JPM SERIES TRUST
485APOS, 1997-10-21
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 As filed with the U.S. Securities and Exchange Commission on October 21, 1997.
    

                    Registration Nos. 333-11125 and 811-07795


                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-1A

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

   
                         POST-EFFECTIVE AMENDMENT NO. 4
    

                                       AND

         REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

   
                                 AMENDMENT NO. 5
    


                                JPM SERIES TRUST
               (Exact Name of Registrant as Specified in Charter)

            60 State Street, Suite 1300, Boston, Massachusetts 02109
                    (Address of Principal Executive Offices)

       Registrant's Telephone Number, including Area Code: (617) 557-0700

                 John E. Pelletier, c/o Funds Distributor, Inc.
            60 State Street, Suite 1300, Boston, Massachusetts 02109
                     (Name and Address of Agent for Service)

                           Copy to:    Stephen K. West, Esq.
                                       Sullivan & Cromwell
                                       125 Broad Street
                                       New York, New York 10004


It is proposed that this filing will become effective (check appropriate box):

   
[ ] Immediately  upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph  (b) 
[ ] 60 days after  filing  pursuant  to  paragraph  (a)(i) 
[ ] on (date)  pursuant  to  paragraph  (a)(i) 
[ ] 75 days  after  filing  pursuant  to paragraph (a)(ii) 
[X] on December 17, 1997 pursuant to paragraph (a)(ii) of Rule 485.
    

If appropriate, check the following box:

[ ]  this  post-effective  amendment  designates  a  new  effective  date  for a
previously filed post-effective amendment.

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<PAGE>




The Registrant has previously elected to register an indefinite number of shares
of Registrant  and any series thereof  hereinafter  created under the Securities
Act of 1933, as amended, pursuant to Rule 24f-2 under the Investment Company Act
of  1940,  as  amended.  (Incorporated  herein  from  Registrant's  registration
statement   on  Form  N-1A  as  filed  on  August  29,   1996,   Accession   No.
0000912057-96-019242.) The Registrant has filed a Rule 24f-2 notice with respect
to  California  Bond Fund (for its fiscal year ended April 30,  1997) on June 6,
1997.  The  Registrant  expects to file a Rule 24f-2  notice with respect to its
other series as follows:  Tax Aware U.S.  Equity Fund and Tax Aware  Disciplined
Equity  Fund (for their  fiscal  years  ending  October  31,  1997) on or before
December 30, 1997.




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<PAGE>



                                JPM SERIES TRUST
                              CROSS-REFERENCE SHEET
                            (As Required by Rule 495)


PART A ITEM NUMBER:  Prospectus Headings.

1.       COVER PAGE:  Cover Page.

   
2.       SYNOPSIS: Introduction; Investor Expenses.

3.       CONDENSED FINANCIAL INFORMATION: Financial Highlights.
    

   
4.       GENERAL DESCRIPTION OF REGISTRANT: U.S. Equity Investment Process; Tax
         Aware Investing at J.P. Morgan; Goal; Investment Approach; Potential 
         Risks and Rewards; Business Structure; Risk and Reward Elements.

5.       MANAGEMENT OF THE FUND: Cover Page; J.P. Morgan; Portfolio Management;
         Management and Administration.

5A.      MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE: Performance.

6.       CAPITAL STOCK AND OTHER SECURITIES: Investing Directly; Account and
         Transaction Policies; Dividends and Distributions; Tax Considerations;
         Business Structure.

7.       PURCHASE OF SECURITIES BEING OFFERED: Introduction; Investing Directly;
         Opening an Account; Adding to an Account; Account and Transaction
         Policies.

8.       REDEMPTION OR REPURCHASE: Selling Shares; Account and Transaction
         Policies.
    

9.       PENDING LEGAL PROCEEDINGS:  Not Applicable.


PART B ITEM NUMBER:  Statement of Additional Information Headings.

10.      COVER PAGE: Cover Page.

11.      TABLE OF CONTENTS: Table of Contents.

12.      GENERAL INFORMATION AND HISTORY: General.

13.      INVESTMENT OBJECTIVE AND POLICIES: Investment Objective and Policies;
         Additional Investments; Investment Restrictions; Quality and
         Diversification Requirements; Appendix A.

14.      MANAGEMENT OF THE FUND: Trustees and Officers.

15.      CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES: Description of
         Shares.

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<PAGE>



16.     INVESTMENT ADVISORY AND OTHER SERVICES: Investment Advisor; Distributor;
         Co-Administrator; Services Agent; Custodian and Transfer Agent;
         Shareholder Servicing; Eligible Institutions; Independent Accountants;
         Expenses.

17.      BROKERAGE ALLOCATION AND OTHER PRACTICES: Portfolio Transactions.

18.      CAPITAL STOCK AND OTHER SECURITIES: Massachusetts Trust; Description of
         Shares.

19.      PURCHASE, REDEMPTION AND PRICING OF SECURITIES BEING OFFERED: Net Asset
         Value; Purchase of Shares; Redemption of Shares; Exchange of Shares;
         Dividends and Distributions.

20.      TAX STATUS: Taxes.

21.      UNDERWRITERS: Distributor.

22.      CALCULATION OF PERFORMANCE DATA: Performance Data.

23.      FINANCIAL STATEMENTS: Financial Statements.


PART C.  Information required to be included in Part C is set forth under the
appropriate items, so numbered, in Part C of this Registration Statement.


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<PAGE>



                                EXPLANATORY NOTE

   
This post-effective amendment no. 4 to the Registrant's registration statement
on Form N-1A (File no. 333-11125) is being filed with respect to JPM Pierpont
Shares: Tax Aware Disciplined Equity Fund and JPM Pierpont Shares: Tax Aware
U.S. Equity Fund (the "Funds"), separate series of shares of beneficial
interest of the Registrant, for the purpose of "simplifying" each Fund's
prospectus.
    

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<PAGE>
   

                                                 DECEMBER 17, 1997   PROSPECTUS

JPM PIERPONT TAX AWARE
DISCIPLINED EQUITY FUND

                                                  -----------------------------
                                                  Seeking to outperform U.S.
                                                  stock markets over the long
                                                  term through a disciplined
                                                  management approach

IN PROGRESS 10/9/97

This prospectus contains essential information for anyone investing in the fund.
Please read it carefully and keep it for reference.

Shares in the fund are not bank deposits and are not guaranteed or insured by
any bank, government entity, or the FDIC.

As with all mutual funds, the fact that these shares are registered with the
Securities and Exchange Commission does not mean that the commission approves
them as an investment or guarantees that the information in this prospectus is
correct or adequate. It is a criminal offense for anyone to state or suggest
otherwise.

Distributed by Funds Distributor, Inc.                                JP MORGAN


    
<PAGE>
   
CONTENTS
- --------------------------------------------------------------------------------

  2
- -----

U.S. EQUITY MANAGEMENT APPROACH

U.S. equity investment process . . . . . . . . . . . . . . . . . . . . .  2
Tax aware investing at J.P. Morgan . . . . . . . . . . . . . . . . . . .  3

  4
- -----
The fund's goal, investment approach, risks, expenses, and performance

JPM PIERPONT TAX AWARE DISCIPLINED EQUITY FUND

Fund description . . . . . . . . . . . . . . . . . . . . . . . . . . . .  4
Investor expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . .  4
Performance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5
Financial highlights . . . . . . . . . . . . . . . . . . . . . . . . . .  5

   6
- ------
Investing in the JPM Pierpont Tax Aware Disciplined Equity Fund

YOUR INVESTMENT

Investing through a financial professional . . . . . . . . . . . . . . .  6
Investing through an employer-sponsored retirement plan. . . . . . . . .  6
Investing through an IRA or Rollover IRA . . . . . . . . . . . . . . . .  6
Investing directly . . . . . . . . . . . . . . . . . . . . . . . . . . .  6
Opening an account . . . . . . . . . . . . . . . . . . . . . . . . . . .  6
Adding to an account . . . . . . . . . . . . . . . . . . . . . . . . . .  6
Selling shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7
Account and transaction policies . . . . . . . . . . . . . . . . . . . .  7
Dividends and distributions. . . . . . . . . . . . . . . . . . . . . . .  8
Tax considerations . . . . . . . . . . . . . . . . . . . . . . . . . . .  8

  9
- -----
More about risk and the fund' business operations

FUND DETAILS

Business structure . . . . . . . . . . . . . . . . . . . . . . . . . . .  9
Management and administration. . . . . . . . . . . . . . . . . . . . . .  9
Risk and reward elements . . . . . . . . . . . . . . . . . . . . . . . . 10

FOR MORE INFORMATION . . . . . . . . . . . . . . . . . . . . . . back cover
    
<PAGE>
   

INTRODUCTION
- --------------------------------------------------------------------------------

JPM PIERPONT TAX AWARE DISCIPLINED EQUITY FUND

This fund invests primarily in U.S. stocks. As a shareholder, you should
anticipate risks and rewards beyond those of a typical bond fund or a typical
balanced fund.

WHO MAY WANT TO INVEST

The fund is designed for investors who:

- - are pursuing a long-term goal such as retirement

- - want to add a growth investment to further diversify a portfolio

- - want a fund that seeks to consistently outperform the market in which it
  invests

- - are individuals that could benefit from a strategy that pursues returns from
  an after-tax perspective

The fund is NOT designed for investors who:

- - want a fund that pursues market trends or focuses only on particular
  industries or sectors

- - require regular income or stability of principal

- - are pursuing a short-term goal or investing emergency reserves

- - are investing through a tax-deferred account such as an IRA

J.P. MORGAN

Known for its commitment to proprietary research and its disciplined investment
strategies, J.P. Morgan is the asset management choice for many of the world's
most respected corporations, financial institutions, governments, and
individuals. Today, J.P. Morgan employs over 300 analysts and portfolio managers
around the world and has more than $225 billion in assets under management,
including assets managed by the fund's advisor, Morgan Guaranty Trust Company of
New York.


BEFORE YOU INVEST

Investors considering the fund should understand that:

- -  The value of the fund's shares will fluctuate over time. You could lose money
   if you sell when the fund's share price is lower than when you invested.

- -  There is no assurance that the fund will meet its investment goal.

- -  Future returns will not necessarily resemble past performance.

                                                                               1
    
<PAGE>
   

U.S. EQUITY MANAGEMENT APPROACH
- --------------------------------------------------------------------------------

The JPM Pierpont Tax Aware Disciplined Equity fund invests primarily in U.S.
stocks while seeking to enhance the after-tax returns of its shareholders.

The  investment philosophy, developed by the fund's advisor, focuses on stock
picking while largely avoiding sector or market-timing strategies. Also, under
normal market conditions, the fund will remain fully invested.

U.S. EQUITY INVESTMENT PROCESS
In managing the fund,  J.P. Morgan employs a three-step process:

[GRAPHIC]
FPO
J.P. Morgan analysts develop proprietary fundamental research

RESEARCH  J.P. Morgan takes an in-depth look at company prospects over a
relatively long period -- often as much as five years -- rather than focusing on
near-term expectations. This approach is designed to provide insight into a
company's real growth potential. J.P. Morgan's in-house research is developed by
an extensive worldwide network of over 120 career analysts. The team of analysts
dedicated to U.S. equities includes more than 20 members, with an average of
over ten years of experience.

[GRAPHIC]
FPO
Stocks in each industry are ranked with the help of models

VALUATION  The research findings allow J.P. Morgan to rank the companies in each
industry group according to their relative value. The greater a company's
estimated worth compared to the current market price of its stock, the more
undervalued the company. The valuation rankings are produced with the help of a
variety of models that quantify the research team's findings.

[GRAPHIC]
FPO
Using research and valuations, the fund's management team chooses stocks for its
fund

STOCK SELECTION  The fund buys and sells stocks according to its own policies,
using the research and valuation rankings as a basis. In general, the management
team buys stocks that are identified as undervalued and considers selling them
when they appear overvalued. Along with attractive valuation, the fund's
managers often consider a number of other criteria:

- -  catalysts that could trigger a rise in a stock's price

- -  high potential reward compared to potential risk

- -  temporary mispricings caused by market overreactions


2   U.S. EQUITY MANAGEMENT APPROACH
    
<PAGE>
   
- --------------------------------------------------------------------------------

TAX AWARE INVESTING AT J.P. MORGAN

The fund is designed to reduce, but not eliminate, capital gains distributions
to shareholders. In doing so, the fund sells securities when the anticipated
performance benefit justifies the resulting tax liability. This strategy often
includes holding securities long enough to avoid higher, short-term capital
gains taxes, selling shares with a higher cost basis first, and offsetting gains
realized in one security by selling another security at a capital loss. The fund
is aided in this process by a tax-sensitive optimization model developed by J.P.
Morgan.

Another feature of the fund is redemptions in kind. If you sell more than a
certain amount of your shares (usually over $500,000, but sometimes less) you
will receive a portfolio of representative stocks rather than cash. This shields
the fund -- and other shareholders -- from tax liabilities that might otherwise
be incurred. At the same time, a redemption in kind gives you greater
flexibility in managing the tax consequences of your redemption and is not
subject to a redemption fee by the fund. However, the stocks you receive will
continue to fluctuate in value after your redemption and you may incur brokerage
or other transaction costs in liquidating them.



                                          U.S. EQUITY MANAGEMENT APPROACH    3
    
<PAGE>
   

JPM PIERPONT TAX AWARE
DISCIPLINED EQUITY FUND
- --------------------------------------------------------------------------------
REGISTRANT: JPM SERIES TRUST
(TAX AWARE DISCIPLINED EQUITY FUND:
JPM PIERPONT SHARES)

[GRAPHIC]
GOAL

The fund seeks to provide high total return while being sensitive to the impact
of capital gains taxes on investors' returns.

[GRAPHIC]
INVESTMENT APPROACH

The fund invests primarily in large-capitalization U.S. companies. Industry by
industry, the fund's weightings are similar to those of the Standard & Poor's
500 Stock Index (S&P 500). The fund does not look to overweight or underweight
industries.

Within each industry, the fund overweights stocks that are ranked as undervalued
or fairly valued while underweighting or not holding stocks that appear
overvalued. (The process used to rank stocks according to their relative
valuations is described on page 2.)

To this investment approach the fund adds the element of tax aware investing.
The fund's tax aware investment strategies are described on page 2.

[GRAPHIC]
POTENTIAL RISKS AND REWARDS

The value of your investment in the fund will fluctuate in response to movements
in the stock market. Fund performance will also depend on the effectiveness of
J.P. Morgan's research and the management team's stock picking decisions.

By owning a large number of stocks within the S&P 500, with an emphasis on those
that appear undervalued or fairly valued, and by tracking the industry
weightings of that index, the fund seeks returns that modestly but consistently
exceed those of the S&P 500 with virtually the same level of volatility. The
fund's tax aware strategies may reduce your capital gains but will not eliminate
them. Maximizing after-tax returns may require trade offs that reduce pre-tax
returns.

The fund's securities are described in more detail on page 10, along with their
main risks, which may cause the fund's share price to decline, and the fund's
strategies to reduce these risks.

PORTFOLIO MANAGEMENT

The fund's assets are managed by J.P. Morgan, which currently manages over $225
billion, including more than $X billion using the same strategy as the fund.

The portfolio management team is led  by Robin B. Chance, vice president, and
Frederic A. Nelson, managing director, who have been on the team since the
fund's inception in January of 1997. Ms. Chance has been at J.P. Morgan since
1987, Mr. Nelson since May of 1994. Prior to managing this fund, both were
responsible for structured equity strategies. Prior to joining Morgan, Mr.
Nelson was a portfolio manager at Bankers Trust.

INVESTOR EXPENSES

The current expenses you should expect to pay as an investor in the fund are
shown at right. The fund has no sales, exchange, or account fees, although some
institutions may charge you a fee for shares you buy through them. The fund's
redemption fee is paid out of the proceeds you receive when you sell applicable
shares; this fee does not apply to in-kind redemptions. The annual fund expenses
shown are deducted from fund assets prior to performance calculations.

Footnotes for this section are shown on next page.

SHAREHOLDER TRANSACTION EXPENSES
REDEMPTION FEES (% OF YOUR PROCEEDS)
- ---------------------------------------------------
Shares held for less than five years         1.00

Shares held five years or longer             None

ANNUAL EXPENSES (% OF FUND ASSETS)
- ---------------------------------------------------
Management fees (actual)                     0.35

Marketing (12b-1) fees                       none

Other expenses(2) (after reimbursement)      0.20
- ---------------------------------------------------
TOTAL OPERATING EXPENSES(2)
(AFTER REIMBURSEMENT)                        0.55
- ---------------------------------------------------

EXPENSE EXAMPLE
The example below uses the same assumptions as other fund prospectuses: $1,000
initial investment, 5% annual total return, expenses unchanged. The first number
assumes that you continued to hold your shares, the second that you sold all
shares at the end of each time period. The example is for comparison only; the
fund's actual return and expenses will be different.

- --------------------------------------------------------------
                         1 yr.    3 yrs.    5 yrs.    10 yrs.
YOUR COST($)             6/26     18/28     31/41     69/69
- --------------------------------------------------------------

4   JPM PIERPONT TAX AWARE DISCIPLINED FUND
    
<PAGE>
   
- --------------------------------------------------------------------------------
PERFORMANCE
AVERAGE ANNUAL TOTAL RETURN (%)   Shows performance over time, for the period
                                  ended September 30, 1997
- --------------------------------------------------------------------------------
                                                              Since inception(3)
JPM PIERPONT TAX AWARE DISCIPLINED EQUITY FUND
 (after expenses)                                                   xx.xx
- --------------------------------------------------------------------------------
S&P 500 INDEX(4)
 (no expenses)                                                      xx.xx
- --------------------------------------------------------------------------------

YEAR-BY-YEAR TOTAL RETURN (%)     Shows changes in returns for the period ended
September 30, 1997
- --------------------------------------------------------------------------------
                                                                      1997
[GRAPH]

40%
20%
0%
(20)%

/ / JPM PIERPONT TAX AWARE DISCIPLINED EQUITY FUND
/ /  S&P 500 Index(4)


FINANCIAL HIGHLIGHTS
PER-SHARE DATA           For fiscal period ended April 30
- --------------------------------------------------------------------------------
                                                                    1997(3)
NET ASSET VALUE, BEGINNING OF PERIOD ($)                            10.00
- --------------------------------------------------------------------------------
Income from investment operations:
  Net investment income                                             0.03
  Net realized and unrealized gain
  on investments                                                    0.22
- --------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS                                    0.25
- --------------------------------------------------------------------------------
LESS DISTRIBUTIONS TO SHAREHOLDERS FROM
NET INVESTMENT INCOME ($)                                           XX.XX
- --------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD ($)                                  10.25
- --------------------------------------------------------------------------------
TOTAL RETURN (%)                                                    2.50(6)
- --------------------------------------------------------------------------------
RATIOS AND SUPPLEMENTAL DATA
- --------------------------------------------------------------------------------
NET ASSETS, END OF PERIOD ($ thousands)                             4,450
- --------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS:
- --------------------------------------------------------------------------------
EXPENSES (%)                                                        0.55(5)
- --------------------------------------------------------------------------------
NET INVESTMENT INCOME (%)                                           1.48(5)
- --------------------------------------------------------------------------------
DECREASE REFLECTED IN EXPENSE RATIO DUE
TO EXPENSE REIMBURSEMENT (%)                                        7.50(5)
- --------------------------------------------------------------------------------
PORTFOLIO TURNOVER RATE (%)                                           12(6)
- --------------------------------------------------------------------------------
AVERAGE BROKER COMMISSIONS PER SHARE ($)                            0.0283
- --------------------------------------------------------------------------------

(1)  This table shows expenses for the fiscal period 1/30/97 (commencement of
     operations) through 4/30/97 as a percentage of average net assets, after
     reimbursement for ordinary expenses over 0.55%.

(2)  Without reimbursement, other expenses and total operating expenses would
     have been 7.70% and 8.05% respectively. There is no guarantee that
     reimbursement will continue beyond 2/28/98.

(3)  The fund commenced operations on 1/30/97.

(4)  The S&P 500 Index is an unmanaged index of U.S. stocks widely used as a
     measure of overall stock market performance.

(5)  Annualized.

(6)  Not annualized.

                                  JPM PIERPONT TAX AWARE DISCIPLINED FUND     5
    
<PAGE>
   
YOUR INVESTMENT
- --------------------------------------------------------------------------------

For your convenience, the JPM Pierpont Funds offer several ways to start and
maintain fund investments.

