.04
------------------------ -------------------
------------------------ -------------------
Total Return 0.56%(a) 0.51%(a)
------------------------ -------------------
------------------------ -------------------
RATIOS AND SUPPLEMENTAL DATA
Net Assets, End of Period (in thousands) $ 14,793 $ 302
Ratios to Average Net Assets
Expenses 0.45%(b) 0.62%(b)
Net Investment Income 4.43%(b) 4.52%(b)
Decrease Reflected in Expense Ratio due to
Expense Reimbursement 3.01%(b) 0.55%(b)
Portfolio Turnover Rate 40% 40%
</TABLE>
- ------------------------
(a) Not annualized.
(b) Annualized.
The Accompanying Notes are an Integral Part of the Financial Statements.
15
<PAGE>
CALIFORNIA BOND FUND
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 1997
- --------------------------------------------------------------------------------
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
California Bond Fund (the "Fund") is a series of JPM Series Trust, a
Massachusetts business trust (the "Trust"). The Trust, which was organized on
August 15, 1996, is registered under the Investment Company Act of 1940, as
amended, as a no-load, open-end management investment company. The Trustees of
the Trust have divided the beneficial interests in the Fund into two classes of
shares, JPM Institutional Shares and JPM Pierpont Shares. The investment
objective of the Fund is to provide a high after tax total return for California
residents consistent with moderate risk of capital. The Fund invests a
significant amount of its assets in debt obligations issued by political
subdivisions and authorities in the State of California. The issuer's ability to
meet their obligations may be affected by economic and political developments
within the State of California. The Declaration of Trust permits the Trustees to
issue an unlimited number of shares in the Fund.
The preparation of financial statements in accordance with generally accepted
accounting principles 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:
a)Securities are valued by an outside independent pricing service approved
by the Trustees. The value of each security for which readily available
market quotations exist is based on a decision as to the broadest and most
representative market for such security. The value of such security will
be based either on the last sale price on a national securities exchange,
or, in the absence of recorded sales, at the readily available closing bid
price on such exchanges, or at the quoted bid price in the
over-the-counter market. Because of the large number of municipal bond
issues outstanding and the varying maturity dates, coupons and risk
factors applicable to each issuer's bonds, no readily available market
quotations exist for most municipal securities. Securities or other assets
for which market quotations are not readily available are valued in
accordance with procedures established by the Trustees. Such procedures
include the use of comparable quality, coupon, maturity and type,
indications as to values from dealers, and general market conditions. All
short term securities with a remaining maturity of less than 60 days are
valued using the amortized cost method.
b)Securities transactions are recorded on a trade date basis. Interest
income, which includes the amortization of premiums and discounts, if any,
is recorded on an accrual basis. For financial and tax reporting purposes,
realized gains and losses are determined on the basis of specific lot
identification.
c)Net investment income (other than shareholder servicing fees) and
unrealized and realized gains and losses are allocated daily to each class
of shares based upon the relative proportion of net assets of each class
at the beginning of the day.
d)Substantially all of the Fund's net investment income is declared as
dividends daily for each class of shares outstanding and paid monthly. Net
investment income for dividend purposes consists of the income of the Fund
less certain Fund expenses and other expenses directly attributable to
such class. Distributions to shareholder's of net realized capital gains,
if any, are declared and paid annually for each class of shares.
16
<PAGE>
CALIFORNIA BOND FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
APRIL 30, 1997
- --------------------------------------------------------------------------------
e)The Fund incurred organization expenses in the amount of $47,567. These
costs were deferred and are being amortized by the Fund on a straight-line
basis over a five-year period from the commencement of operations.
f)The Fund is treated as a separate entity for federal income tax purposes.
The Fund intends to comply with the provisions of the Internal Revenue
Code of 1986, as amended, applicable to regulated investment companies and
to distribute all of its income, including net realized capital gains, if
any, within the prescribed time periods. Accordingly, no provision for
federal income or excise tax is necessary.
g)The Fund accounts for and reports distributions to shareholders in
accordance with "Statement of Position 93-2: Determination, Disclosure,
and Financial Statement Presentation of Income, Capital Gain, and Return
of Capital Distributions by Investment Companies."
h)As of April 30, 1997, the Fund incurred and elected to defer post-October
losses of $56,998 until the next taxable year.
2. TRANSACTIONS WITH AFFILIATES
a)The Fund has an Investment Advisory Agreement with Morgan Guaranty Trust
Company of New York ("Morgan"). Under the terms of the agreement, the Fund
pays Morgan at an annual rate of 0.30% of the Fund's average daily net
assets. For the period from December 23, 1996 (commencement of operations)
to April 30, 1997 such fees amounted to $10,233.
b)The Trust, on behalf of the Fund, has retained Funds Distributor, Inc.
("FDI"), a registered broker-dealer, to serve as co-administrator and
distributor for the Fund. Under a Co-Administration Agreement between FDI
and Trust on behalf of the Fund, FDI provides administrative services
necessary for the operations of the Fund, furnishes office space and
facilities required for conducting the business of the Fund and pays the
compensation of the Fund's officers affiliated with FDI. Under the
Co-Administration Agreement, 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 amount allocable to the Fund is based on
the ratio of the Fund's net assets to the aggregate net assets of the
Trust and certain other registered investment companies subject to similar
agreements with FDI. For the period from December 23, 1996 (commencement
of operations) to April 30, 1997, the fee for these services amounted to
$68.
c)The Trust, on behalf of the Fund, has an Administrative Services Agreement
(the "Services Agreement") with Morgan under which Morgan is responsible
for overseeing certain aspects of the administration and operation of the
Fund. Under the Services Agreement, the Fund has agreed to pay Morgan a
fee equal to its proportionate share of an annual complex-wide charge.