INVESTING THROUGH A FINANCIAL PROFESSIONAL

If you work with a financial professional, either at J.P. Morgan or elsewhere,
he or she is prepared to handle your planning and transaction needs. Your
financial professional will be able to assist you in establishing your fund
account, executing transactions, and monitoring your investment. If your fund
investment is not held in the name of your financial professional and you prefer
to place a transaction order yourself, please use the instructions for investing
directly. J.P. Morgan may pay fees to financial professionals for services in
connection with fund investments.

INVESTING THROUGH AN EMPLOYER-SPONSORED RETIREMENT PLAN

Your fund investments are handled through your plan. Refer to your plan
materials or contact your benefits office for information on buying, selling, or
exchanging fund shares. J.P. Morgan may pay fees to firms that provide
recordkeeping or other services to your plan.

INVESTING THROUGH AN IRA OR ROLLOVER IRA

Please contact a J.P. Morgan Retirement Services Specialist at 1-888-576-4472
for information on J.P. Morgan's comprehensive IRA services, including lower
minimum investments.

INVESTING DIRECTLY

Investors may establish accounts without the help of an intermediary by using
the instructions below and at right:

- -  Determine the amount you are investing. The minimum amount for initial
   investments in the fund is $2,500 and for additional investments $500,
   although these minimums may be less for some investors. For more information
   on minimum investments, call 1-800-521-5411.

- -  Complete the application, indicating how much of your investment you want to
   allocate to which fund(s). Please apply now for any account privileges you
   may want to use in the future, in order to avoid the delays associated with
   adding them later on.

- -  Mail in your application, making your initial investment as shown below.

For answers to any questions, please speak with a J.P. Morgan Funds Services
Representative at 1-800-521-5411.

OPENING AN ACCOUNT

   BY CHECK

- -  Make out a check for the investment amount payable to JPM Pierpont Funds.

- -  Mail the check with your completed application to the Transfer Agent.

   BY WIRE

- -  Mail your completed application to the Shareholder Services Agent.

- -  Call the Shareholder Services Agent to obtain an account number and to place
   a purchase order. FUNDS THAT ARE WIRED WITHOUT A PURCHASE ORDER WILL BE
   RETURNED UNINVESTED.

- -  After placing your purchase order, instruct your bank to wire the amount of
   your investment to:

   State Street Bank & Trust Company
   ROUTING NUMBER: 011-000-028
   CREDIT: JPM Pierpont Funds
   ACCOUNT NUMBER: 9904-226-9
   FFC: your account number, name of registered owner(s) and fund name

   BY EXCHANGE

- -  Call the Shareholder Services Agent for an exchange.

ADDING TO AN ACCOUNT

   BY CHECK

- -  Make out a check for the investment amount payable to JPM Pierpont Funds.

- -  Mail the check with a completed investment slip to the Transfer Agent. If you
   do not have an investment slip, attach a note indicating your account number
   and how much you wish to invest in which fund(s).

   BY WIRE

- -  Call the Shareholder Services Agent to place a purchase order. FUNDS THAT ARE
   WIRED WITHOUT A PURCHASE ORDER WILL BE RETURNED UNINVESTED.


6     YOUR INVESTMENT
    
<PAGE>
   
- --------------------------------------------------------------------------------

- -  Once you have placed your purchase order, instruct your bank to wire the
   amount of your investment as described on the previous page.

   BY EXCHANGE

- -  Call the Shareholder Services Agent for an exchange.

SELLING SHARES

   BY PHONE

- -  Call the Shareholder Services Agent and place your request. Once your request
   has been verified, a check for the net amount, payable to the registered
   owner(s), will be mailed to the address of record. For checks payable to any
   other party or mailed to any other address, please make your request in
   writing (see below).

   BY WIRE

- -  Call the Shareholder Services Agent to verify that the wire redemption
   privilege is in place on your account. If it is not, a representative can
   help you add it.

- -  Place your wire request. If you are transferring money to a non-Morgan
   account, you will need to provide the representative with the personal
   identification number (PIN) that was provided to you when you opened your
   fund account.

   IN WRITING

- -  Write a letter of instruction that includes the following information: The
   name of the registered owner(s) of the account; the account number; the fund
   name; the amount you want to sell; and the recipient's name and address or
   wire information, if different from those of the account registration.

- -  Indicate whether you want the proceeds sent by check or by wire

- -  Make sure the letter is signed by an authorized party.  The Shareholder 
   Services Agent may require additional information, such as a signature 
   guarantee.

- -  Mail the letter to the Shareholder Services Agent.

   BY EXCHANGE

- -  Call the Shareholder Services Agent for an exchange.

ACCOUNT AND TRANSACTION POLICIES

TELEPHONE ORDERS  The fund accepts telephone orders from all shareholders. To
guard against fraud, the fund requires shareholders to use a PIN, and may record
telephone orders or take other reasonable precautions. However, if the fund does
take such steps to ensure the authenticity of an order, you may bear any loss if
the order later proves fraudulent.

BUSINESS HOURS AND NAV CALCULATIONS  The fund's regular business days and hours
are the same as those of the New York Stock Exchange. The fund calculates its
net asset value per share (NAV) every business day at 4:15 p.m. eastern time.

TIMING OF ORDERS  Orders to buy or sell shares are executed at the next NAV
calculated after the order has been accepted. Orders are accepted until 4:00
p.m. eastern time every business day and are executed the same day, at that
day's NAV. The fund has the right to suspend redemption of shares and to
postpone payment of proceeds for up to seven days or as permitted by law.

TRANSFER AGENT                               SHAREHOLDER SERVICES AGENT
STATE STREET BANK AND TRUST COMPANY          J.P. MORGAN FUNDS SERVICES
P.O. Box 8411                                522 Fifth Avenue
Boston, MA 02266-8411                        New York, NY 10036
Attention: J.P. Morgan Funds Services        1-800-521-5411

                                             Representatives are available 8:00
                                             a.m. to 5:00 p.m. eastern time on
                                             fund business days.


                                                          YOUR INVESTMENT  7
    
<PAGE>
   

- --------------------------------------------------------------------------------

TIMING OF SETTLEMENTS  When you buy shares, you will become the owner of record
when the fund receives your payment, generally the day following execution. When
you sell shares, the proceeds are generally available the day following
execution and will be forwarded according to your instructions. In kind
redemptions (described on page 2) will be available promptly as is feasible.

When you sell shares that you recently purchased by check, your order will be
executed at the next NAV but the proceeds will not be available until your check
clears. This may take up to 15 days.

STATEMENTS AND REPORTS  The fund sends monthly account statements as well as
confirmations after each purchase or sale of shares (except reinvestments).
Every six months the fund sends out an annual or semi-annual report, containing
information on the fund's holdings and a discussion of recent and anticipated
market conditions and fund performance.

ACCOUNTS WITH BELOW-MINIMUM BALANCES  If your account balance falls below the
minimum for 30 days as a result of selling shares (and not because of
performance), the fund may request that you buy more shares or close your
account. If your account balance is still below the minimum 60 days after
notification, the fund may close out your account and send the proceeds to the
address of record.

DIVIDENDS AND DISTRIBUTIONS

The fund typically pays income dividends once a year (usually in X) and makes
capital gains distributions, if any, once per year (usually in X). However, the
fund may make more or fewer payments in a given year, depending on its
investment results and its tax compliance situation. These dividends and
distributions consist of most or all of the fund's net investment income and net
realized capital gains.

Dividends and distributions are automatically paid in additional fund shares.
Alternatively, you may instruct your financial professional or J.P. Morgan Funds
Services to have them sent to you by check, credited to a separate account, or
invested in another JPM Pierpont Fund.

TAX CONSIDERATIONS

In general, selling shares, exchanging shares, and receiving distributions
(whether reinvested or taken in cash) are all taxable events. These transactions
typically create the following tax liabilities:

TRANSACTION                                  TAX STATUS

Income dividends                             Ordinary income

Short-term capital gains                     Ordinary income
distributions

Long-term capital gains                      Capital gains
distributions

Sales or exchanges of shares                 Capital gains or losses
owned for more than one year

Sales or exchanges of shares                 Gains are treated as ordinary
owned for one year or less                   income; losses are subject
                                             to special rules

Because long-term capital gains distributions are taxable as capital gains
regardless of how long you have owned your shares, you may want to avoid making
a substantial investment when the fund is about to declare a long-term capital
gains distribution.

Every January, the fund issues tax information on its distributions for the
previous year.

Any investor for whom the fund does not have a valid taxpayer identification
number will be subject to backup withholding for taxes.

The tax considerations described in this section do not apply to tax-deferred
accounts or other non-taxable entities.

Because each investor's tax circumstances are unique, please consult your tax
professional about your fund investment.


8    YOUR INVESTMENT
    
<PAGE>
   

FUND DETAILS
- --------------------------------------------------------------------------------

BUSINESS STRUCTURE

The fund is a series of JPM Series Trust, a Massachusetts business trust. The
fund is one of three series of shares currently offered by the trust.
Information about other series or classes is available by calling 1-800-521-
5411. In the future, the trustees could create other series or share classes,
which would have different expenses. Fund shareholders are entitled to one full
or fractional vote for each dollar or fraction of a dollar invested.

MANAGEMENT AND ADMINISTRATION

The fund and the other series of JPM Series Trust, are governed by the same
trustees. The trustees are responsible for overseeing all business activities.
The trustees are assisted by Pierpont Group, Inc., which they own and operate on
a cost basis. Funds Distributor, as co-administrator, provides fund officers.
J.P. Morgan, as co-administrator, oversees the fund's other service providers.

The fund pays J.P. Morgan the following fees for investment advisory and other
services:

ADVISORY SERVICES                            0.35%  of the master
                                             portfolio's average net assets

ADMINISTRATIVE SERVICES                      Master portfolio's and fund's
shared with Funds                            pro-rata portions of 0.09% of
Distributor, Inc.)                           the first $7 billion in J.P.
                                             Morgan-advised portfolios, plus
                                             0.04% of average net assets over $7
                                             billion

Shareholder services                         0.25% of the fund's average
                                             net assets


                                                             FUND DETAILS    9
    
<PAGE>
   
- --------------------------------------------------------------------------------

RISK AND REWARD ELEMENTS

This table identifies the main elements that make up the fund's overall risk and
reward characteristics (described on page 2). It also outlines the fund's
policies toward various securities, including those that are designed to
help the fund manage risk.
<TABLE>
<CAPTION>

POTENTIAL RISKS                           POTENTIAL REWARDS                         POLICIES TO BALANCE RISK AND REWARD
<S>                                       <C>                                       <C>
MARKET CONDITIONS
- - The fund's share price and              - Stocks have generally outperformed      - Under normal circumstances the fund plans
  performance will fluctuate                more stable investments (such as          to remain fully invested, with at least
  in response to stock market               bonds and cash equivalents) over          65% in stocks; stock investments may
  movements                                 the long term                             include U.S. and foreign convertible
                                                                                      securities, preferred stocks,  trust
                                                                                      or partnership interests, warrants,
                                                                                      rights, and investment company
                                                                                      securities

                                                                                    - The fund seeks to limit risk through
                                                                                      diversification

                                                                                    - During severe market downturns, the fund
                                                                                      has the option of investing up to 100%
                                                                                      of assets in investment-grade short-term
                                                                                      securities

MANAGEMENT CHOICES
- - The fund could underperform             - The fund could outperform               - J.P. Morgan focuses its active management
  its benchmark due to its                  its benchmark due to these                on securities selection, the area where
  asset allocation and securities           same choices                              it believes its commitment to research
  choices                                                                             can most enhance returns

FOREIGN INVESTMENTS
- - Currency exchange rate                  - Favorable exchange rate                 - The fund anticipates that its total
  movements could reduce                    movements could generate                  foreign investments will not exceed 5%
  gains or create losses                    gains or reduce losses                    of assets

- - The fund could lose money               - Foreign investments, which              - The fund actively manages the currency
  because of foreign government             represent a major portion of              exposure of its foreign  investments
  actions, political instability,           the world's securities, offer             relative to its benchmark, and may hedge
  or lack of adequate and                   attractive potential performance          into the U.S. dollar from time to time
  accurate information                      and opportunities for                     (see also "Derivatives")
                                            diversification

DERIVATIVES
- - Derivatives such as futures,            - Hedges that correlate well with         - The fund uses derivatives for hedging and
  options, and foreign currency             underlying positions can reduce           for risk management  (i.e., to establish
  forward contracts that are                or eliminate losses at low cost           or adjust exposure to particular
  used for hedging the portfolio                                                      securities, markets or currencies); risk
  or specific securities may not          - The fund could make money and             management may include management of the
  fully offset the underlying               protect against losses if                 fund's exposure relative to its benchmark
  positions(1)                              management's analysis proves
                                            correct                                 - The fund only establishes hedges that it
- - Derivatives used for risk                                                           expects will be highly correlated with
  management may not have the             - Derivatives that involve leverage         underlying positions
  intended effects and may result           could generate substantial gains
  in losses or missed                       at low cost                             - While the fund may use derivatives that
  opportunities                                                                       incidentally involve leverage, it does
                                                                                      not use them for the specific purposes
- - Derivatives that involve leverage                                                   of leveraging the portfolio
  could magnify losses

(1) A futures contract is an agreement to buy or sell a set quantity of an
    underlying instrument at a future date, or to make or receive a cash payment
    based on the value of a securities index. An option is the right to buy or
    sell securities that is granted in exchange for an agreed-upon sum. A
    foreign currency forward contract is an obligation to buy or sell a given
    currency on a future date and at a set price.


10   FUND DETAILS

    
<PAGE>
   

- --------------------------------------------------------------------------------------------------------------------------------
POTENTIAL  RISKS                          POTENTIAL REWARDS                         POLICIES TO BALANCE RISK AND REWARD

ILLIQUID HOLDINGS
- - The fund could have difficulty          - These holdings may offer more           - The fund may not invest more than 15% of
  valuing these holdings precisely          attractive yields or potential            net assets in illiquid holdings
                                            growth than comparable widely traded
- - The fund could be unable to sell          securities                              - To maintain adequate liquidity, the fund
  these holdings at the time or price                                                 may hold investment-grade short-term
  it desired                                                                          securities (including repurchase
                                                                                      agreements) and, for temporary or
                                                                                      extraordinary purposes, may borrow from
                                                                                      banks up to 33 1/3% of the value of its
                                                                                      total assets

WHEN-ISSUED AND DELAYED
DELIVERY SECURITIES
- - When the fund buys securities           - The fund can take advantage              - The fund uses segregated accounts to cover
  before issue or for delayed delivery,     of attractive transaction                  any leverage risk
  it could be exposed to leverage risk      opportunities
  if it does not use segregated accounts

SHORT-TERM TRADING
- - Increased trading would raise the       - The fund could realize gains             - The fund anticipates a portfolio turnover
  fund's brokerage and related costs        in a short period of time                  rate of approximately 100%

- - Increased short-term capital gains      - The fund could protect against           - The fund generally avoids short-term
  distributions would raise shareholders'   losses if a stock is overvalued and        trading, except to take advantage of
  income tax liability                      its value later falls                      attractive or unexpected opportunities or
                                                                                       to meet demands generated by shareholder
                                                                                       activity
</TABLE>

                                                              FUND DETAILS   11

    
<PAGE>
   

FOR MORE INFORMATION

For investors who want more information on the fund, the following documents are
available free upon request:

ANNUAL/SEMI-ANNUAL REPORTS  Contain performance data, information on portfolio
holdings, and a written analysis of market conditions and fund performance for
the fund's most recently completed fiscal year or half-year.

STATEMENT OF ADDITIONAL INFORMATION (SAI)  Provides a fuller technical and legal
description of the fund's policies, investment restrictions, and business
structure. This prospectus incorporates the SAI by reference.

Copies of the current versions of these documents may be obtained by contacting:

JPM PIERPONT TAX AWARE DISCIPLINED EQUITY FUND
J.P. Morgan Funds Services
522 Fifth Avenue
New York, NY 10036

TELEPHONE:  1-800-521-5411

HEARING IMPAIRED:  1-888-468-4015

EMAIL:  [email protected]

Text-only versions of these documents and this prospectus are available from
the Public Reference Room of the Securities and Exchange Commission in
Washington, D.C. (1-800-SEC-0330) and may be viewed on-screen or downloaded from
the SEC's Internet site at http://www.sec.gov. The fund's investment company
registration numbers are 811-07795 and 333-11125.


JPM PIERPONT FUNDS AND
THE MORGAN TRADITION
The JPM Pierpont Funds combine a heritage of integrity and financial leadership
with comprehensive, sophisticated analysis and management techniques. Drawing on
J.P. Morgan's extensive experience and depth as an investment manager, the JPM
Pierpont Funds offer a broad array of distinctive opportunities for mutual fund
investors.


JPMORGAN

- --------------------------------------------------------------------------------
JPM PIERPONT FUNDS
ADVISOR                                      DISTRIBUTOR
Morgan Guaranty Trust Company of New York    Funds Distributor, Inc.
522 Fifth Avenue                             60 State Street
New York, NY 10036                           Boston, MA 02109
1-800-521-5411                               1-800-221-7930

                                                                  PROSPPT-9712

    
<PAGE>
   
                                                DECEMBER 17, 1997     PROSPECTUS

JPM PIERPONT TAX AWARE U.S. EQUITY FUND
                                                --------------------------------
                                                Seeking to outperform U.S. 
                                                stock markets over the long 
                                                term through a disciplined 
                                                management approach


IN PROGRESS 10/9/97




This prospectus contains essential information for anyone investing in the fund.
Please read it carefully and keep it for reference.

Shares in the fund are not bank deposits and are not guaranteed or insured by
any bank, government entity, or the FDIC.

As with all mutual funds, the fact that these shares are registered with the
Securities and Exchange Commission does not mean that the commission approves
them as an investment or guarantees that the information in this prospectus is
correct or adequate. It is a criminal offense for anyone to state or suggest
otherwise.

Distributed by Funds Distributor, Inc.                                JP MORGAN
    
<PAGE>
   
CONTENTS
- --------------------------------------------------------------------------------
  2
- -----
U.S. EQUITY MANAGEMENT APPROACH

U.S. equity investment process . . . . . . . . . . . . . . . . . . . . . . 2
Tax aware investing at J.P. Morgan . . . . . . . . . . . . . . . . . . . . 3


  4
The fund's goal, investment approach, risks, expenses, and performance
- -----
JPM PIERPONT TAX AWARE DISCIPLINED EQUITY FUND

Fund description . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Investor expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Performance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Financial highlights . . . . . . . . . . . . . . . . . . . . . . . . . . . 5


  6
Investing in the JPM Pierpont Tax Aware U.S. Equity Fund
- -----
YOUR INVESTMENT

Investing through a financial professional . . . . . . . . . . . . . . . . 6
Investing through an employer-sponsored retirement plan. . . . . . . . . . 6
Investing through an IRA or Rollover IRA . . . . . . . . . . . . . . . . . 6
Investing directly . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Opening an account . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Adding to an account . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Selling shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Account and transaction policies . . . . . . . . . . . . . . . . . . . . . 7
Dividends and distributions. . . . . . . . . . . . . . . . . . . . . . . . 8
Tax considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8


  9
More about risk and the fund's business operations
- -----
FUND DETAILS

Business structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Management and administration. . . . . . . . . . . . . . . . . . . . . . . 9
Risk and reward elements . . . . . . . . . . . . . . . . . . . . . . . . .10

FOR MORE INFORMATION . . . . . . . . . . . . . . . . . . . . . . .back cover
    
<PAGE>
   
INTRODUCTION
- --------------------------------------------------------------------------------

JPM PIERPONT TAX AWARE U.S. EQUITY FUND

This fund invests primarily in U.S. stocks. As a shareholder, you should
anticipate risks and rewards beyond those of a typical bond fund or a typical
balanced fund.

WHO MAY WANT TO INVEST

The fund is designed for investors who:

- -   are pursuing a long-term goal such as retirement
- -   want to add a growth investment to further diversify a portfolio
- -   want a fund that seeks to consistently outperform the market in which it
    invests
- -   are individuals that could benefit from a strategy that pursues returns
    from an after-tax perspective

The fund is NOT designed for investors who:

- -   want a fund that pursues market trends or focuses only on particular
    industries or sectors
- -   require regular income or stability of principal
- -   are pursuing a short-term goal or investing emergency reserves
- -   are investing through a tax-deferred account such as an IRA

J.P. MORGAN

Known for its commitment to proprietary research and its disciplined investment
strategies, J.P. Morgan is the asset management choice for many of the world's
most respected corporations, financial institutions, governments, and
individuals. Today, J.P. Morgan employs over 300 analysts and portfolio managers
around the world and has more than $225 billion in assets under management,
including assets managed by the fund's advisor, Morgan Guaranty Trust Company of
New York.

BEFORE YOU INVEST

Investors considering the fund should understand that:

- -   The value of the fund's shares will fluctuate over time. You could lose
    money if you sell when the fund's share price is lower than when you
    invested.
- -   There is no assurance that the fund will meet its investment goal.
- -   Future returns will not necessarily resemble past performance.


                                                                               1
    
<PAGE>
   

U.S. EQUITY MANAGEMENT APPROACH
- --------------------------------------------------------------------------------

The JPM Pierpont Tax Aware U.S. Equity fund invests primarily in U.S. stocks
while seeking to enhance the after-tax returns of its shareholders. 

The investment philosophy, developed by the fund's advisor, focuses on stock
picking while largely avoiding sector or market-timing strategies. Also, under
normal market conditions, the fund will remain fully invested.

U.S. EQUITY INVESTMENT PROCESS

In managing the fund,  J.P. Morgan employs a three-step process:

[GRAPHICS]
FPO

J.P. Morgan analysts develop proprietary fundamental research

RESEARCH  J.P. Morgan takes an in-depth look at company prospects over a
relatively long period -- often as much as five years -- rather than focusing on
near-term expectations. This approach is designed to provide insight into a
company's real growth potential. J.P. Morgan's in-house research is developed by
an extensive worldwide network of over 120 career analysts. The team of analysts
dedicated to U.S. equities includes more than 20 members, with an average of
over ten years of experience.

[GRAPHICS]
FPO

Stocks in each industry are ranked with the help of models

VALUATION  The research findings allow J.P. Morgan to rank the companies in each
industry group according to their relative value. The greater a company's
estimated worth compared to the current market price of its stock, the more
undervalued the company. The valuation rankings are produced with the help of a
variety of models that quantify the research team's findings.

[GRAPHICS]
FPO

Using research and valuations, the fund's management team chooses stocks for its
fund

STOCK SELECTION  The fund buys and sells stocks according to its own policies,
using the research and valuation rankings as a basis. In general, the management
team buys stocks that are identified as undervalued and considers selling them
when they appear overvalued. Along with attractive valuation, the fund's
managers often consider a number of other criteria:

- -   catalysts that could trigger a rise in a stock's price
- -   high potential reward compared to potential risk
- -   temporary mispricings caused by market overreactions


2   U.S. EQUITY MANAGEMENT APPROACH
    
<PAGE>
- --------------------------------------------------------------------------------
   
TAX AWARE INVESTING AT J.P. MORGAN

The fund is designed to reduce, but not eliminate, capital gains distributions
to shareholders. In doing so, the fund sells securities when the anticipated
performance benefit justifies the resulting tax liability. This strategy often
includes holding securities long enough to avoid higher, short-term capital
gains taxes, selling shares with a higher cost basis first, and offsetting gains
realized in one security by selling another security at a capital loss. The fund
is aided in this process by a tax-sensitive optimization model developed by J.P.
Morgan.

Another feature of the fund is redemptions in kind. If you sell more than a
certain amount of your shares (usually over $250,000, but sometimes less) you
will receive a portfolio of representative stocks rather than cash. This shields
the fund -- and other shareholders -- from tax liabilities that might otherwise
be incurred. At the same time, a redemption in kind gives you greater
flexibility in managing the tax consequences of your redemption and is not
subject to a redemption fee by the fund. However, the stocks you receive will
continue to fluctuate in value after your redemption and you may incur brokerage
or other transaction costs in liquidating them. 


                                          U.S. EQUITY MANAGEMENT APPROACH     3
    
<PAGE>
   
JPM PIERPONT TAX AWARE U.S. EQUITY FUND
- --------------------------------------------------------------------------------
                                                 REGISTRANT: JPM SERIES TRUST
                                                 (TAX AWARE U.S. EQUITY FUND:
                                                 JPM PIERPONT SHARES)

[GRAPHICS]
GOAL

The fund seeks to provide high total return while being sensitive to the impact
of capital gains taxes on investors' returns.

[GRAPHICS]
INVESTMENT APPROACH

The fund invests primarily in large-capitalization U.S. companies. Industry by
industry, the fund's weightings are similar to those of the Standard & Poor's
500 Stock Index (S&P 500). The fund can moderately underweight or overweight
industries by when it believes it will benefit performance. 

Within each industry, the fund focuses on those stocks that are ranked as most
undervalued according to the investment process described on page 2. The fund
generally considers selling stocks that appear overvalued.

To this investment approach the fund adds the element of tax aware investing.
The fund's tax aware investment strategies are described on page 2.

[GRAPHICS]
POTENTIAL RISKS AND REWARDS

The value of your investment in the fund will fluctuate in response
to movements in the stock market. Fund performance will also depend on
the effectiveness of J.P. Morgan's research and the management team's stock
picking decisions.

By emphasizing undervalued stocks, the fund has the potential to produce returns
that exceed those of the S&P 500. At the same time, by controlling the industry
weightings of the fund so they can differ only moderately from the industry
weightings of the S&P 500, the fund seeks to limit its volatility to that of the
overall market, as represented by this index.  The fund's tax aware strategies
may reduce your capital gains but will not eliminate them. Maximizing after-tax
returns may require trade offs that reduce pre-tax returns.

The fund's securities are described in more detail on page 10, along with their
main risks, which may cause the fund's share price to decline, and the fund's
strategies to reduce these risks.

PORTFOLIO MANAGEMENT

The fund's assets are managed by J.P. Morgan, which currently manages over $225
billion, including more than $X.X billion using the same strategy as the fund.

The portfolio management team is led by Terry E. Banet, vice president, and
Gordon B. Fowler, managing director, who have been on the team since the fund's
inception in December of 1996. Ms. Banet has been at J.P. Morgan since 1985, Mr.
Fowler since 1981. Prior to managing this fund, Ms. Banet managed tax aware
accounts and helped develop Morgan's tax aware equity process while Mr. Fowler
was responsible for structured equity products for both the institutional and
the private client markets. 


INVESTOR EXPENSES

The current expenses you should expect to pay as an investor in the fund are
shown at right. The fund has no sales, exchange, or account fees, although some
institutions may charge you a fee for shares you buy through them. The fund's
redemption fee is paid out of the proceeds you receive when you sell applicable
shares; this fee does not apply to in-kind redemptions. The annual fund expenses
shown are deducted from fund assets prior to performance calculations.

Footnotes for this section are shown on next page. 

SHAREHOLDER TRANSACTION EXPENSES
REDEMPTION FEES (% OF YOUR PROCEEDS)
- -----------------------------------------------------
Shares held for less than five years             1.00
Shares held five years or longer                 None

ANNUAL EXPENSES (% OF FUND ASSETS)
- -----------------------------------------------------
Management fees (actual)                         0.45
Marketing (12b-1) fees                           none
Other expenses(2) (after reimbursement)          0.40
- -----------------------------------------------------
- -----------------------------------------------------
TOTAL OPERATING EXPENSES(2)
(AFTER REIMBURSEMENT)                            0.85
- -----------------------------------------------------


EXPENSE EXAMPLE
The example below uses the same assumptions as other fund prospectuses: $1,000
initial investment, 5% annual total return, expenses unchanged. The first number
assumes that you continued to hold your shares, the second that you sold all
shares at the end of each time period. The example is for comparison only; the
fund's actual return and expenses will be different.

- ---------------------------------------------------
              1 yr.     3 yrs.    5 yrs.    10 yrs.
YOUR COST($)  9/29      27/37     47/57     105/105
- ---------------------------------------------------


4   JPM PIERPONT TAX AWARE U.S. EQUITY FUND
    
<PAGE>
   
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>

PERFORMANCE
AVERAGE ANNUAL TOTAL RETURN (%)   Shows performance over time, for the period ended September 30, 1997
- -------------------------------------------------------------------------------------------------------
                                                                                    Since inception(3)
<S>                                                                                 <C>
JPM PIERPONT TAX AWARE U.S. EQUITY FUND (after expenses)                                 XX.XX
S&P 500 INDEX(4) (no expenses)                                                           XX.XX


<CAPTION>
Year-by-year total return (%)     Shows changes in returns for the period ended September 30, 1997
- ---------------------------------------------------------------------------------------------------
<S>                                          <C>
[GRAPH]
                                                            1997
40%
20%
0%
(20)%


- - JPM Pierpont Tax Aware U.S. Equity Fund      -  S&P 500 Index(4)

</TABLE>

FINANCIAL HIGHLIGHTS

PER-SHARE DATA     For fiscal period ended April 30
- --------------------------------------------------------------------------------
                                                                     1997(3)
NET ASSET VALUE, BEGINNING OF PERIOD ($)                             10.00
- --------------------------------------------------------------------------------
    Income from investment operations:
     Net investment income ($)                                        0.03
     Net realized and unrealized gain
     on investments ($)                                               0.87
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
TOTAL FROM INVESTMENT OPERATIONS                                      0.90
- --------------------------------------------------------------------------------
LESS DISTRIBUTIONS TO SHAREHOLDERS FROM
NET INVESTMENT INCOME ($)                                            (0.01)
- --------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD ($)                                   10.89
- --------------------------------------------------------------------------------
TOTAL RETURN (%)                                                      9.02(6)
- --------------------------------------------------------------------------------


RATIOS AND SUPPLEMENTAL DATA
- --------------------------------------------------------------------------------
NET ASSETS, END OF PERIOD ($ thousands)                             13,763
- --------------------------------------------------------------------------------
RATIOS TO AVERAGE NET ASSETS:
- --------------------------------------------------------------------------------
EXPENSES (%)                                                          0.85(5)
- --------------------------------------------------------------------------------
NET INVESTMENT INCOME (%)                                             0.81(5)
- --------------------------------------------------------------------------------
DECREASE REFLECTED IN EXPENSE RATIO DUE TO 
EXPENSE REIMBURSEMENT (%)                                             2.20(5)
- --------------------------------------------------------------------------------
PORTFOLIO TURNOVER RATE (%)                                            .16(6)
- --------------------------------------------------------------------------------
AVERAGE BROKER COMMISSIONS PER SHARE ($)                            0.0300
- --------------------------------------------------------------------------------

(1) This table shows expenses for the fiscal period 12/18/96 (commencement of
    operations) through 4/30/97 as a percentage of average net assets, after
    reimbursement for ordinary expenses over 0.85%.

(2) Without reimbursement, other expenses and total operating expenses would
    have been 2.60% and 3.05% respectively. There is no guarantee that
    reimbursement will continue beyond 2/28/98.

(3) The fund commenced operations on 12/18/96. 

(4) The S&P 500 Index is an unmanaged index of U.S. stocks widely used as a
    measure of overall stock market performance.

(5) Annualized.

(6) Not annualized.


                                  JPM PIERPONT TAX AWARE U.S. EQUITY FUND     5
    
<PAGE>
   
YOUR INVESTMENT
- --------------------------------------------------------------------------------

For your convenience, the JPM Pierpont Funds offer several ways to start and
maintain fund investments.

INVESTING THROUGH A FINANCIAL PROFESSIONAL

If you work with a financial professional, either at J.P. Morgan or elsewhere,
he or she is prepared to handle your planning and transaction needs. Your
financial professional will be able to assist you in establishing your fund
account, executing transactions, and monitoring your investment. If your fund
investment is not held in the name of your financial professional and you prefer
to place a transaction order yourself, please use the instructions for investing
directly. J.P. Morgan may pay fees to financial professionals for 
services in connection with fund investments.

INVESTING THROUGH AN EMPLOYER-SPONSORED RETIREMENT PLAN

Your fund investments are handled through your plan.  Refer to your plan
materials or contact your benefits office for information on buying, selling, or
exchanging fund shares. J.P. Morgan may pay fees to firms that provide
recordkeeping or other services to your plan.

INVESTING THROUGH AN IRA OR ROLLOVER IRA

Please contact a J.P. Morgan Retirement Services Specialist at 1-888-576-4472
for information on J.P. Morgan's comprehensive IRA services, including lower
minimum investments.

INVESTING DIRECTLY

Investors may establish accounts without the help of an intermediary by using
the instructions below and at right:

- -   Determine the amount you are investing. The minimum amount for initial
    investments in the fund is $2,500 and for additional investments $500,
    although these minimums may be less for some investors. For more
    information on minimum investments, call 1-800-521-5411.

- -   Complete the application, indicating how much of your investment you want
    to allocate to which fund(s). Please apply now for any account privileges
    you may want to use in the future, in order to avoid the delays associated
    with adding them later on.

- -   Mail in your application, making your initial investment as shown below.

For answers to any questions, please speak with a J.P. Morgan Funds Services
Representative at 1-800-521-5411.

OPENING AN ACCOUNT 
    BY CHECK
- -   Make out a check for the investment amount payable to JPM Pierpont Funds.

- -   Mail the check with your completed application to the Transfer Agent.

    BY WIRE
- -   Mail your completed application to the Shareholder Services Agent.

- -   Call the Shareholder Services Agent to obtain an account number and to
    place a purchase order. FUNDS THAT ARE WIRED WITHOUT A PURCHASE ORDER WILL
    BE RETURNED UNINVESTED.

- -   After placing your purchase order, instruct your bank to wire the amount of
    your investment to:

         State Street Bank & Trust Company
         ROUTING NUMBER: 011-000-028
         CREDIT: JPM Pierpont Funds
         ACCOUNT NUMBER: 9904-226-9
         FFC: your account number, name of registered owner(s) and fund name

    BY EXCHANGE
- -   Call the Shareholder Services Agent for an exchange.

ADDING TO AN ACCOUNT 
    BY CHECK
- -   Make out a check for the investment amount payable to JPM Pierpont Funds.

- -   Mail the check with a completed investment slip to the Transfer Agent. If
    you do not have an investment slip, attach a note indicating your account
    number and how much you wish to invest in which fund(s).

    BY WIRE
- -   Call the Shareholder Services Agent to place a purchase order. FUNDS THAT
    ARE WIRED WITHOUT A PURCHASE ORDER WILL BE RETURNED UNINVESTED.

- -   Once you have placed your purchase order, instruct


6   YOUR INVESTMENT
    
<PAGE>
   
    your bank to wire the amount of your investment as described on the
    previous page.

    BY EXCHANGE
- -   Call the Shareholder Services Agent for an exchange.

SELLING SHARES
    BY PHONE
- -   Call the Shareholder Services Agent and place your request. Once your
    request has been verified, a check for the net amount, payable to the
    registered owner(s), will be mailed to the address of record. For checks
    payable to any other party or mailed to any other address, please make your
    request in writing (see below).

    BY WIRE
- -   Call the Shareholder Services Agent to verify that the wire redemption
    privilege is in place on your account. If it is not, a representative can
    help you add it.

- -   Place your wire request. If you are transferring money to a non-Morgan
    account, you will need to provide the representative with the personal
    identification number (PIN) that was provided to you when you opened your
    fund account.

    IN WRITING
- -   Write a letter of instruction that includes the following information: The
    name of the registered owner(s) of the account; the account number; the
    fund name; the amount you want to sell; and the recipient's name and
    address or wire information, if different from those of the account
    registration.

- -   Indicate whether you want the proceeds sent by check or by wire.

- -   Make sure the letter is signed by an authorized party.  The Shareholder
    Services Agent may require additional information, such as a signature
    guarantee.

- -   Mail the letter to the Shareholder Services Agent.

    BY EXCHANGE
- -   Call the Shareholder Services Agent for an exchange.


ACCOUNT AND TRANSACTION POLICIES

TELEPHONE ORDERS  The fund accepts telephone orders from all shareholders. To
guard against fraud, the fund requires shareholders to use a PIN, and may record
telephone orders or take other reasonable precautions. However, if the fund does
take such steps to ensure the authenticity of an order, you may bear any loss if
the order later proves fraudulent.

BUSINESS HOURS AND NAV CALCULATIONS  The fund's regular business days and hours
are the same as those of the New York Stock Exchange. The fund calculates its
net asset value per share (NAV) every business day at 4:15 p.m. eastern time.

TIMING OF ORDERS  Orders to buy or sell shares are executed at the next NAV
calculated after the order has been accepted. Orders are accepted until 4:00
p.m. eastern time every business day and are executed the same day, at that
day's NAV. The fund has the right to suspend redemption of shares and to
postpone payment of proceeds for up to seven days or as permitted by law.

- --------------------------------------------------------------------------------

TRANSFER AGENT                              SHAREHOLDER SERVICES AGENT
STATE STREET BANK AND TRUST COMPANY         J.P. MORGAN FUNDS SERVICES
P.O. Box 8411                               522 Fifth Avenue
Boston, MA 02266-8411                       New York, NY 10036
Attention: J.P. Morgan Funds Services       1-800-521-5411

                                            Representatives are available 8:00
                                            a.m. to 5:00 p.m. eastern time on
                                            fund business days.


                                                          YOUR INVESTMENT     7
    
<PAGE>
   
TIMING OF SETTLEMENTS  When you buy shares, you will become the owner of record
when the fund receives your payment, generally the day following execution. When
you sell shares, the proceeds are generally available the day following
execution and will be forwarded according to your instructions. In kind 
redemptions (described on page 2) will be available as promptly as feasible.

When you sell shares that you recently purchased by check, your order will be
executed at the next NAV but the proceeds will not be available until your check
clears. This may take up to 15 days.

STATEMENTS AND REPORTS  The fund sends monthly account statements as well as
confirmations after each purchase or sale of shares (except reinvestments).
Every six months the fund sends out an annual or semi-annual report, containing
information on the fund's holdings and a discussion of recent and anticipated
market conditions and fund performance.

ACCOUNTS WITH BELOW-MINIMUM BALANCES  If your account balance falls below the
minimum for 30 days as a result of selling shares (and not because of
performance), the fund may request that you buy more shares or close your
account. If your account balance is still below the minimum 60 days after
notification, the fund may close out your account and send the proceeds to the
address of record.

DIVIDENDS AND DISTRIBUTIONS

The fund typically pays income dividends once a year (usually in X) and makes
capital gains distributions, if any, once per year (usually in X). However, the
fund may make more or fewer payments in a given year, depending on its
investment results and its tax compliance situation. These dividends and
distributions consist of most or all of the fund's net investment income and net
realized capital gains.

Dividends and distributions are automatically paid in additional fund shares. 
Alternatively, you may instruct your financial professional or J.P. Morgan Funds
Services to have them sent to you by check, credited to a separate account, or
invested in another JPM Pierpont Fund.

TAX CONSIDERATIONS

In general, selling shares, exchanging shares, and receiving distributions
(whether reinvested or taken in cash) are all taxable events. These transactions
typically create the following tax liabilities:

    TRANSACTION                                  TAX STATUS

    Income dividends                             Ordinary income

    Short-term capital gains                     Ordinary income
    distributions

    Long-term capital gains                      Capital gains
    distributions

    Sales or exchanges of shares                 Capital gains or losses
    owned for more than one year

    Sales or exchanges of shares                 Gains are treated as ordinary
    owned for one year or less                   income; losses are subject to
                                                 special rules

Because long-term capital gains distributions are taxable as capital gains
regardless of how long you have owned your shares, you may want to avoid making
a substantial investment when the fund is about to declare a long-term capital
gains distribution.

Every January, the fund issues tax information on its distributions for the 
previous year.

Any investor for whom the fund does not have a valid taxpayer identification 
number will be subject to backup withholding for taxes.

The tax considerations described in this section do not apply to tax-deferred
accounts or other non-taxable entities.

Because each investor's tax circumstances are unique, please consult your tax
professional about your fund investment.


8   YOUR INVESTMENT
    
<PAGE>
   
FUND DETAILS
- --------------------------------------------------------------------------------

BUSINESS STRUCTURE

The fund is a series of JPM Series Trust, a Massachusetts business trust. The
fund is one of three series of shares currently offered by the trust.
Information about other series or classes is available by calling
1-800-521-5411. In the future, the trustees could create other series or share
classes, which would have different expenses. Fund shareholders are entitled to
one full or fractional vote for each dollar or fraction of a dollar invested.

MANAGEMENT AND ADMINISTRATION

The fund and the other series of JPM Series Trust are governed by the same
trustees. The trustees are responsible for overseeing business activities. The
trustees are assisted by Pierpont Group, Inc., which they own and operate on a
cost basis. Funds Distributor, as co-administrator, provides fund officers. J.P.
Morgan, as co-administrator, oversees the fund's other service providers.