This charge is calculated daily based on the aggregate net assets of the
Trust and certain other investment companies for which Morgan provides
similar services 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 FDI. The portion of this charge
payable by the Fund is determined by the proportionate share that its net
assets bear to the net
17
<PAGE>
CALIFORNIA BOND FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
APRIL 30, 1997
- --------------------------------------------------------------------------------
assets of the Trust and other investment companies provided administrative
services by Morgan. For the period from December 23, 1996 (commencement of
operations) to April 30, 1997, the fee for these services amounted to
$1,332.
In addition, Morgan has agreed to reimburse the Fund to the extent
necessary to maintain the operating expenses at the annual rate of 0.40%
of the average daily net assets of the Fund through September 30, 1997.
The expense limit combined with the shareholder servicing fees specific to
each class results in an aggregate 0.45% and 0.65% expense limit for JPM
Institutional Shares and JPM Pierpont Shares, respectively. For the period
from December 23, 1996 (commencement of operations) to April 30, 1997,
Morgan has agreed to reimburse the Fund $102,848 for expenses that
exceeded the respective limits.
d)The Trust, on behalf of the Fund, has a Shareholder Servicing Agreement
with Morgan to provide account administration and personal and account
maintenance services to Fund shareholders. The agreement provides for the
Fund to pay Morgan a fee for these services which is computed daily and
paid monthly at an annual rate of 0.05% and 0.25% for JPM Institutional
Shares and JPM Pierpont Shares, respectively. From the period December 23,
1996 (commencement of operations) to April 30, 1997, the fee for these
services amounted to $1,543 and $16 for JPM Institutional Shares and JPM
Pierpont Shares, respectively.
e)The Trust, on behalf of the Fund, has a Fund Services Agreement with
Pierpont Group, Inc. ("Group") 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 Group. The Fund's
allocated portion of the Group's costs in performing its services amounted
to $90 for the period December 23, 1996 (commencement of operations) to
April 30, 1997.
f)An aggregate annual fee of $75,000 is paid to each Trustee for serving as
a Trustee of The JPM Pierpont Funds, The JPM Institutional Funds, other
registered investment companies in which they invest and the Trust. The
Trustees' Fees and Expenses shown in the financial statements represents
the Fund's allocated portion of the total fees and expenses. Prior to
April 1, 1997, the aggregate annual Trustee fee was $65,000. The Trust's
Chairman and Chief Executive Officer also serves as Chairman of Group and
receives compensation and employee benefits from Group in his role as
Group's Chairman. The allocated portion of such compensation and benefits
included in the Fund Services Fee shown in the financial statements was
$18.
18
<PAGE>
CALIFORNIA BOND FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
APRIL 30, 1997
- --------------------------------------------------------------------------------
3. TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST
The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest. Transactions in shares of
beneficial interest of the Fund were as follows:
JPM INSTITUTIONAL SHARES
<TABLE>
<CAPTION>
FOR THE PERIOD
DECEMBER 23, 1996
(COMMENCEMENT OF
OPERATIONS) TO
APRIL 30, 1997
-----------------------
SHARES AMOUNT
--------- -----------
<S> <C> <C>
Shares of Beneficial Interest Sold............... 1,531,745 $15,294,184
Reinvestment of Dividends........................ 5,423 53,778
Shares of Beneficial Interest Redeemed........... (45,122) (447,602)
--------- -----------
Net Increase..................................... 1,492,046 $14,900,360
--------- -----------
--------- -----------
</TABLE>
JPM PIERPONT SHARES
<TABLE>
<CAPTION>
FOR THE PERIOD
APRIL 21, 1997
(COMMENCEMENT OF
OPERATIONS) TO
APRIL 30, 1997
-----------------
SHARES AMOUNT
------ --------
<S> <C> <C>
Shares of Beneficial Interest Sold............... 30,000 $300,000
Reinvestment of Dividends........................ 33 334
------ --------
Net Increase..................................... 30,033 $300,334
------ --------
------ --------
</TABLE>
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.
4. INVESTMENT TRANSACTIONS
Investment transactions (excluding short-term investments) for the period
December 23, 1996 (commencement of operations) to April 30, 1997 were as
follows:
<TABLE>
<CAPTION>
COST OF PROCEEDS
PURCHASES FROM SALES
----------- ----------
<S> <C> <C>
Municipal Obligations............................ $15,208,062 $1,844,601
U.S. Government Obligations...................... 2,001,016 988,750
----------- ----------
$17,209,078 $2,833,351
----------- ----------
----------- ----------
</TABLE>
19
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Trustees and Shareholders of
California Bond Fund
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 financial highlights present fairly, in all
material respects, the financial position of California Bond Fund (one of the
funds comprising the JPM Series Trust, hereafter referred to as the "Fund") at
April 30, 1997, and the results of its operations, the changes in its net assets
and the financial highlights for the period December 23, 1996 (commencement of
operations) to April 30, 1997, in conformity with generally accepted accounting
principles. 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 audit. We conducted our audit of these financial
statements in accordance with generally accepted auditing standards 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 audit, which included
confirmation of securities at April 30, 1997 by correspondence with the
custodian and brokers, provides a reasonable basis for the opinion expressed
above.
PRICE WATERHOUSE LLP
New York, New York
June 5, 1997
<PAGE>
JPM SERIES TRUST
CALIFORNIA
BOND FUND
FOR MORE INFORMATION ON THE JPM FAMILY OF FUNDS, ANNUAL REPORT
CALL J.P. MORGAN FUNDS SERVICES: APRIL 30, 1997
INSTITUTIONAL SHARES: (800)766-7722
PIERPONT SHARES: (800) 521-5411