The fund pays J.P. Morgan the following fees for investment advisory and other
services:

ADVISORY SERVICES                      0.45%  of the master portfolio's average
                                       net assets

ADMINISTRATIVE SERVICES                Master portfolio's and fund's
shared with Funds                      pro-rata portions of 0.09% of
Distributor, Inc.)                     the first $7 billion in J.P. Morgan-
                                       advised portfolios, plus 0.04% of  
                                       average net assets over $7 billion

SHAREHOLDER SERVICES                   0.25% of the fund's average net assets


                                                             FUND DETAILS     9
    
<PAGE>
   
- --------------------------------------------------------------------------------

RISK AND REWARD ELEMENTS

This table identifies the main elements that make up the fund's overall risk and
reward characteristics (described on page 2). It also outlines the fund's
policies toward various securities, including those that are designed to
help the fund manage risk.

<TABLE>
<CAPTION>

POTENTIAL RISKS                           POTENTIAL REWARDS                         POLICIES TO BALANCE RISK AND REWARD
<S>                                       <C>                                       <C>
MARKET CONDITIONS
- - The fund's share price and              - Stocks have generally outperformed      - Under normal circumstances the fund plans 
  performance will fluctuate                more stable investments (such as          to remain fully invested, with at least   
  in response to stock market               bonds and cash equivalents) over          65% in stocks; stock investments may      
  movements                                 the long term                             include U.S. and foreign convertible      
                                                                                      securities, preferred stocks, trust      
                                                                                      or partnership interests, warrants,       
                                                                                      rights, and investment company            
                                                                                      securities                                

                                                                                    - The fund seeks to limit risk through     
                                                                                      diversification                          
                                                                                                                               
                                                                                    - During severe market downturns, the fund 
                                                                                      has the option of investing up to 100%   
                                                                                      of assets in investment-grade short-term 
                                                                                      securities                               

MANAGEMENT CHOICES
- - The fund could underperform             - The fund could outperform               - J.P. Morgan focuses its active management 
  its benchmark due to its                  its benchmark due to these                on securities selection, the area where   
  asset allocation and securities           same choices                              it believes its commitment to research    
  choices                                                                             can most enhance returns                  

FOREIGN INVESTMENTS
- - Currency exchange rate                  - Favorable exchange rate                 - The fund anticipates that its total    
  movements could reduce                    movements could generate                  foreign investments will not exceed 5% 
  gains or create losses                    gains or reduce losses                    of assets                              

- - The fund could lose money               - Foreign investments, which              - The fund actively manages the currency    
  because of foreign government             represent a major portion of              exposure of its foreign investments      
  actions, political instability,           the world's securities, offer             relative to its benchmark, and may hedge  
  or lack of adequate and                   attractive potential performance          into the U.S. dollar from time to time    
  accurate information                      and opportunities for                     (see also "Derivatives")                  
                                            diversification                      

DERIVATIVES
- - Derivatives such as futures,            - Hedges that correlate well with         - The fund uses derivatives for hedging and  
  options, and foreign currency             underlying positions can reduce           for risk management (i.e., to establish   
  forward contracts that are                or eliminate losses at low cost           or adjust exposure to particular           
  used for hedging the portfolio                                                      securities, markets or currencies); risk   
  or specific securities may not          - The fund could make money and             management may include management of the   
  fully offset the underlying               protect against losses if                 fund's exposure relative to its benchmark  
  positions(1)                              management's analysis proves                                                         
                                            correct                                 - The fund only establishes hedges that it   
- - Derivatives used for risk                                                           expects will be highly correlated with     
  management may not have the             - Derivatives that involve leverage         underlying positions                       
  intended effects and may result           could generate substantial gains                                                     
  in losses or missed                       at low cost                             - While the fund may use derivatives that    
  opportunities                                                                       incidentally involve leverage, it does     
                                                                                      not use them for the specific purposes     
- - Derivatives that involve leverage                                                   of leveraging the portfolio                
  could magnify losses                                                              
                                            

(1) A futures contract is an agreement to buy or sell a set quantity of an
    underlying instrument at a future date, or to make or receive a cash payment
    based on the value of a securities index. An option is the right to buy or
    sell securities that is granted in exchange for an agreed-upon sum. A
    foreign currency forward contract is an obligation to buy or sell a given
    currency on a future date and at a set price.


10     FUND DETAILS
    
<PAGE>
   
- --------------------------------------------------------------------------------------------------------------------------------
POTENTIAL  RISKS                          POTENTIAL REWARDS                         POLICIES TO BALANCE RISK AND REWARD            

ILLIQUID HOLDINGS
- - The fund could have difficulty          - These holdings may offer more           - The fund may not invest more than 15% of   
  valuing these holdings precisely          attractive yields or potential            net assets in illiquid holdings            
                                            growth than comparable widely traded                                                 
- - The fund could be unable to sell          securities                              - To maintain adequate liquidity, the fund   
  these holdings at the time or price                                                 may hold investment-grade short-term       
  it desired                                                                          securities (including repurchase           
                                                                                      agreements) and, for temporary or          
                                                                                      extraordinary purposes, may borrow from    
                                                                                      banks up to 331/3% of the value of its     
                                                                                      total assets                               

WHEN-ISSUED AND DELAYED 
DELIVERY SECURITIES
- - When the fund buys securities           - The fund can take advantage              - The fund uses segregated accounts to cover 
  before issue or for delayed delivery,     of attractive transaction                  any leverage risk                          
  it could be exposed to leverage risk      opportunities                            
  if it does not use segregated accounts  

SHORT-TERM TRADING
- - Increased trading would raise the       - The fund could realize gains             - The fund anticipates a portfolio turnover  
  fund's brokerage and related costs        in a short period of time                  rate of approximately 100%                 
                                                                                                                                  
- - Increased short-term capital gains      - The fund could protect against           - The fund generally avoids short-term       
  distributions would raise shareholders'   losses if a stock is overvalued and        trading, except to take advantage of       
  income tax liability                      its value later falls                      attractive or unexpected opportunities or  
                                                                                       to meet demands generated by shareholder   
                                                                                       activity                                   
</TABLE>


                                                            FUND DETAILS     11
    
<PAGE>
   
For More Information

For investors who want more information on the fund, the following documents are
available free upon request:

ANNUAL/SEMI-ANNUAL REPORTS  Contain performance data, information on portfolio
holdings, and a written analysis of market conditions and fund performance for
the fund's most recently completed fiscal year or half-year.

STATEMENT OF ADDITIONAL INFORMATION (SAI)  Provides a fuller technical and legal
description of the fund's policies, investment restrictions, and business
structure. This prospectus incorporates the SAI by reference.

Copies of the current versions of these documents may be obtained by contacting:

JPM PIERPONT TAX AWARE U.S. EQUITY FUND
J.P. Morgan Funds Services
522 Fifth Avenue
New York, NY 10036

TELEPHONE:  1-800-521-5411

HEARING IMPAIRED:  1-888-468-4015

EMAIL:  [email protected]

Text-only versions of these documents and this prospectus are available from 
the Public Reference Room of the Securities and Exchange Commission in
Washington, D.C. (1-800-SEC-0330) and may be viewed on-screen or downloaded from
the SEC's Internet site at http://www.sec.gov. The fund's investment company
registration numbers are 811-07795 and 333-11125.

JPM PIERPONT FUNDS AND THE MORGAN TRADITION
The JPM Pierpont Funds combine a heritage of integrity and financial leadership
with comprehensive, sophisticated analysis and management techniques. Drawing on
J.P. Morgan's extensive experience and depth as an investment manager, the JPM
Pierpont Funds offer a broad array of distinctive opportunities for mutual fund
investors.




JPMORGAN

- --------------------------------------------------------------------------------
JPM PIERPONT FUNDS

    ADVISOR                                           DISTRIBUTOR
    Morgan Guaranty Trust Company of New York         Funds Distributor, Inc.
    522 Fifth Avenue                                  60 State Street
    New York, NY 10036                                Boston, MA 02109
    1-800-521-5411                                    1-800-221-7930

    
<PAGE>


                                JPM SERIES TRUST


   
                        TAX AWARE DISCIPLINED EQUITY FUND
                           TAX AWARE U.S. EQUITY FUND
    



                       STATEMENT OF ADDITIONAL INFORMATION





   
                                December 17, 1997
    















THIS  STATEMENT  OF  ADDITIONAL  INFORMATION  IS NOT A  PROSPECTUS  BUT CONTAINS
ADDITIONAL  INFORMATION  WHICH SHOULD BE READ IN CONJUNCTION WITH THE PROSPECTUS
FOR THE FUND OR FUNDS LISTED ABOVE, AS SUPPLEMENTED FROM TIME TO TIME, WHICH MAY
BE OBTAINED UPON REQUEST FROM FUNDS  DISTRIBUTOR,  INC., 60 STATE STREET,  SUITE
1300, BOSTON, MASSACHUSETTS 02109, ATTENTION: JPM SERIES TRUST (800) 221-7930.

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<PAGE>






Table of Contents

                                                                 Page

   
General.................................                             1
Investment Objectives and Policies......                             1
Investment Restrictions.................                            13
Trustees and Officers...................                            16
Investment Advisor......................                            20
Distributor.............................                            23
Co-Administrator........................                            23
Services Agent..........................                            24
Custodian and Transfer Agent............                            25
Shareholder Servicing...................                            25
Financial Professionals.................                            26
Independent Accountants.................                            27
Expenses................................                            27
Purchase of Shares......................                            27
Redemption of Shares....................                            28
Dividends and Distributions.............                            28
Net Asset Value.........................                            29
Performance Data........................                            30
Portfolio Transactions..................                            31
Massachusetts Trust.....................                            33
Description of Shares...................                            33
Taxes...................................                            34
Additional Information..................                            38
Financial Statements....................                            38
Appendix A - Description of Securities
    


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<PAGE>






GENERAL

   
         Each of Tax Aware  Disciplined  Equity  Fund (the  "Disciplined  Equity
Fund") and Tax Aware U.S.  Equity Fund (the " U.S.  Equity  Fund",  and together
with the Disciplined  Equity Fund, the "Equity Funds") is a series of JPM Series
Trust, an open-end  management  investment  company organized as a Massachusetts
business trust (the "Trust").  The Equity Funds are referred to  collectively as
the "Funds." The Trustees of the Trust have  authorized the issuance and sale of
shares of one class of each Equity Fund (JPM Pierpont Shares).
    

         This   Statement  of   Additional   Information   provides   additional
information with respect to the Funds and should be read in conjunction with the
applicable  current  prospectus  (the   "Prospectus").   Capitalized  terms  not
otherwise  defined herein have the meanings  assigned to them in the Prospectus.
The  Trust's  executive  offices  are  located at 60 State  Street,  Suite 1300,
Boston, Massachusetts 02109.

   
         Shares of the Funds are not deposits or  obligations  of, or guaranteed
or endorsed by, Morgan or any other bank.  Shares of the Funds are not federally
insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board,
or any other governmental  agency. An investment in the Funds is subject to risk
that may cause  the value of the  investment  to  fluctuate,  and the time it is
redeemed, be higher or lower than the amount originally invested.
    

INVESTMENT OBJECTIVES AND POLICIES

   
         The following discussion  supplements the information in the Prospectus
regarding the investment objective and policies of each Fund.


         The Tax Aware Disciplined Equity Fund is designed for investors seeking
enhanced  total  return  relative to that of large and medium  sized  companies,
typically  represented  by the S&P 500  Index.  The  Disciplined  Equity  Fund's
investment  objective is to provide high total return from a broadly diversified
portfolio of equity securities.

         The Fund invests primarily in a diversified  portfolio of common stocks
and other equity  securities.  Under normal  circumstances,  the Fund expects to
invest at least 65% of its total assets in such securities.

         Investment Process for the Tax Aware Disciplined Equity Fund

         Research:  Morgan's  more than 20  domestic  equity  analysts,  each an
industry  specialist  with an  average  of over 10 years of  experience,  follow
approximately 600 medium and large capitalization U.S. companies. Their research
goal is to forecast  intermediate-term  earnings and prospective dividend growth
rates for the companies that they cover.

     Valuation:  The analysts'  forecasts are converted into comparable expected
returns using a proprietary dividend discount model, which calculates the

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                                                         1

<PAGE>



intermediate-term earnings by comparing a company's current stock price with its
forecasted  dividends  and  earnings.  Within each sector,  companies are ranked
according to their  relative  value and grouped into  quintiles:  those with the
highest expected returns  (Quintile 1) are deemed the most undervalued  relative
to their long-term  earnings power, while those with the lowest expected returns
(Quintile 5) are deemed the most overvalued.

         Stock Selection:  A broadly diversified  portfolio is constructed using
disciplined  buy and sell rules.  Purchases  are  allocated  among stocks in the
first three  quintiles.  A stock that falls into the fourth and fifth  quintiles
generally  becomes a candidate for sale,  either  because its price has risen or
its fundamentals have deteriorated.  The Fund's sector weightings are matched to
those of the S&P 500 Index, reflecting Morgan's belief that its research has the
potential  to add value at the  individual  stock  level,  but not at the sector
level.  Morgan  also  controls  the Fund's  exposure to style and theme bets and
maintains near-market security weightings in individual security holdings.  This
process results in an investment portfolio containing approximately 300 stocks.

         The Tax Aware U.S.  Equity Fund is designed for  investors  who want an
actively  managed   portfolio  of  selected  equity  securities  that  seeks  to
outperform the S&P 500 Index. The U.S. Equity Fund's investment  objective is to
provide a high total return from a portfolio of selected equity securities.

         In normal circumstances,  at least 65% of the Fund's net assets will be
invested in equity  securities  consisting of common stocks and other securities
with equity  characteristics  comprised of preferred  stock,  warrants,  rights,
convertible securities, trust certifications,  limited partnership interests and
equity participations  (collectively,  "Equity Securities").  The Fund's primary
equity investments are the common stock of large sized U.S. corporations and, to
a limited extent, similar securities of foreign corporations.

         Investment Process for the Tax Aware U.S. Equity Fund

         Research:  Morgan's  more than 20  domestic  equity  analysts,  each an
industry  specialist  with an  average  of over 10 years of  experience,  follow
approximately  700  predominantly  large- and  medium-sized  U.S.  companies  --
approximately 500 of which form the universe for the Fund's  investments.  Their
research goal is to forecast normalized,  longer term earnings and dividends for
the  companies  that they cover.  In doing this,  they may work in concert  with
Morgan's  international  equity analysts in order to gain a broader  perspective
for evaluating industries and companies in today's global economy.

         Valuation:  The  analysts'  forecasts  are  converted  into  comparable
expected returns using a proprietary  dividend discount model,  which calculates
the  long-term  earnings by comparing a company's  current  stock price with its
forecasted  dividends  and  earnings.  Within each sector,  companies are ranked
according to their  relative  value and grouped into  quintiles:  those with the
highest expected returns  (Quintile 1) are deemed the most undervalued  relative
to their long-term  earnings power, while those with the lowest expected returns
(Quintile 5) are deemed the most overvalued.


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                                                         2

<PAGE>



         Stock  Selection:   A  diversified   portfolio  is  constructed   using
disciplined buy and sell rules.  Purchases are concentrated among first-quintile
stocks;  the specific names selected  reflect the portfolio  manager's  judgment
concerning the soundness of the underlying  forecasts,  the likelihood  that the
perceived misvaluation will be corrected within a reasonable time frame, and the
magnitude  of the risks  versus the  rewards.  Once a stock falls into the third
quintile -- because its price has risen or its fundamentals have deteriorated --
it generally  becomes a candidate for sale. The portfolio  manager seeks to hold
sector  weightings  close  to those of the S&P 500  Index,  reflecting  Morgan's
belief that its research has the potential to add value at the individual  stock
level, but not at the sector level.  Sector  neutrality is also seen as a way to
help  protect the  portfolio  from  macroeconomic  risks,  and  --together  with
diversification  --  represents  an important  element of Morgan's  risk control
strategy. A dedicated trading desk handles all transactions for the Fund.

Tax Management Techniques

         The Funds use Morgan's  proprietary  tax sensitive  optimization  model
which is  designed to reduce,  but not  eliminate,  the impact of capital  gains
taxes on shareholders'  after tax total returns.  Each Fund will try to minimize
the  realization  of net  short-term  and  long-term  capital  gains by matching
securities  sold at a gain with those sold at a loss to the extent  practicable.
In addition,  when selling a portfolio security, each Fund will generally select
the highest  cost basis  shares of the security to reduce the amount of realized
capital gains.  Because the gain on securities that have been held for more than
one year is subject to a lower federal income tax rate,  these  securities  will
generally be sold before  securities  held less than one year.  The use of these
tax  management  techniques  will not  necessarily  reduce  a  Fund's  portfolio
turnover  rate or  prevent  the Funds  from  selling  securities  to the  extent
warranted by shareholder transactions, actual or anticipated economic, market or
issuer-specific  developments or other investment  considerations.  However, the
annual portfolio  turnover rate of each Fund is generally not expected to exceed
100%.

Money Market Instruments

         Although the Funds intend, under normal circumstances and to the extent
practicable,  to be fully invested in equity securities, each Fund may invest in
money market instruments to the extent consistent with its investment  objective
and  policies.  The  Funds  may  invest in money  market  instruments  to invest
temporary  cash  balances,  to maintain  liquidity to meet  redemptions  or as a
defensive  measure during, or in anticipation of, adverse market  conditions.  A
description  of the  various  types  of  money  market  instruments  that may be
purchased  by  the  Funds  appears  below.  See  "Quality  and   Diversification
Requirements."
    

         U.S. Treasury Securities.  Each of the Funds may invest in direct
obligations of the U.S. Treasury, including Treasury bills, notes and bonds, all
of which are backed as to principal and interest payments by the full faith and
credit of the United States.

     Additional  U.S.  Government  Obligations.  Each of the Funds may invest in
obligations issued or guaranteed by U.S. Government agencies or

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                                                         3

<PAGE>



instrumentalities. These obligations may or may not be backed by the "full faith
and credit" of the United States.  Securities which are backed by the full faith
and credit of the United States include  obligations of the Government  National
Mortgage  Association,  the Farmers Home  Administration,  and the Export-Import
Bank. In the case of  securities  not backed by the full faith and credit of the
United States,  each Fund must look principally to the federal agency issuing or
guaranteeing the obligation for ultimate repayment and may not be able to assert
a  claim   against  the  United  States  itself  in  the  event  the  agency  or
instrumentality does not meet its commitments. Securities in which each Fund may
invest  that are not backed by the full  faith and  credit of the United  States
include,  but are not  limited  to:  (i)  obligations  of the  Tennessee  Valley
Authority,  the Federal Home Loan  Mortgage  Corporation,  the Federal Home Loan
Banks and the U.S.  Postal  Service,  each of which has the right to borrow from
the U.S. Treasury to meet its obligations; (ii) securities issued by the Federal
National  Mortgage  Association,   which  are  supported  by  the  discretionary
authority of the U.S. Government to purchase the agency's obligations; and (iii)
obligations  of the Federal Farm Credit  System and the Student  Loan  Marketing
Association,  each of whose  obligations may be satisfied only by the individual
credits of the issuing agency.

   
     Foreign  Government  Obligations.   Each  of  the  Funds,  subject  to  its
applicable  investment  policies,  may also invest in short-term  obligations of
foreign   sovereign   governments  or  of  their  agencies,   instrumentalities,
authorities or political  subdivisions.  These  securities may be denominated in
the U.S. dollar or in another currency. See "Foreign Investments."
    

         Bank  Obligations.  Unless otherwise noted below, each of the Funds may
invest in  negotiable  certificates  of  deposit,  time  deposits  and  bankers'
acceptances of (i) banks,  savings and loan associations and savings banks which
have more than $2 billion in total  assets and are  organized  under the laws of
the United  States or any state,  (ii)  foreign  branches  of these  banks or of
foreign  banks of  equivalent  size  (Euros) and (iii) U.S.  branches of foreign
banks of equivalent size (Yankees). The Funds will not invest in obligations for
which Morgan Guaranty Trust Company of New York, the Funds'  investment  advisor
("Morgan" or the "Advisor"),  or any of its affiliated  persons, is the ultimate
obligor  or  accepting  bank.  Each of the  Equity  Funds  may  also  invest  in
obligations of  international  banking  institutions  designated or supported by
national  governments to promote economic  reconstruction,  development or trade
between  nations  (e.g.,  the  European   Investment  Bank,  the  Inter-American
Development Bank, or the World Bank).

         Commercial  Paper.  Each of the Funds may invest in  commercial  paper,
including master demand  obligations.  Master demand obligations are obligations
that  provide for a periodic  adjustment  in the  interest  rate paid and permit
daily changes in the amount borrowed.  Master demand obligations are governed by
agreements between the issuer and Morgan acting as agent, for no additional fee,
in its capacity as  investment  advisor to the Funds and as fiduciary  for other
clients for whom it exercises  investment  discretion.  The monies loaned to the
borrower come from  accounts  managed by Morgan or its  affiliates,  pursuant to
arrangements with such accounts. Interest and principal payments are credited to
such accounts. Morgan, acting as a fiduciary on behalf of its clients, has

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the right to increase or decrease the amount  provided to the borrower  under an
obligation. The borrower has the right to pay without penalty all or any part of
the principal amount then outstanding on an obligation together with interest to
the date of payment. Since these obligations typically provide that the interest
rate is tied to the Federal Reserve commercial paper composite rate, the rate on
master demand obligations is subject to change.

         Repayment  of a master  demand  obligation  to  participating  accounts
depends on the ability of the borrower to pay the accrued interest and principal
of the obligation on demand,  which is continuously  monitored by Morgan.  Since
master demand obligations typically are not rated by credit rating agencies, the
Funds may invest in such unrated obligations only if, at the time of investment,
the obligation is determined by Morgan to have a credit quality which  satisfies
the Fund's quality restrictions. See "Quality and Diversification Requirements."
Although  there is no  secondary  market for  master  demand  obligations,  such
obligations  are  considered by the Funds to be liquid  because they are payable
upon  demand.  The  Funds do not  have any  specific  percentage  limitation  on
investments  in master demand  obligations.  It is possible that the issuer of a
master  demand  obligation  could be a client of Morgan to whom  Morgan,  in its
capacity as a commercial bank, has made a loan.

         Repurchase  Agreements.  Each of the Funds may  enter  into  repurchase
agreements  with  brokers,  dealers  or banks  that meet the  credit  guidelines
approved by the  Trust's  Trustees.  In a  repurchase  agreement,  a Fund buys a
security  from a seller  that has agreed to  repurchase  the same  security at a
mutually  agreed upon date and price.  The resale price normally is in excess of
the purchase price,  reflecting an agreed upon interest rate. This interest rate
is  effective  for the  period of time the  agreement  is in  effect  and is not
related to the coupon rate on the underlying  security.  A repurchase  agreement
may  also be  viewed  as a fully  collateralized  loan of money by a Fund to the
seller.  The period of these repurchase  agreements will usually be short,  from
overnight  to one  week,  and at no time will the  Funds  invest  in  repurchase
agreements for more than thirteen  months.  The securities  which are subject to
repurchase  agreements,  however,  may have maturity dates in excess of thirteen
months  from the  effective  date of the  repurchase  agreement.  The Funds will
always  receive  securities as collateral  whose market value is, and during the
entire  term of the  agreement  remains,  at least  equal to 100% of the  dollar
amount  invested by the Funds in each agreement plus accrued  interest,  and the
Funds will make payment for such securities only upon physical  delivery or upon
evidence of book entry transfer to the account of the  Custodian.  If the seller
defaults,  a Fund might incur a loss if the value of the collateral securing the
repurchase  agreement  declines and might incur  disposition costs in connection
with  liquidating the  collateral.  In addition,  if bankruptcy  proceedings are
commenced with respect to the seller of the security,  realization upon disposal
of the collateral by a Fund may be delayed or limited.

   
         Other  Debt  Securities.  Each of the  Funds may  invest in other  debt
securities with remaining effective  maturities of not more than thirteen months
and other obligations described in this Statement of Additional Information.
    




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Equity Investments

         The Equity Funds invest  primarily in equity  securities  consisting of
exchange-traded, OTC and unlisted common and preferred stocks, warrants, rights,
convertible  securities,  trust certificates,  limited partnership interests and
equity  participations  of U.S.  companies  and,  to a  lesser  extent,  foreign
companies  ("Equity  Securities").  A discussion  of the various types of equity
investments  which may be  purchased  by the Equity  Funds  appears  below.  See
"Quality and Diversification Requirements."

         Equity Securities.  The Equity Securities in which the Equity Funds may
invest  may or may not pay  dividends  and may or may not carry  voting  rights.
Common stock occupies the most junior position in a company's capital structure.

         The convertible securities in which the Equity Funds may invest include
any debt  securities or preferred stock which may be converted into common stock
or which  carry the  right to  purchase  common  stock.  Convertible  securities
entitle the holder to exchange the securities  for a specified  number of shares
of common  stock,  usually of the same  company,  at specified  prices  within a
certain period of time.

         The  terms of any  convertible  security  determine  its  ranking  in a
company's capital structure. In the case of subordinated convertible debentures,
the holders'  claims on assets and earnings  are  subordinated  to the claims of
other   creditors  and  are  senior  to  the  claims  of  preferred  and  common
shareholders. In the case of convertible preferred stock, the holders' claims on
assets and  earnings are  subordinated  to the claims of all  creditors  and are
senior to the claims of common shareholders.

Common Stock Warrants

         The Equity Funds may invest in common stock  warrants  that entitle the
holder to buy  common  stock from the  issuer at a  specific  price (the  strike
price)  for a  specific  period of time.  The market  price of  warrants  may be
substantially  lower than the  current  market  price of the  underlying  common
stock,  yet warrants  are subject to similar  price  fluctuations.  As a result,
warrants may be more volatile investments than the underlying common stock.

         Warrants  generally  do not entitle the holder to  dividends  or voting
rights with  respect to the  underlying  common stock and do not  represent  any
rights in the assets of the issuer company.  A warrant will expire  worthless if
it is not exercised prior to the expiration date.

Foreign Investments

     The Funds may  invest in  certain  foreign  securities.  The Tax Aware U.S.
Equity Fund may invest in equity securities of foreign corporations  included in
the S&P 500 Index or  listed on a  national  securities  exchange.  The Fund may
invest in equity  securities  of foreign  issuers  that are listed on a national
securities exchange or denominated or principally traded in the U.S. dollar. The
Funds do not expect to invest more than 5%, respectively,  of their total assets
at the time of purchase in securities of foreign issuers.

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         Investors  should  realize that the value of the Funds'  investments in
foreign  securities may be adversely  affected by changes in political or social
conditions,   diplomatic  relations,   confiscatory   taxation,   expropriation,
nationalization,  limitation on the removal of funds or assets, or imposition of
(or change in) exchange  control or tax regulations in those foreign  countries.
In  addition,  changes in  government  administrations  or  economic or monetary
policies  in the  United  States  or abroad  could  result  in  appreciation  or
depreciation of fund  securities and could  favorably or unfavorably  affect the
Funds' operations.  Furthermore, the economies of individual foreign nations may
differ from the U.S. economy, whether favorably or unfavorably, in areas such as
growth of gross  national  product,  rate of  inflation,  capital  reinvestment,
resource  self-sufficiency and balance of payments position; it may also be more
difficult to obtain and enforce a judgment against a foreign issuer. Any foreign
investments  made by the Funds must be made in compliance  with U.S. and foreign
currency  restrictions and tax laws restricting the amounts and types of foreign
investments.

         Foreign  investments  may be made  directly  in  securities  of foreign
issuers  or in the  form of  American  Depositary  Receipts  ("ADRs"),  European
Depositary  Receipts ("EDRs") and Global  Depositary  Receipts ("GDRs") or other
similar securities of foreign issuers. ADRs are securities,  typically issued by
a U.S. financial institution (a "depositary"), that evidence ownership interests
in a security or a pool of securities  issued by a foreign  issuer and deposited
with the  depositary.  ADRs  include  American  Depositary  Shares  and New York
Shares.  EDRs are receipts  issued by a European  financial  institution.  GDRs,
which are sometimes referred to as Continental Depositary Receipts ("CDRs"), are
securities,  typically issued by a non-U.S. financial institution, that evidence
ownership  interests  in a security or a pool of  securities  issued by either a
U.S.  or  foreign  issuer.  ADRs,  EDRs,  GDRs  and CDRs  may be  available  for
investment through "sponsored" or "unsponsored" facilities. A sponsored facility
is established  jointly by the issuer of the security underlying the receipt and
a depositary, whereas an unsponsored facility may be established by a depositary
without participation by the issuer of the receipt's underlying security.

         Holders of an unsponsored  depositary  receipt generally bear all costs
of  the  unsponsored  facility.   The  depositary  of  an  unsponsored  facility
frequently  is under no  obligation  to  distribute  shareholder  communications
received  from the issuer of the  deposited  security or to pass  through to the
holders of the receipts voting rights with respect to the deposited securities.

         In addition, while the volume of transactions effected on foreign stock
exchanges has increased in recent  years,  in most cases it remains  appreciably
below that of  domestic  security  exchanges.  Accordingly,  the Funds'  foreign
investments  may be less  liquid  and their  prices  may be more  volatile  than
comparable investments in securities of U.S. companies. Moreover, the settlement
periods for foreign securities, which are often longer than those for securities
of  U.S.  issuers,  may  affect  portfolio  liquidity.  In  buying  and  selling
securities on foreign exchanges,  purchasers normally pay fixed commissions that
are  generally  higher  than the  negotiated  commissions  charged in the United
States.  In  addition,  there  is  generally  less  government  supervision  and
regulation  of  securities  exchanges,  brokers and  issuers  located in foreign
countries than in the United States.

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Depository Receipts

         Depository  receipts are typically  issued by a U.S. or foreign bank or
trust  company and evidence  ownership  of  underlying  securities  of a U.S. or
foreign issuer. Unsponsored programs are organized independently and without the
cooperation of the issuer of the underlying securities.  As a result,  available
information  concerning  the  issuer  may  not be as  current  as for  sponsored
depositary instruments,  and their prices may be more volatile than if they were
sponsored by the issuers of the underlying securities.

         Since investments in foreign securities may involve foreign currencies,
the  value of a Fund's  assets  as  measured  in U.S.  dollars  may be  affected
favorably or unfavorably  by changes in currency  rates and in exchange  control
regulations,  including  currency  blockage.  The Funds may enter  into  forward
commitments  for the purchase or sale of foreign  currencies in connection  with
the  settlement  of  foreign  securities  transactions  or to manage  the Funds'
currency exposure related to foreign investments.

Foreign Currency Exchange Transactions

         Because the Funds may buy and sell securities and receive  interest and
dividends in  currencies  other than the U.S.  dollar,  the Funds may enter from
time to time into foreign currency exchange transactions. The Funds either enter
into these transactions on a spot (i.e., cash) basis at the spot rate prevailing
in the foreign currency exchange market or uses forward contracts to purchase or
sell  foreign   currencies.   The  cost  of  a  Fund's  spot  currency  exchange
transactions is generally the difference  between the bid and offer spot rate of
the currency being purchased or sold.

         A foreign currency forward exchange contract is an obligation by a Fund
to purchase or sell a specific currency at a future date, which may be any fixed
number of days from the date of the contract.  Foreign currency forward exchange
contracts  establish an exchange  rate at a future  date.  These  contracts  are
derivative  instruments,  as their value derives from the spot exchange rates of
the currencies underlying the contract.  These contracts are entered into in the
interbank  market directly  between  currency  traders (usually large commercial
banks)  and  their  customers.  A foreign  currency  forward  exchange  contract
generally  has no  deposit  requirement  and is traded  at a net  price  without
commission.  Neither spot  transactions  nor forward foreign  currency  exchange
contracts  eliminate  fluctuations  in the prices of a Fund's  securities  or in
foreign exchange rates, or prevent loss if the prices of these securities should
decline.

         A Fund may enter into  foreign  currency  exchange  transactions  in an
attempt to protect  against changes in foreign  currency  exchange rates between
the  trade  and  settlement  dates  of  specific   securities   transactions  or
anticipated  securities  transactions.  A  Fund  may  also  enter  into  forward
contracts  to hedge  against a change in foreign  currency  exchange  rates that
would  cause a  decline  in the value of  existing  investments  denominated  or
principally traded in a foreign currency.  To do this, the Fund would enter into
a forward  contract to sell the  foreign  currency  in which the  investment  is
denominated or principally traded in exchange for U.S. dollars or in exchange

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<PAGE>



for another  foreign  currency.  The Funds only enter into forward  contracts to
sell a foreign  currency in exchange for another foreign currency if the Advisor
expects the foreign currency purchased to appreciate against the U.S. dollar.

         Although these  transactions  are intended to minimize the risk of loss
due to a decline  in the  value of the  hedged  currency,  at the same time they
limit any potential  gain that might be realized  should the value of the hedged
currency  increase.  In  addition,  forward  contracts  that  convert  a foreign
currency into another  foreign  currency will cause a Fund to assume the risk of
fluctuations  in the  value  of the  currency  purchased  vis a vis  the  hedged
currency  and the U.S.  dollar.  The precise  matching  of the forward  contract
amounts and the value of the securities  involved will not generally be possible
because the future value of such securities in foreign currencies will change as
a consequence of market  movements in the value of such  securities  between the
date  the  forward  contract  is  entered  into  and the  date it  matures.  The
projection  of  currency  market  movements  is  extremely  difficult,  and  the
successful execution of a hedging strategy is highly uncertain.

Additional Investments

         When-Issued  and  Delayed  Delivery  Securities.  Each of the Funds may
purchase  securities on a when-issued or delayed  delivery  basis.  For example,
delivery  of and  payment  for these  securities  can take place a month or more
after the date of the purchase  commitment.  The purchase price and the interest
rate payable,  if any, on the  securities  are fixed on the purchase  commitment
date or at the time the settlement  date is fixed.  The value of such securities
is  subject  to market  fluctuation  and no  interest  accrues  to a Fund  until
settlement  takes  place.  At the time a Fund makes the  commitment  to purchase
securities  on a  when-issued  or delayed  delivery  basis,  it will  record the
transaction,  reflect the value each day of such  securities in determining  its
net asset value, and calculate the maturity for the purposes of average maturity
from that date. At the time of  settlement a when-issued  security may be valued
at less than the purchase price. To facilitate such acquisitions, each Fund will
maintain with the Custodian a segregated account with liquid assets,  consisting
of cash or other liquid assets, in an amount at least equal to such commitments.
If a Fund  chooses to dispose  of the right to  acquire a  when-issued  security
prior to its  acquisition,  it  could,  as with  the  disposition  of any  other
portfolio obligation, incur a gain or loss due to market fluctuation.

         Reverse Repurchase Agreements. Each of the Funds may enter into reverse
repurchase  agreements.  In a  reverse  repurchase  agreement,  a Fund  sells  a
security and agrees to repurchase  the same  security at a mutually  agreed upon
date and price. For purposes of the 1940 Act, a reverse repurchase agreement may
be  deemed to be a  borrowing  of money by the Fund  and,  therefore,  a form of
leverage.  The Funds will  invest  the  proceeds  of  borrowings  under  reverse
repurchase agreements.  In addition, a Fund will enter into a reverse repurchase
agreement only when the expected  return to be earned from the investment of the
proceeds is greater than the interest expense of the transaction. A Fund may not
enter into reverse repurchase agreements exceeding in the aggregate one-third of
the market  value of its total  assets  less  liabilities  (other  than  reverse
repurchase agreements and other borrowings). See "Investment Restrictions."


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         Loans  of  Portfolio  Securities.  Each  of  the  Funds  may  lend  its
securities  if such  loans  are  secured  continuously  by  cash  or  equivalent
collateral  or by a letter of credit in favor of the Fund at least  equal at all
times  to 100% of the  market  value  of the  securities  loaned,  plus  accrued
interest.  While such securities are on loan, the borrower will pay the Fund any
income  accruing  thereon.  Loans will be subject to termination by the Funds in
the normal  settlement time,  generally three business days after notice,  or by
the borrower on one day's notice.  Borrowed securities must be returned when the
loan  is  terminated.  Any  gain or loss in the  market  price  of the  borrowed
securities  which  occurs  during the term of the loan  inures to a Fund and its
respective  shareholders.  The Funds may pay  reasonable  finders' and custodial
fees in connection with a loan. In addition,  a Fund will consider all facts and
circumstances   including  the   creditworthiness  of  the  borrowing  financial
institution,  and no Fund will  make any loans in excess of one year.  The Funds
will not lend their securities to any officer,  Trustee,  Director,  employee or
other affiliate of the Funds, Morgan or the Funds' distributor, unless otherwise
permitted by applicable law.

   
         Privately  Placed and Certain  Unregistered  Securities.  Each Fund may
invest  up to 15% of its net  assets in  illiquid  holdings,  including  certain
restricted and private  placement  holdings.  The price a Fund pays for illiquid
securities  or receives upon resale may be lower than the price paid or received
for similar  holdings with a more liquid market.  Accordingly,  the valuation of
these holdings will reflect any  limitations on their  liquidity.  The Funds may
also  purchase  Rule  144A  securities  eligible  for  resale  to  institutional
investors  without   registration  under  the  Securities  Act  of  1933.  These
securities  may  be  determined  to be  liquid  in  accordance  with  guidelines
established  by Morgan and approved by the  Trustees.  The Trustees will monitor
Morgan's implementation of these guidelines on a periodic basis.

         As to illiquid  investments,  these restricted  holdings are subject to
the risk that the Fund  will not be able to sell them at a price the Fund  deems
representative of their value. If a restricted  holding must be registered under
the Securities Act of 1933, as amended (the "1933 Act"),  before it may be sold,
a Fund may be obligated to pay all or part of the registration expenses. Also, a
considerable  period may elapse between the time of the decision to sell and the
time the Fund is  permitted to sell a holding  under an  effective  registration
statement.  If, during such a period, adverse market conditions were to develop,
a Fund might obtain a less  favorable  price than  prevailed  when it decided to
sell.
    

Quality and Diversification Requirements

   
         Each of the Funds intends to meet the  diversification  requirements of
the 1940 Act.  To meet these  requirements,  75% of the assets of these Funds is
subject to the following  fundamental  limitations:  (1) the Fund may not invest
more than 5% of its total  assets in the  securities  of any one issuer,  except
obligations of the U.S. Government, its agencies and instrumentalities,  and (2)
the Fund may not own more than 10% of the outstanding  voting  securities of any
one  issuer.  As for the other  25% of the  Fund's  assets  not  subject  to the
limitation described above, there is no limitation on investment of these assets
under the 1940 Act, so that all of such assets may be invested in securities of


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any one issuer. Investments not subject to the limitations described above could
involve an increased risk to a Fund should an issuer,  or a state or its related
entities,  be unable to make interest or principal payments or should the market
value of such securities decline.

     The Funds will also comply with the diversification requirements imposed by
the Internal Revenue Code of 1986, as amended (the "Code"), for qualification as
a regulated investment company. See "Taxes."

         The Funds may invest in convertible  debt  securities,  for which there
are no specific quality requirements. In addition, at the time a Fund invests in
any commercial paper, bank obligation or repurchase  agreement,  the issuer must
have  outstanding  debt rated A or higher by Moody's or  Standard & Poor's,  the
issuer's parent  corporation,  if any, must have  outstanding  commercial  paper
rated Prime-1 by Moody's or A-1 by Standard & Poor's,  or if no such ratings are
available,  the  investment  must  be of  comparable  quality  in the  Advisor's
opinion.  At the time a Fund invests in any other  short-term  debt  securities,
they must be rated A or higher by Moody's or  Standard & Poor's,  or if unrated,
the investment must be of comparable quality in the Advisor's opinion.

         In  determining  suitability  of  investment  in a  particular  unrated
security,  the Advisor takes into consideration asset and debt service coverage,
the purpose of the  financing,  history of the issuer,  existence of other rated
securities of the issuer, and other relevant  conditions,  such as comparability
to other issuers.

Options and Futures Transactions

         Each of the  Funds  may (a)  purchase  and  sell  exchange  traded  and
over-the-counter  (OTC) put and call options on equity  securities or indexes of
equity securities,  (b) purchase and sell futures contracts on indexes of equity
securities  and (c) purchase and sell put and call options on futures  contracts
on indexes  of equity  securities.  Each of these  instruments  is a  derivative
instrument as its value derives from the underlying asset or index.

         Each Fund may use  futures  contracts  and options for hedging and risk
management purposes.  See "Risk Management" below. The Funds may not use futures
contracts and options for speculation.

         Each Fund may  utilize  options  and  futures  contracts  to manage its
exposure to changing  interest rates and/or  security  prices.  Some options and
futures strategies, including selling futures contracts and buying puts, tend to
hedge  a  Fund's  investments  against  price  fluctuations.  Other  strategies,
including  buying futures  contracts,  writing puts and calls, and buying calls,
tend to increase market exposure.  Options and futures contracts may be combined
with each other or with forward contracts in order to adjust the risk and return
characteristics  of a Fund's overall strategy in a manner deemed  appropriate to
the Advisor and  consistent  with the Fund's  objective  and  policies.  Because
combined  options  positions  involve  multiple  trades,  they  result in higher
transaction costs and may be more difficult to open and close out.


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         The use of options and futures is a highly  specialized  activity which
involves  investment  strategies and risks different from those  associated with
ordinary portfolio securities  transactions,  and there can be no guarantee that
their use will increase a Fund's return. While the use of these instruments by a
Fund may reduce certain risks  associated with owning its portfolio  securities,
these techniques themselves entail certain other risks. If the Advisor applies a
strategy  at an  inappropriate  time  or  judges  market  conditions  or  trends
incorrectly,  options and futures strategies may lower a Fund's return.  Certain
strategies limit a Fund's possibilities to realize gains as well as limiting its
exposure  to losses.  A Fund could also  experience  losses if the prices of its
options and futures positions were poorly correlated with its other investments,
or if it could not close out its  positions  because  of an  illiquid  secondary
market.  In addition,  a Fund will incur  transaction  costs,  including trading
commissions  and option  premiums,  in  connection  with its futures and options
transactions  and these  transactions  could  significantly  increase the Fund's
turnover rate.

         Each Fund may purchase put and call options on  securities,  indexes of
securities and futures contracts,  or purchase and sell futures contracts,  only
if such options are written by other persons and if (i) the  aggregate  premiums
paid on all such  options  which are held at any time do not  exceed  20% of the
Fund's net assets,  and (ii) the aggregate margin deposits  required on all such
futures or options thereon held at any time do not exceed 5% of the Fund's total
assets.

Options

Purchasing Put and Call Options.  By purchasing a put option, a Fund obtains the
right (but not the obligation) to sell the instrument underlying the option at a
fixed strike price.  In return for this right,  the Fund pays the current market
price for the option (known as the option  premium).  Options have various types
of underlying instruments, including specific securities, indexes of securities,
indexes of securities prices,  and futures  contracts.  A Fund may terminate its
position  in a put  option  it has  purchased  by  allowing  it to  expire or by
exercising  the  option.  A Fund may also  close out a put  option  position  by
entering  into an offsetting  transaction,  if a liquid  market  exists.  If the
option is allowed to expire,  a Fund will lose the entire  premium it paid. If a
Fund  exercises  a put  option  on a  security,  it  will  sell  the  instrument
underlying  the option at the strike price.  If a Fund exercises an option on an
index, settlement is in cash and does not involve the actual sale of securities.
If an  option  is  American  style,  it may be  exercised  on any  day up to its
expiration date. A European style option may be exercised only on its expiration
date.

         The buyer of a typical  put  option can expect to realize a gain if the
price of the underlying instrument falls substantially. However, if the price of
the instrument  underlying the option does not fall enough to offset the cost of
purchasing  the option,  a put buyer can expect to suffer a loss (limited to the
amount of the premium paid, plus related transaction costs).

         The features of call options are  essentially  the same as those of put
options,  except  that the  purchaser  of a call  option  obtains  the  right to
purchase, rather than sell, the instrument underlying the option at the option's

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strike price. A call buyer typically  attempts to participate in potential price
increases of the instrument  underlying the option with risk limited to the cost
of the option if security prices fall. At the same time, the buyer can expect to
suffer a loss if security prices do not rise  sufficiently to offset the cost of
the option.

         Selling  (Writing)  Put and  Call  Options.  When a Fund  writes  a put
option,  it  takes  the  opposite  side of the  transaction  from  the  option's
purchaser. In return for receipt of the premium, the Fund assumes the obligation
to pay the strike price for the  instrument  underlying  the option if the other
party to the option  chooses to exercise  it. A Fund may seek to  terminate  its
position in a put option it writes  before  exercise by purchasing an offsetting
option in the market at its current price. If the market is not liquid for a put
option the Fund has written,  however,  the Fund must continue to be prepared to
pay the  strike  price  while the  option is  outstanding,  regardless  of price
changes, and must continue to post margin as discussed below.

         If the price of the  underlying  instrument  rises,  a put writer would
generally expect to profit,  although its gain would be limited to the amount of
the premium it received.  If security  prices  remain the same over time,  it is
likely that the writer will also profit,  because it should be able to close out
the option at a lower  price.  If security  prices  fall,  the put writer  would
expect to suffer a loss.  This loss should be less than the loss from purchasing
and holding the underlying  instrument  directly,  however,  because the premium
received for writing the option should offset a portion of the decline.

         Writing a call option  obligates a Fund to sell or deliver the option's
underlying  instrument  in return for the  strike  price  upon  exercise  of the
option.  The  characteristics  of writing  call  options are similar to those of
writing put  options,  except  that  writing  calls  generally  is a  profitable
strategy  if prices  remain  the same or fall.  Through  receipt  of the  option
premium a call writer offsets part of the effect of a price decline. At the same
time,  because  a call  writer  must  be  prepared  to  deliver  the  underlying
instrument in return for the strike price, even if its current value is greater,
a call writer gives up some ability to participate in security price increases.

         The writer of an exchange  traded put or call option on a security,  an
index of  securities  or a futures  contract  is  required  to  deposit  cash or
securities  or a letter of credit as margin and to make mark to market  payments
of variation margin as the position becomes unprofitable.

         Options  on  Indexes.  Options on  securities  indexes  are  similar to
options on securities,  except that the exercise of securities  index options is
settled by cash  payment  and does not  involve  the actual  purchase or sale of
securities.   In  addition,   these   options  are  designed  to  reflect  price
fluctuations in a group of securities or segment of the securities market rather
than price  fluctuations in a single security.  A Fund, in purchasing or selling
index options, is subject to the risk that the value of its portfolio securities
may not change as much as an index because the Fund's investments generally will
not match the composition of an index.
    

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         For a number of reasons,  a liquid market may not exist and thus a Fund
may not be able to close out an option  position that it has previously  entered
into.  When  a  Fund  purchases  an  OTC  option,  it  will  be  relying  on its
counterparty  to  perform  its  obligations,  and the Fund may incur  additional
losses if the counterparty is unable to perform.

   
         Exchange Traded and OTC Options.  All options  purchased or sold by the
Funds will be traded on a  securities  exchange or will be  purchased or sold by
securities dealers (OTC options) that meet  creditworthiness  standards approved
by the Funds' Board of Trustees.  While exchange-traded  options are obligations
of the Options Clearing  Corporation,  in the case of OTC options, a Fund relies
on the  dealer  from which it  purchased  the option to perform if the option is
exercised.  Thus,  when a Fund purchases an OTC option,  it relies on the dealer
from which it purchased  the option to make or take  delivery of the  underlying
securities.  Failure  by the  dealer  to do so would  result  in the loss of the
premium  paid  by a Fund  as  well  as  loss  of  the  expected  benefit  of the
transaction.

          Provided that a Fund has arrangements  with certain  qualified dealers
who agree that the Fund may  repurchase any option it writes for a maximum price
to be calculated by a  predetermined  formula,  a Fund may treat the  underlying
securities used to cover written OTC options as liquid.  In these cases, the OTC
option itself would only be  considered  illiquid to the extent that the maximum
repurchase price under the formula exceeds the intrinsic value of the option.

         Futures  Contracts  and  Options  on Futures  Contracts.  The Funds may
purchase or sell (write)  futures  contracts  and purchase put and call options,
including put and call options on futures contracts.  In addition,  the may sell
(write) put and call options,  including  options on futures.  Futures contracts
obligate the buyer to take and the seller to make delivery at a future date of a
specified  quantity of a financial  instrument or an amount of cash based on the
value of a securities  index.  Currently,  futures  contracts  are  available on
various  types of fixed  income  securities,  including  but not limited to U.S.
Treasury  bonds,  notes and bills,  Eurodollar  certificates  of deposit  and on
indexes of fixed income securities and indexes of equity securities.

         Unlike a futures contract, which requires the parties to buy and sell a
security  or make a cash  settlement  payment  based on changes  in a  financial
instrument  or  securities  index on an  agreed  date,  an  option  on a futures
contract  entitles  its holder to decide on or before a future  date  whether to
enter into such a contract.  If the holder  decides not to exercise  its option,
the holder may close out the option  position  by  entering  into an  offsetting
transaction  or may decide to let the  option  expire and  forfeit  the  premium
thereon. The purchaser of an option on a futures contract pays a premium for the
option but makes no initial  margin  payments  or daily  payments of cash in the
nature of "variation"  margin payments to reflect the change in the value of the
underlying contract as does a purchaser or seller of a futures contract.
    

         The seller of an option on a futures contract receives the premium paid
by the purchaser and may be required to pay initial margin. Amounts equal to the
initial margin and any additional collateral required on any options on futures

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contracts sold by a Fund are paid by the Fund into a segregated  account, in the
name of the  Futures  Commission  Merchant,  as required by the 1940 Act and the
SEC's interpretations thereunder.

         Combined  Positions.  The Funds are  permitted  to  purchase  and write
options in  combination  with each  other,  or in  combination  with  futures or
forward contracts,  to adjust the risk and return characteristics of the overall
position.  For example, a Fund may purchase a put option and write a call option
on the same  underlying  instrument,  in order to construct a combined  position
whose risk and return characteristics are similar to selling a futures contract.
Another  possible  combined  position would involve writing a call option at one
strike price and buying a call option at a lower  price,  in order to reduce the
risk of the written call option in the event of a  substantial  price  increase.
Because combined  options  positions  involve  multiple  trades,  they result in
higher transaction costs and may be more difficult to open and close out.
    

         Correlation  of Price  Changes.  Because there are a limited  number of
types of exchange-traded  options and futures  contracts,  it is likely that the
standardized  options and futures  contracts  available  will not match a Fund's
current or  anticipated  investments  exactly.  A Fund may invest in options and
futures  contracts based on securities with different  issuers,  maturities,  or
other  characteristics from the securities in which it typically invests,  which
involves  a risk  that the  options  or  futures  position  will not  track  the
performance of the Fund's other investments.

   
         Options and futures  contracts  prices can also diverge from the prices
of their  underlying  instruments,  even if the underlying  instruments  match a
Fund's  investments  well.  Options and futures contracts prices are affected by
such factors as current and anticipated  short term interest  rates,  changes in
volatility of the underlying instrument, and the time remaining until expiration
of the contract,  which may not affect security  prices the same way.  Imperfect
correlation  may also result from differing  levels of demand in the options and
futures markets and the securities markets,  from structural  differences in how
options and futures and securities are traded, or from imposition of daily price
fluctuation  limits or trading  halts.  A Fund may  purchase or sell options and
futures  contracts  with a greater or lesser value than the securities it wishes
to  hedge  or  intends  to  purchase  in  order to  attempt  to  compensate  for
differences in volatility between the contract and the securities, although this
may not be  successful  in all cases.  If price  changes in a Fund's  options or
futures  positions  are  poorly  correlated  with  its  other  investments,  the
positions may fail to produce anticipated gains or result in losses that are not
offset by gains in other investments.
    

         Liquidity  of Options and Futures  Contracts.  There is no  assurance a
liquid market will exist for any  particular  option or futures  contract at any
particular  time even if the  contract is traded on an  exchange.  In  addition,
exchanges may establish daily price  fluctuation  limits for options and futures
contracts and may halt trading if a contract's  price moves up or down more than
the limit in a given day. On volatile  trading  days when the price  fluctuation
limit is reached or a trading halt is imposed,  it may be impossible  for a Fund
to enter into new positions or close out existing positions. If the market for a
contract

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is not liquid because of price fluctuation limits or otherwise, it could prevent
prompt  liquidation of unfavorable  positions,  and could potentially  require a
Fund to continue to hold a position until  delivery or expiration  regardless of
changes in its value. As a result, a Fund's access to other assets held to cover
its options or futures  positions could also be impaired.  (See "Exchange Traded
and OTC Options"  above for a discussion  of the liquidity of options not traded
on an exchange.)

         Position Limits.  Futures exchanges can limit the number of futures and
options on futures  contracts that can be held or controlled by an entity. If an
adequate exemption cannot be obtained,  a Fund or the Advisor may be required to
reduce the size of its futures and options positions or may not be able to trade
a certain futures or options contract in order to avoid exceeding such limits.

         Asset Coverage for Futures Contracts and Options  Positions.  The Funds
intend  to comply  with  Section  4.5 of the  regulations  under  the  Commodity
Exchange  Act,  which  limits the  extent to which a Fund can  commit  assets to
initial margin deposits and option premiums. In addition,  the Funds will comply
with  guidelines  established by the SEC with respect to coverage of options and
futures  contracts by mutual funds,  and if the guidelines so require,  will set
aside appropriate liquid assets in a segregated  custodial account in the amount
prescribed.  Securities  held in a segregated  account  cannot be sold while the
futures  contract or option is outstanding,  unless they are replaced with other
suitable assets. As a result, there is a possibility that segregation of a large
percentage  of a Fund's assets could impede  portfolio  management or the Fund's
ability to meet redemption requests or other current obligations.
    

Risk Management

   
         The Funds may employ non-hedging risk management  techniques.  Examples
of such  strategies  include  using futures and options to alter the duration or
beta of a Fund's portfolio or the mix of securities in a Fund's  portfolio.  For
example,  if  Morgan  wishes  to  extend  maturities  in the  California  Fund's
portfolio  in order to take  advantage  of an  anticipated  decline in  interest
rates,  but does not wish to purchase the underlying  long-term  securities,  it
might cause the Fund to purchase futures contracts on long-term debt securities.
Similarly,  if  Morgan  wishes  to  reduce a  Fund's  exposure  to fixed  income
securities  and  purchase  equities,  it could  cause  the Fund to sell  futures
contracts on debt  securities and purchase  futures  contracts on a stock index.
Such non-hedging risk management techniques are not speculative, but may involve
leverage.  Leverage  magnifies the gains and losses experienced by the Fund as a
result of market fluctuations.
    

Portfolio Turnover

   
         The Funds'  expected  portfolio  turnover  rates are set forth below. A
rate of 100%  indicates  that the equivalent of all of a Fund's assets have been
sold and  reinvested  in a year.  High  portfolio  turnover  may  result  in the
realization of substantial  net capital gains or losses.  To the extent that net
short term capital gains are realized,  any  distributions  resulting  from such
gains are  considered  ordinary  income for  federal  income tax  purposes.  See
"Taxes" below.
    


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JPM Pierpont Shares: Tax Aware Disciplined Equity Fund -- For the period January
30, 1997 (commencement of operations)  through April 30, 1997 (unaudited):  12%.
For the fiscal year ended October 31, 1997: ____%.

JPM Pierpont Shares:  Tax Aware U.S. Equity Fund -- For the period December 18,
1996 (commencement of operations) through April 30, 1997 (unaudited): 16%.  For
the fiscal year ended October 31, 1997: ____%.
    

INVESTMENT RESTRICTIONS

   
         The  investment  restrictions  set forth below have been adopted by the
Trust with respect to each Fund.  Except as otherwise  noted,  these  investment
restrictions are  "fundamental"  policies which,  under the 1940 Act, may not be
changed without the vote of a majority of the outstanding  voting  securities of
the Funds. A "majority of the outstanding  voting  securities" is defined in the
1940 Act as the lesser of (a) 67% or more of the voting securities  present at a
meeting if the holders of more than 50% of the outstanding voting securities are
present or represented by proxy, or (b) more than 50% of the outstanding  voting
securities. The percentage limitations contained in the restrictions below apply
at the time of purchasing securities to the market value of a Fund's assets.
    

         Unless  Sections  8(b)(1)  and  13(a) of the 1940 Act or any SEC or SEC
staff interpretations thereof are amended or modified, each Fund may not:

     1.   Purchase  any  security  if, as a  result,  more than 25% of its total
          assets  would be invested in the  securities  of issuers in any single
          industry.  This  limitation  shall not apply to  securities  issued or
          guaranteed  as to  principal or interest by the U.S.  Government,  its
          agencies or instrumentalities.

     2.   Issue senior securities.  For purposes of this restriction,  borrowing
          money in accordance with paragraph 3 below, making loans in accordance
          with paragraph 8 below, the issuance of shares of beneficial  interest
          in  multiple  classes  or series,  the  purchase  or sale of  options,
          futures  contracts,  forward  commitments,  swaps and  transactions in
          repurchase agreements are not deemed to be senior securities.

     3.   Borrow money,  except in amounts not to exceed one third of the Fund's
          total  assets  (including  the  amount  borrowed)  (i) from  banks for
          temporary or short-term purposes or for the clearance of transactions,
          (ii) in  connection  with the  redemption of Fund shares or to finance
          failed settlements of portfolio trades without immediately liquidating
          portfolio  securities  or other  assets,  (iii)  in  order to  fulfill
          commitments  or plans to purchase  additional  securities  pending the
          anticipated  sale of other  portfolio  securities  or assets  and (iv)
          pursuant to reverse repurchase agreements entered into by the Fund. 

     4.   Underwrite the securities of other issuers, except to the extent that,
          in connection with the disposition of portfolio  securities,  the Fund
          may be deemed to be an underwriter under the 1933 Act.

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     5.   Purchase or sell real  estate  except that the Fund may (i) acquire or
          lease  office  space for its own use,  (ii)  invest in  securities  of
          issuers that invest in real estate or interests therein,  (iii) invest
          in  securities  that are secured by real estate or interests  therein,
          (iv) purchase and sell  mortgage-related  securities  and (v) hold and
          sell real estate  acquired by the Fund as a result of the ownership of
          securities.

     6.   Purchase  securities  on margin  (except that the Fund may obtain such
          short-term  credits as may be necessary for the clearance of purchases
          and sales of securities).

     7.   Purchase or sell commodities or commodity  contracts,  except the Fund
          may  purchase  and  sell  financial  futures  contracts,   options  on
          financial  futures  contracts and warrants and may enter into swap and
          forward commitment transactions.

     8.   Make  loans,  except that the Fund (1) may lend  portfolio  securities
          with a value not exceeding  one-third of the Fund's total assets,  (2)
          enter into repurchase agreements, and (3) purchase all or a portion of
          an  issue  of  debt  securities   (including   privately  issued  debt
          securities),  bank loan participation interests,  bank certificates of
          deposit, bankers' acceptances, debentures or other securities, whether
          or not  the  purchase  is  made  upon  the  original  issuance  of the
          securities.

     9.   In the case of each  Equity  Fund,  with  respect  to 75% of its total
          assets,  purchase  securities  of  an  issuer  (other  than  the  U.S.
          Government,   its  agencies,   instrumentalities   or  authorities  or
          repurchase agreements  collateralized by U.S. Government  securities),
          if:

          a.       such purchase would cause more than 5% of the Fund's total
                   assets to be invested in the securities of such issuer; or

          b.       such purchase would cause the Fund to hold more than 10% of
                   the outstanding voting securities of such issuer.

         For  purposes  of  fundamental  investment  restriction  (1)  regarding
industry  concentration,  Morgan may classify  issuers by industry in accordance
with  classifications  set forth in the  Directory  of Companies  Filing  Annual
Reports With The  Securities and Exchange  Commission or other  sources.  In the
absence of such  classification  or if Morgan  determines in good faith based on
its own  information  that the economic  characteristics  affecting a particular
issuer  make it more  appropriately  considered  to be  engaged  in a  different
industry,  Morgan may classify an issuer  accordingly.  For  instance,  personal
credit finance  companies and business credit finance companies are deemed to be
separate  industries and wholly owned finance  companies are considered to be in
the  industry of their  parents if their  activities  are  primarily  related to
financing the activities of their parents.


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         As a matter of  non-fundamental  policy,  which may be  changed  by the
Trustees without shareholder approval, each Fund may not:

         A.       Make short sales of securities  unless either (a) after giving
                  effect to any such short sale,  the total  market value of all
                  securities  sold short  would not exceed 25% of the Fund's net
                  assets or (b) at all times  during  which a short  position is
                  open the Fund  owns (or has the right to  obtain  through  the
                  conversion or exchange of other securities) an equal amount of
                  such securities.

         B.       Acquire  securities of other investment  companies,  except as
                  permitted by the 1940 Act or any rule, order or interpretation
                  thereunder,  or in  connection  with a merger,  consolidation,
                  reorganization, acquisition of assets or an offer of exchange.

         C.       Acquire any illiquid securities, such as repurchase agreements
                  with more than seven days to maturity  or fixed time  deposits
                  with a duration of over seven  calendar  days,  if as a result
                  thereof, more than 15% of the market value of the Fund's total
                  assets would be in investments that are illiquid.

         Notwithstanding  any other  fundamental or  non-fundamental  investment
restriction  or policy,  each Fund  reserves the right,  without the approval of
shareholders,  to  invest  all of its  assets  in  another  open-end  registered
investment company with substantially the same fundamental investment objective,
restrictions and policies as the Fund.

         If any percentage restriction described above is adhered to at the time
of investment,  a subsequent  increase or decrease in the  percentage  resulting
from a change in the value of a Fund's assets will not constitute a violation of
the restriction.

TRUSTEES AND OFFICERS

Trustees

         The Trustees of the Trust, their principal  occupations during the past
five years, business addresses and dates of birth are set forth below.

         FREDERICK S. ADDY--Trustee; Retired; Executive Vice President and Chief
Financial Officer since prior to April 1994, Amoco Corporation.  His address is
5300 Arbutus Cove, Austin, TX 78746, and his date of birth is January 1, 1932.

         WILLIAM G. BURNS--Trustee; Retired, Former Vice Chairman and Chief
Financial Officer, NYNEX.  His address is 2200 Alaqua Drive, Longwood, FL 32779,
and his date of birth is November 2, 1932.

         ARTHUR C. ESCHENLAUER--Trustee; Retired; Former Senior Vice President,
Morgan Guaranty Trust Company of New York.  His address is 14 Alta Vista Drive,
RD #2, Princeton, NJ 08540, and his date of birth is May 23, 1934.


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<PAGE>



         MATTHEW  HEALEY  (*)--Trustee,  Chairman and Chief  Executive  Officer;
Chairman,  Pierpont Group,  Inc.,  since prior to 1992. His address is Pine Tree
Club Estates, 10286 Saint Andrews Road, Boynton Beach, FL 33436, and his date of
birth is August 23, 1937.

         MICHAEL P. MALLARDI--Trustee; Retired; Senior Vice President, Capital
Cities/ABC, Inc. and President, Broadcast Group since prior to April 1996.  His
address is 10 Charnwood Drive, Suffern, NY 10910, and his date of birth is March
17, 1934.
- ------------------------

(*) Mr. Healey is an "interested person" of the Trust and the Advisor as that
term is defined in the 1940 Act.

         Each Trustee is currently paid an annual fee of $75,000 (adjusted as of
April  1,  1997)  for  serving  as  Trustee  of the  Trust,  each of the  Master
Portfolios (as defined below), The JPM Institutional  Funds and The JPM Pierpont
Funds and is reimbursed  for expenses  incurred in connection  with service as a
Trustee.  The Trustees may hold various other  directorships  unrelated to these
funds.

         Trustee  compensation  expenses  accrued by the Trust for the  calendar
year ended December 31, 1996 is set forth below.


                                   AGGREGATE       TOTAL TRUSTEE COMPENSATION
                                   TRUSTEE         ACCRUED BY THE MASTER
                                   COMPENSATION    PORTFOLIOS (*), THE JPM
                                   ACCRUED BY THE  INSTITUTIONAL FUNDS, THE JPM
                                   TRUST DURING    PIERPONT FUNDS AND THE TRUST
NAME OF TRUSTEE                    1996            DURING 1996 (***)

Frederick S. Addy, Trustee         $0              $65,000
William G. Burns, Trustee          $0              $65,000
Arthur C. Eschenlauer, Trustee     $0              $65,000
Matthew Healey, Trustee (**)       $0              $65,000
  Chairman and Chief Executive
  Officer
Michael P. Mallardi, Trustee       $0              $65,000

   
(*) The JPM  Pierpont  Funds and The JPM  Institutional  Funds  are each  multi-
series  registered  investment  companies  that are part of a two-tier  (master-
feeder) investment fund structure. Each series of The JPM Pierpont Funds and The
JPM  Institutional  Funds is a feeder fund that  invests  all of its  investable
assets  in  one of 24  separate  master  portfolios  (collectively  the  "Master
Portfolios"), 15 of which are registered investment companies.
    

(**)  During 1996, Pierpont Group, Inc. paid Mr. Healey, in his role as Chairman
of Pierpont Group, Inc., compensation in the amount of $140,000, contributed

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$21,000  to a  defined  contribution  plan on his  behalf  and paid  $21,500  in
insurance premiums for his benefit.

(***) No investment  company within the fund complex has a pension or retirement
plan.

         The Trustees,  in addition to reviewing  actions of the Trust's various
service providers,  decide upon matters of general policy. The Trust has entered
into a Fund Services  Agreement with Pierpont Group, Inc. to assist the Trustees
in exercising their overall supervisory responsibilities over the affairs of the
Trust.  Pierpont Group,  Inc. was organized in July 1989 to provide services for
The  Pierpont  Family  of  Funds,  and the  Trustees  are  the  equal  and  sole
shareholders of Pierpont Group, Inc. The Trust has agreed to pay Pierpont Group,
Inc. a fee in an amount  representing  its reasonable  costs in performing these
services to the Trust and certain other registered  investment companies subject
to similar  agreements  with Pierpont Group,  Inc. These costs are  periodically
reviewed by the Trustees.

         The aggregate fees paid to Pierpont Group, Inc. by each Fund during the
indicated fiscal periods are set forth below:

   
Tax Aware Disciplined Equity Fund -- For the period January 30, 1997
(commencement of operations) through April 30, 1997 (unaudited): $22.  For the
fiscal year ended October 31, 1997: ____%.

Tax Aware U.S. Equity Fund -- For the period December 18, 1996 (commencement of
operations) through April 30, 1997 (unaudited): $100.  For the fiscal year ended
October 31, 1997: ____%.
    

Officers

         The Trust's  executive  officers  (listed below),  other than the Chief
Executive  Officer,  are provided and  compensated  by Funds  Distributor,  Inc.
("FDI"), a wholly owned indirect subsidiary of Boston  Institutional Group, Inc.
The Chief  Executive  Officer  receives no  compensation  in his  capacity as an
officer of the Trust. The officers conduct and supervise the business operations
of the Trust. The Trust has no employees.

         The officers of the Trust, their principal  occupations during the past
five years and dates of birth are set forth below.  The business address of each
of the officers  unless  otherwise  noted is Funds  Distributor,  Inc., 60 State
Street, Suite 1300, Boston, Massachusetts 02109.

         MATTHEW HEALEY;  Chief  Executive  Officer;  Chairman,  Pierpont Group,
since prior to 1992. His address is Pine Tree Club Estates,  10286 Saint Andrews
Road, Boynton Beach, FL 33436. His date of birth is August 23, 1937.

     MARIE E. CONNOLLY; Vice President and Assistant Treasurer. President, Chief
Executive Officer,  Chief Compliance Officer and Director of FDI, Premier Mutual
Fund  Services,  Inc., an affiliate of FDI ("Premier  Mutual") and an officer of
certain investment  companies advised or administered by the Dreyfus Corporation
("Dreyfus") or its affiliates. From December 1991 to July 1994, she

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was President and Chief Compliance Officer of FDI. Her date of birth is August
1, 1957.

     DOUGLAS C. CONROY; Vice President and Assistant  Treasurer.  Assistant Vice
President  and Manager of Treasury  Services  and  Administration  of FDI and an
officer of certain  investment  companies  advised or administered by Dreyfus or
its  affiliates.  Prior to April 1997,  Mr.  Conroy was  Supervisor  of Treasury
Services and  Administration of FDI. From April 1993 to January 1995, Mr. Conroy
was a Senior Fund Accountant for Investors Bank & Trust Company.  Prior to March
1993, Mr. Conroy was employed as a fund accountant at The Boston  Company,  Inc.
His date of birth is March 31, 1969.

         RICHARD W. INGRAM;  President and  Treasurer.  Executive Vice President
and Director of Client Services and Treasury  Administration of FDI, Senior Vice
President  of Premier  Mutual and an officer of RCM  Capital  Funds,  Inc.,  RCM
Equity Funds, Inc.,  Waterhouse Investors Cash Management Fund, Inc. and certain
investment  companies  advised or  administered  by Dreyfus or Harris  Trust and
Savings Bank ("Harris") or their respective affiliates. Prior to April 1997, Mr.
Ingram was Senior Vice  President  and  Director of Client  Service and Treasury
Administration  of FDI.  From March 1994 to November  1995,  Mr. Ingram was Vice
President and Division Manager of First Data Investor  Services Group, Inc. From
1989 to  1994,  Mr.  Ingram  was Vice  President,  Assistant  Treasurer  and Tax
Director  -  Mutual  Funds  of The  Boston  Company,  Inc.  His date of birth is
September 15, 1955.

     KAREN JACOPPO-WOOD;  Vice President and Assistant Secretary. Assistant Vice
President of FDI and an officer of RCM Capital Funds, Inc. and RCM Equity Funds,
Inc.,  Waterhouse  Investors  Cash  Management  Fund,  Inc.  and Harris or their
respective  affiliates.  From June 1994 to January 1996, Ms.  Jacoppo-Wood was a
Manager, SEC Registration, Scudder, Stevens & Clark, Inc. From 1988 to May 1994,
Ms.  Jacoppo-Wood  was a senior paralegal at The Boston Company  Advisors,  Inc.
("TBCA"). Her date of birth is December 29, 1966.

   
     ELIZABETH A. KEELEY; Vice President and Assistant Secretary. Vice President
and Senior  Counsel  of FDI and  Premier  Mutual  and an officer of RCM  Capital
Funds, Inc., RCM Equity Funds, Inc.,  Waterhouse Investors Cash Management Fund,
Inc. and certain  investment  companies  advised or  administered  by Dreyfus or
Harris or their  respective  affiliates.  Prior to August 1996,  Ms.  Keeley was
Assistant  Vice  President  and  Counsel  of FDI and  Premier  Mutual.  Prior to
September 1995, Ms. Keeley was enrolled at Fordham  University School of Law and
received her JD in May 1995. Address: 200 Park Avenue, New York, New York 10166.
Her date of birth is September 14, 1969.

         CHRISTOPHER J. KELLEY; Vice President and Assistant Secretary.  Vice
President and Associate General Counsel of FDI and Premier Mutual and an officer
of Waterhouse Investors Cash Management Fund, Inc. and certain investment
companies advised or administered by Harris or its affiliates.  From April 1994
to July  1996, Mr. Kelley was Assistant Counsel at Forum Financial Group.  From
1992 to 1994, Mr. Kelley was employed by Putnam Investments in legal and
compliance capacities.  His date of birth is December 24, 1964.
    


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     MARY A. NELSON; Vice President and Assistant Treasurer.  Vice President and
Manager of Treasury  Services and  Administration  of FDI and Premier Mutual, an
officer of RCM Capital Funds, Inc., RCM Equity Funds, Inc., Waterhouse Investors
Cash  Management  Fund,  Inc.  and  certain  investment   companies  advised  or
administered by Dreyfus or Harris or their respective  affiliates.  From 1989 to
1994,  Ms. Nelson was an Assistant  Vice  President  and Client  Manager for The
Boston Company, Inc. Her date of birth is April 22, 1964.
    

     MICHAEL S. PETRUCELLI;  Vice President and Assistant Secretary. Senior Vice
President and Director of Strategic  Client  Initiatives  for FDI since December
1996. From December 1989 through November 1996, Mr. Petrucelli was employed with
GE  Investments  where  he held  various  financial,  business  development  and
compliance  positions.  He also  served  as  Treasurer  of the GE  Funds  and as
Director of GE Investment  Services.  Address:  200 Park Avenue,  New York,  New
York, 10166. His date of birth is May 18, 1961.

     JOSEPH F. TOWER III; Vice President and Assistant Treasurer. Executive Vice
President,  Treasurer and Chief Financial Officer,  Chief Administrative Officer
and  Director  Of FDI.  Senior Vice  President,  Treasurer  and Chief  Financial
Officer,  Chief  Administrative  Officer and  Director of Premier  Mutual and an
officer  of  Waterhouse   Investors  Cash  Management  Fund,  Inc.  and  certain
investment companies advised or administered by Dreyfus or its Affiliates. Prior
to April  1997,  Mr.  Tower  was  Senior  Vice  President,  Treasurer  and Chief
Financial Officer,  Chief Administrative  Officer and Director of FDI. From July
1988 to November  1993, Mr. Tower was Financial  Manager of The Boston  Company,
Inc. His date of birth is June 13, 1962.

INVESTMENT ADVISOR

   
         The  Trust  has  retained  Morgan  as  Investment  Advisor  to  provide
investment advice and portfolio management services to the Funds. Subject to the
supervision  of the  Trustees,  Morgan  makes the Funds'  day-to-day  investment
decisions,  arranges for the execution of portfolio  transactions  and generally
manages the Funds'  investments.  The investment  advisor to the Funds is Morgan
(Morgan  Guaranty Trust Company of New York), a wholly owned  subsidiary of J.P.
Morgan & Co.  Incorporated  ("J.P.  Morgan"),  a bank holding company  organized
under the laws of the State of Delaware.  Morgan, whose principal offices are at
60 Wall Street,  New York,  New York 10260,  is a New York trust  company  which
conducts  a general  banking  and trust  business.  The  Advisor  is  subject to
regulation by the New York State Banking  Department and is a member bank of the
Federal  Reserve  System.  Through  offices in New York City and abroad,  Morgan
offers a wide  range of  services,  primarily  to  governmental,  institutional,
corporate  and high net worth  individual  customers  in the  United  States and
throughout the world.
    


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         J.P. Morgan, through Morgan and other subsidiaries,  acts as investment
advisor to  individuals,  governments,  corporations,  employee  benefit  plans,
mutual  funds and other  institutional  investors  with  combined  assets  under
management of more than $225 billion.
    

         J.P.  Morgan has a long  history of service as an advisor,  underwriter
and lender to an extensive roster of major companies and as a financial  advisor
to national  governments.  The firm,  through its predecessor firms, has been in
business for over a century and has been managing investments since 1913.

         The basis of  Morgan's  investment  process is  fundamental  investment
research because the firm believes that fundamentals should determine an asset's
value over the long term.  Morgan currently  employs over 100 full time research
analysts, among the largest research staffs in the money management industry, in
its  investment  management  divisions  located  in  New  York,  London,  Tokyo,
Frankfurt, Melbourne and Singapore to cover companies,  industries and countries
on site. In addition,  the investment  management divisions employ approximately
300 capital market researchers,  portfolio managers and traders. The conclusions
of  the  equity  analysts'  fundamental  research  is  quantified  into a set of
projected  returns  for  individual  companies  through  the  use of a  dividend
discount model.  These returns are projected for 2 to 5 years to enable analysts
to take a longer term view. These returns, or normalized  earnings,  are used to
establish relative values among stocks in each industrial  sector.  These values
may not be the same as the markets' current valuations of these companies.  This
provides  the  basis for  ranking  the  attractiveness  of the  companies  in an
industry according to five distinct  quintiles or rankings.  This ranking is one
of the factors  considered in determining the stocks  purchased and sold in each
sector.  Morgan's fixed income  investment  process is based on analysis of real
rates, sector diversification and quantitative and credit analysis.

         The investment  advisory  services Morgan provides to the Funds are not
exclusive under the terms of the Investment Advisory  Agreement.  Morgan is free
to and does render similar investment advisory services to others. Morgan serves
as investment advisor to personal  investors and other investment  companies and
acts as fiduciary for trusts, estates and employee benefit plans. Certain of the
assets of trusts and estates under management are invested in common trust funds
for which Morgan serves as trustee. The accounts which are managed or advised by
Morgan have varying  investment  objectives  and Morgan  invests  assets of such
accounts in  investments  substantially  similar to, or the same as, those which
are expected to constitute the principal investments of the Funds. Such accounts
are  supervised  by officers  and  employees of Morgan who may also be acting in
similar capacities for the Funds. See "Portfolio Transactions."

   
        Sector weightings are generally similar to a benchmark with the emphasis
on security selection as the method to achieve investment performance superior
to the benchmark.  The benchmarks for the Funds are currently: Disciplined
Equity Fund -- S&P 500; U.S. Equity Fund -- S&P 500.
    

         J.P. Morgan Investment  Management Inc., also a wholly owned subsidiary
of J.P. Morgan, is a registered investment adviser under the Investment Advisers
Act of 1940 and manages employee benefit funds of corporations, labor unions and

state and local governments and the accounts of other institutional investors,

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including investment companies.  Certain of the assets of employee benefit
accounts under its management are invested in commingled pension trust funds for
which Morgan serves as trustee.  J.P. Morgan Investment Management Inc. advises
Morgan on investment of the commingled pension trust funds.

         The Funds are  managed by  officers  of Morgan who, in acting for their
clients, including the Funds, do not discuss their investment decisions with any
personnel of J.P.  Morgan or any personnel of other  divisions of Morgan or with
any of its  affiliated  persons,  with the exception of J.P.  Morgan  Investment
Management Inc.

         As compensation for the services  rendered and related expenses such as
salaries  of  advisory  personnel  borne  by  the  Advisor  under  the  Advisory
Agreements,  the Funds have agreed to pay the  Advisor a fee,  which is computed
daily and may be paid monthly,  equal to the annual rates of each Fund's average
daily net assets shown below.

   
Tax Aware Disciplined Equity Fund:          0.35%

Tax Aware U.S. Equity Fund:                 0.45%
    

         The table below sets forth for each Fund listed the advisory  fees paid
to the  Advisor  for the fiscal  periods  indicated.  See  "Expenses"  below for
applicable expense limitations.

   
Tax  Aware   Disciplined   Equity  Fund  --For  the  period   January  30,  1997
(commencement of operations) through April 30, 1997 (unaudited): $3,028. For the
fiscal year ended October 31, 1997: ____%.

Tax Aware U.S. Equity Fund -- For the period December 18, 1996 (commencement of
operations) through April 30, 1997 (unaudited): $16,337.  For the fiscal year
ended October 31, 1997: ____%.
    

         The Investment  Advisory  Agreement  between  Morgan and the Trust,  on
behalf of each Fund,  provides  that it will  continue in effect for a period of
two years after execution only if specifically  approved  thereafter annually in
the same manner as the  Distribution  Agreement.  See  "Distributor"  below. The
Investment  Advisory  Agreement will terminate  automatically if assigned and is
terminable  at any time with  respect to a Fund  without  penalty by a vote of a
majority  of the  Trust's  Trustees or by a vote of the holders of a majority of
the Fund's  outstanding  voting  securities on 60 days' written notice to Morgan
and  by  Morgan  on 90  days'  written  notice  to  the  Fund.  See  "Additional
Information."

         The  Glass-Steagall  Act and other  applicable laws generally  prohibit
banks  such  as  Morgan  from  engaging  in  the  business  of  underwriting  or
distributing  securities.  The Board of Governors of the Federal  Reserve System
has issued an  interpretation to the effect that under these laws a bank holding
company  registered  under the  federal  Bank  Holding  Company  Act or  certain
subsidiaries thereof may not sponsor, organize, or control a registered open-end
investment  company that  continuously  issues  shares,  such as the Trust.  The
interpretation  does not prohibit a holding company or a subsidiary thereof from
acting as

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<PAGE>



investment advisor,  administrator,  shareholder servicing agent or custodian to
such an  investment  company.  The  Advisor  believes  that it may  perform  the
services for the Funds contemplated by the Investment Advisory Agreement without
violation  of the  Glass-Steagall  Act  or  other  applicable  banking  laws  or
regulations.  State  laws on this issue may differ  from the  interpretation  of
relevant  federal law, and banks and financial  institutions  may be required to
register as dealers pursuant to state securities laws.  However,  it is possible
that  future  changes  in  either  federal  or state  statutes  and  regulations
concerning the permissible  activities of banks or trust  companies,  as well as
further judicial or administrative  decisions and interpretations of present and
future  statutes and  regulations,  might prevent the Advisor from continuing to
perform such services for the Funds.

         If the Advisor were prohibited from acting as investment advisor to any
Fund,  it is  expected  that  the  Trustees  of the  Trust  would  recommend  to
shareholders  that  they  approve  the  Fund's  entering  into a new  investment
advisory  agreement with another  qualified  investment  advisor selected by the
Trustees.

         Under separate agreements, Morgan also provides certain financial, fund
accounting, administrative and shareholder services to the Trust.  See "Services
Agent" and "Shareholder Servicing" below.

DISTRIBUTOR

         FDI  serves as the  Trust's  exclusive  distributor  and  holds  itself
available to receive  purchase orders for each Fund's shares.  In that capacity,
FDI has been  granted  the right,  as agent of the Trust,  to solicit and accept
orders for the purchase of each Fund's  shares in  accordance  with the terms of
the  Distribution  Agreement  between the Trust and FDI.  Under the terms of the
Distribution  Agreement  between FDI and the Trust, FDI receives no compensation
in its capacity as the Funds' distributor.

   
         The Distribution Agreement will continue in effect with respect to each
Fund for a period of two years after  execution  only if it is approved at least
annually  thereafter  (i) by a vote of the  holders of a majority  of the Fund's
outstanding  voting  securities  or by its  Trustees  and  (ii)  by a vote  of a
majority  of the  Trustees  of the Trust who are not  "interested  persons"  (as
defined by the 1940 Act) of the parties to the Distribution  Agreement,  cast in
person at a meeting  called  for the  purpose  of voting on such  approval  (see
"Trustees  and   Officers").   The   Distribution   Agreement   will   terminate
automatically if assigned by either party.  The  Distribution  Agreement is also
terminable  with  respect to a Fund at any time  without  penalty by a vote of a
majority of the Trustees of the Trust,  a vote of a majority of the Trustees who
are not  "interested  persons" of the Trust,  or by a vote of (i) 67% or more of
the Fund's  outstanding voting securities present at a meeting if the holders of
more  than 50% of the  Fund's  outstanding  voting  securities  are  present  or
represented  by proxy,  or (ii) more than 50% of the Fund's  outstanding  voting
securities,  whichever is less.  FDI is a wholly owned  indirect  subsidiary  of
Boston  Institutional Group, Inc. The principal offices of FDI are located at 60
State Street, Suite 1300, Boston, Massachusetts 02109.
    


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CO-ADMINISTRATOR

         Under a Co-Administration  Agreement with the Trust, FDI also serves as
the Trust's Co-Administrator.  The Co-Administration Agreement may be renewed or
amended  by the  Trustees  without a  shareholder  vote.  The  Co-Administration
Agreement is terminable  at any time without  penalty by a vote of a majority of
the Trustees of the Trust on not more than 60 days' written notice nor less than
30 days' written notice to the other party. The Co-Administrator may subcontract
for the performance of its obligations, provided, however, that unless the Trust
expressly agrees in writing, the Co-Administrator shall be fully responsible for
the acts and  omissions  of any  subcontractor  as it would  for its own acts or
omissions. See "Services Agent" below.

   
         FDI (i) provides  office space,  equipment  and clerical  personnel for
maintaining the organization  and books and records of the Funds;  (ii) provides
officers  for the  Trust;  (iii)  prepares  and  files  documents  required  for
notification  of  state  securities  administrators;   (iv)  reviews  and  files
marketing  and  sales  literature;  (v)  files  regulatory  documents  and mails
communications  to Trustees and investors;  and (vi) maintains related books and
records.
    

         For its services under the Co-Administration  Agreement,  each 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
each 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 arrangements with FDI.

         The table below sets forth for each Fund listed the administrative fees
paid  to FDI  for  the  fiscal  periods  indicated.  See  "Expenses"  below  for
applicable expense limitations.

   
Tax Aware Disciplined Equity Fund: -- For the period January 30, 1997
(commencement of operations) through April 30, 1997 (unaudited): $17.  For the
fiscal year ended October 31, 1997: ____%.

Tax Aware U.S. Equity Fund: -- For the period December 18, 1996 (commencement of
operations) through April 30, 1997 (unaudited): $73.  For the fiscal year ended
October 31, 1997: ____%.
    

SERVICES AGENT

         The Trust,  on behalf of each Fund, has entered into an  Administrative
Services  Agreement (the  "Services  Agreement")  with Morgan  pursuant to which
Morgan is responsible for certain  administrative  and related services provided
to each Fund.  The Services  Agreement may be  terminated  at any time,  without
penalty,  by the Trustees or Morgan,  in each case on not more than 60 days' nor
less than 30 days' written notice to the other party.

   
         Under the Services Agreements,  Morgan provides certain  administrative
and related services to the Fund and the Portfolio,  including  services related
to  tax  compliance,   preparation  of  financial  statements,   calculation  of
performance data,


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<PAGE>



oversight of service providers and certain regulatory and Board of Trustee
matters.
    

         Under the Services  Agreement,  each Fund has agreed to pay Morgan fees
equal to its allocable share of an annual  complex-wide  charge.  This charge is
calculated  daily based on the  aggregate net assets of the Funds and the Master
Portfolios in accordance with the following annual schedule:  0.09% of 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 each
Fund is  determined by the  proportionate  share that its net assets bear to the
total  net  assets of the Trust  and the  other  investment  companies  provided
administrative services by Morgan.

         The  table  below  sets  forth for each  Fund  listed  the fees paid to
Morgan, net of fee waivers and reimbursements, as Services Agent. See "Expenses"
below for applicable expense limitations.

   
Tax Aware Disciplined Equity Fund: -- For the period January 30, 1997
(commencement of operations) through April 30, 1997 (unaudited): $341.  For the
fiscal year ended October 31, 1997: ____%.

Tax Aware U.S. Equity Fund: -- For the period December 18, 1996 (commencement of
operations) through April 30, 1997 (unaudited): $1,377.  For the fiscal year
ended October 31, 1997: ____%.
    

CUSTODIAN AND TRANSFER AGENT

         State  Street Bank and Trust  Company  ("State  Street"),  225 Franklin
Street,  Boston,  Massachusetts  02110, serves as the Trust's custodian and fund
accounting,  transfer and dividend  disbursing agent.  Pursuant to the Custodian
Contract with the Trust,  State Street is responsible  for maintaining the books
and  records  of  each  Fund's  portfolio  transactions  and  holding  portfolio
securities and cash. The Custodian maintains portfolio  transaction  records. As
transfer agent and dividend  disbursing  agent,  State Street is responsible for
maintaining  account  records  detailing  the  ownership  of Fund shares and for
crediting  income,  capital  gains  and  other  changes  in share  ownership  to
shareholder accounts.

SHAREHOLDER SERVICING

         The Trust on behalf of each of the Funds has entered into a Shareholder
Servicing  Agreement  with Morgan  pursuant to which Morgan acts as  shareholder
servicing  agent  for  Fund  shareholders.   Under  this  agreement,  Morgan  is
responsible for performing,  directly or through an agent,  shareholder  account
administrative  and  servicing  functions,  which include but are not limited to
answering  inquiries  regarding account status and history,  the manner in which
purchases  and  redemptions  of Fund shares may be effected,  and certain  other
matters  pertaining to a Fund;  assisting  customers in designating and changing
dividend  options,  account  designations  and  addresses;  providing  necessary
personnel and  facilities to coordinate  the  establishment  and  maintenance of
shareholder  accounts and records with the Funds' transfer  agent;  transmitting
purchase and  redemption  orders to the Funds'  transfer agent and arranging for
the

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<PAGE>



wiring or other  transfer of funds to and from  customer  accounts in connection
with orders to purchase or redeem Fund shares; verifying purchase and redemption
orders,  transfers  among and changes in  accounts;  informing  FDI of the gross
amount of purchase orders for Fund shares; and providing other related services.

   
         Under the Shareholder Servicing Agreement, each Fund has agreed to pay
Morgan for these services a fee at the following annual rates (expressed as a
percentage of the average daily net asset values of Fund shares owned by or for
shareholders for whom Morgan is acting as shareholder servicing agent): JPM
Pierpont Shares: Tax Aware Disciplined Equity Fund:  0.25%; JPM Pierpont Shares:
Tax Aware U.S. Equity Fund:  0.25%.  Morgan acts as shareholder servicing agent
for all shareholders.
    

         The  table  below  sets  forth  for each Fund  listed  the  shareholder
servicing   fees  paid  by  each  Fund  to  Morgan,   net  of  fee  waivers  and
reimbursements,  for the fiscal  periods  indicated.  See  "Expenses"  below for
applicable expense limitations.

   
JPM  Pierpont  Shares:  Tax Aware  Disciplined  Equity  Fund:  -- For the period
January  30,  1997   (commencement   of  operations)   through  April  30,  1997
(unaudited): $2,163. For the fiscal year ended October 31, 1997: ____%.

JPM Pierpont Shares: Tax Aware U.S. Equity Fund: -- For the period December 18,
1996 (commencement of operations) through April 30, 1997 (unaudited): $9,076.
For the fiscal year ended October 31, 1997: ____%.
    

         As discussed under  "Investment  Advisor," the  Glass-Steagall  Act and
other  applicable  laws and  regulations  limit the  activities  of bank holding
companies  and  certain of their  subsidiaries  in  connection  with  registered
open-end investment companies. The activities of Morgan in acting as shareholder
servicing agent for Fund shareholders under the Shareholder  Servicing Agreement
and for  providing  administrative  services  to the Funds  under  the  Services
Agreement,  may raise issues under these laws. However,  Morgan believes that it
may properly  perform these services and the other  activities  described in the
Prospectus  without violating the Glass-Steagall Act or other applicable banking
laws or regulations.

         If Morgan were  prohibited from providing any of the services under the
Shareholder  Servicing Agreement and the Services Agreement,  the Trustees would
seek an  alternative  provider of such services.  In such event,  changes in the
operation of the Funds might occur and a shareholder  might no longer be able to
avail himself or herself of any services then being provided to  shareholders by
Morgan.

   
         The Funds may be sold to or through  financial  intermediaries  who are
customers   of   Morgan   ("financial   professionals"),   including   financial
institutions  and  broker-dealers,  that  may be  paid  fees  by  Morgan  or its
affiliates for services  provided to their clients that invest in the Funds. See
"Financial  Professionals"  below.  Organizations that provide  recordkeeping or
other services to certain employee benefit or retirement plans that includes the
Funds as an investment alternative may also be paid a fee.
    

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FINANCIAL PROFESSIONALS

   
         The   services   provided  by  financial   professionals   may  include
establishing  and  maintaining  shareholder  accounts,  processing  purchase and
redemption  transactions,  arranging  for  bank  wires,  performing  shareholder
subaccounting, answering client inquiries regarding the Trust, assisting clients
in changing  dividend  options,  account  designations and addresses,  providing
periodic  statements  showing the client's account balance and integrating these
statements with those of other  transactions  and balances in the client's other
accounts serviced by the financial professional,  transmitting proxy statements,
periodic reports,  updated prospectuses and other communications to shareholders
and,  with  respect to  meetings of  shareholders,  collecting,  tabulating  and
forwarding  executed proxies and obtaining such other information and performing
such  other  services  as Morgan or the  financial  professional's  clients  may
reasonably request and agree upon with the financial professional.

         Although  there  is no  sales  charge  levied  directly  by the  Funds,
financial  professionals  may  establish  their  own terms  and  conditions  for
providing their services and may charge investors a  transaction-based  or other
fee for their services.  Such charges may vary among financial professionals but
in all cases will be retained by the financial  professional and not remitted to
the Fund or Morgan.
    

INDEPENDENT ACCOUNTANTS

         The independent accountants of the Trust are Price Waterhouse LLP, 1177
Avenue of the Americas,  New York, New York 10036. Price Waterhouse LLP conducts
an annual audit of the financial statements of each of the Funds, assists in the
preparation  and/or  review of each of the Fund's  federal and state  income tax
returns and consults with the Funds as to matters of accounting  and federal and
state income taxation.

EXPENSES

         In addition to the fees payable to Pierpont Group, Inc., Morgan and FDI
under various  agreements  discussed under "Trustees and Officers,"  "Investment
Advisor," "Co-Administrator" "Services Agent" and "Shareholder Servicing" above,
the Funds are responsible for usual and customary  expenses  associated with the
Trust's operations.  Such expenses include  organization  expenses,  legal fees,
accounting and audit expenses, insurance costs, the compensation and expenses of
the Trustees,  registration  fees under federal  securities laws,  extraordinary
expenses,  transfer,  registrar and dividend  disbursing  costs, the expenses of
printing and mailing reports, notices and proxy statements to Fund shareholders,
fees under state securities laws, custodian fees and brokerage expenses.

PURCHASE OF SHARES

   
         Method of  Purchase.  Investors  may open  accounts  with the Fund only
through  the  Distributor.  All  purchase  transactions  in  Fund  accounts  are
processed by Morgan as shareholder servicing agent and the Fund is authorized to
accept any  instructions  relating to a Fund account from Morgan as  shareholder
servicing  agent for the customer.  All purchase  orders must be accepted by the
Distributor.
    

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Prospective  investors  who are not  already  customers  of Morgan  may apply to
become customers of Morgan for the sole purpose of Fund transactions.  There are
no charges  associated with becoming a Morgan customer for this purpose.  Morgan
reserves the right to determine the customers that it will accept, and the Funds
reserves the right to determine the purchase orders that it will accept.

         References  in  the   Prospectus   and  this  Statement  of  Additional
Information to customers of Morgan or a financial professional include customers
of their affiliates and references to transactions by customers with Morgan or a
financial  professional  include  transactions with their affiliates.  Only Fund
investors  who are using  the  services  of a  financial  institution  acting as
shareholder servicing agent pursuant to an agreement with the Trust on behalf of
the Fund may make transactions in shares of the Fund.
    

         Each Fund may,  at its own  option,  accept  securities  in payment for
shares.  The  securities so delivered are valued by the method  described  under
"Net Asset  Value" as of the day the Fund  receives  the  securities.  This is a
taxable  transaction to the  shareholder.  Securities may be accepted in payment
for shares only if they are, in the judgment of Morgan,  appropriate investments
for the Fund. In addition,  securities  accepted in payment for shares must: (i)
meet the  investment  objective  and  policies of the  acquiring  Fund;  (ii) be
acquired by the  applicable  Fund for  investment  and not for resale;  (iii) be
liquid  securities  which are not restricted as to transfer;  and (iv) if stock,
have a value which is readily ascertainable as evidenced by a listing on a stock
exchange,  OTC market or by readily available market quotations from a dealer in
such  securities.  Each Fund  reserves  the right to accept or reject at its own
option any and all securities offered in payment for its shares.

   
         Prospective  investors  may purchase  shares with the  assistance  of a
Financial  Professional and the Financial Professional may charge the investor a
fee for this service and other services it provides to its customers. Morgan may
pay fees to  financial  professionals  for  services  in  connection  with  fund
investments.
    

REDEMPTION OF SHARES

   
         The Trust,  on behalf of each Fund,  reserves  the right to suspend the
right of  redemption  and to postpone  the date of payment  upon  redemption  as
follows:  (i) for up to seven days,  (ii) during periods when the New York Stock
Exchange is closed for other than weekends and holidays or when trading  thereon
is  restricted  as  determined  by the SEC by rule or  regulation,  (iii) during
periods in which an  emergency,  as  determined  by the SEC,  exists that causes
disposal by the Fund of, or  evaluation of the net asset value of, its portfolio
securities to be unreasonable or  impracticable,  or (iv) for such other periods
as the SEC may permit.

         Redemption  In-Kind.   Each  Fund  intends  whenever  feasible  to  pay
redemption  proceeds by an in-kind  distribution of portfolio  securities to the
extent that the amount of the redemption  exceeds,  for the  Disciplined  Equity
Fund,  $500,000  and for the U.S.  Equity  Fund,  $250,000.  Although  the Funds
generally  intend  to pay  redemptions  equal to or less than  these  respective
amounts in cash,  they reserve the right to pay such  redemptions  in-kind.  The
Funds are not permitted


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to make in-kind  distributions  of redemption  proceeds to shareholders who hold
more than 5% of the outstanding  shares of a Fund in the absence of an exemptive
order from the SEC. Each Fund has applied to the SEC for such an order but there
can be no  assurance  that the order will be granted.  In  general,  a Fund will
attempt to select  securities  for  in-kind  redemptions  that  approximate  the
overall  characteristics  of the Fund's  portfolio.  A Fund will not  distribute
illiquid  securities to satisfy in-kind  redemptions.  For purposes of effecting
in-kind  redemptions,  securities will be valued in the manner regularly used to
value a Fund's portfolio  securities.  A Fund will not redeem its shares in-kind
in a manner that after giving effect to the redemption would cause it to violate
its investment  restrictions or policies.  A shareholder who receives an in-kind
distribution  of redemption  proceeds may incur  brokerage or other  transaction
costs in liquidating the distributed  securities.  There is also a risk that the
securities  distributed  in-kind may decline in value before they can be sold by
the redeeming shareholder.  Although an in-kind redemption will not cause a Fund
to realize capital gains or losses,  redeeming  shareholders may realize taxable
capital  gains or losses  based on the  difference  between  the cost  basis and
redemption  price of their  shares.  No  redemption  fee will be  imposed on the
amount  of  any  shares  redeemed  in-kind.  The  method  of  valuing  portfolio
securities is described under "Net Asset Value," and such valuation will be made
as of the same time the redemption price is determined.

         Other Redemption Processing Information. Redemption requests may not be
processed  if the  redemption  request  is  not  submitted  in  proper  form.  A
redemption  request  is not in proper  form  unless  the Fund has  received  the
shareholder's certified taxpayer identification number and address. In addition,
if shares were paid for by check and the check has not yet  cleared,  redemption
proceeds will not be transmitted until the check has cleared,  which may take up
to 15 days.  The Fund  reserves the right to suspend the right of  redemption or
postpone the payment of redemption  proceeds to the extent permitted by the SEC.
Shareholders may realize taxable gains upon redeeming shares.

DIVIDENDS AND DISTRIBUTIONS

         Each Fund's net investment  income and realized net capital  gains,  if
any, will be distributed at least annually.  Dividends and distributions will be
payable to shareholders of record on the record date. If investors  purchase JPM
Pierpont  Shares shortly  before the record date of a dividend or  distribution,
they may be subject to adverse tax consequences as described in Taxes.

         A  Fund's  dividends  and  distributions  are  paid in  additional  JPM
Pierpont shares unless the shareholder elects to have them paid in cash. The tax
effects of  dividends  and  distributions  are the same whether they are paid in
shares or cash. Cash dividends and distributions  either (1) are credited to the
shareholder's  account at Morgan or at his financial  professional or (2) in the
case of certain Morgan  clients,  are paid by a check mailed in accordance  with
the client's instructions.
    

NET ASSET VALUE

         Each of the Funds  computes  its net asset  value  separately  for each
class of shares  outstanding  once  daily at 4:15  P.M.  New York time on Monday
through

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Friday.  The net asset value will not be computed on the day the following legal
holidays are observed:  New Year's Day, Martin Luther King, Jr. Day, Presidents'
Day, Good Friday,  Memorial Day,  Independence Day, Labor Day, Thanksgiving Day,
and Christmas  Day. The Funds may also close for purchases  and  redemptions  at
such other  times as may be  determined  by the Board of  Trustees to the extent
permitted by applicable law. The days on which net asset value is determined are
the Funds' business days.
    

         Equity Funds. The value of investments listed on a domestic  securities
exchange,  other than options on stock indices, is based on the last sale prices
at the close of regular  trading on the New York Stock  Exchange  (normally 4:00
P.M.,  New York time) or, in the  absence of recorded  sales,  at the average of
readily  available  closing  bid and  asked  prices on such  exchange.  Unlisted
securities  are valued at the average of the quoted bid and asked  prices in the
OTC  market.  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.  For purposes of calculating net asset
value all assets and liabilities  initially expressed in foreign currencies will
be converted into U.S.  dollars at the prevailing  market rates available at the
time of valuation.

         Options on stock indexes  traded on national  securities  exchanges are
valued at the close of options trading on such exchanges which is currently 4:10
P.M., New York time. Stock index futures and related  options,  which are traded
on commodities  exchanges,  are valued at their last sales price as of the close
of such  commodities  exchanges  which is  currently  4:15 P.M.,  New York time.
Securities or other assets for which market quotations are not readily available
are valued at fair value in accordance with procedures  established by and under
the general  supervision  and  responsibility  of the Trustees.  Such procedures
include the use of  independent  pricing  services  which use prices  based upon
yields or prices of securities of comparable quality, coupon, maturity and type;
indications as to values from dealers; and general market conditions. Short-term
investments  which  mature in 60 days or less are  valued at  amortized  cost if
their original maturity was 60 days or less, or by amortizing their value on the
61st day prior to maturity, if their original maturity when acquired by the Fund
was more than 60 days,  unless this is determined not to represent fair value by
the Trustees.

PERFORMANCE DATA

   
         From time to time,  the Funds  may  quote  performance  in terms of tax
equivalent yield actual distributions,  total return or capital appreciation for
the  various  Fund  classes in  reports,  sales  literature  and  advertisements
published  by the Trust.  Current  performance  information  may be  obtained by
calling Morgan at (800) 766-7722.
    

   
         The  classes  of  shares of each  Fund may bear  different  shareholder
servicing fees and other expenses, which may cause the performance of a class to
differ from the  performance of another class.  Performance  quotations  will be
computed  separately for each class of a Fund's  shares.  Any fees charged by an
institution  directly to its customers'  accounts in connection with investments
in the Funds will not be included in calculations of total return.
    

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         Total Return Quotations. The average annual total return of each Fund's
class(es) for a period is computed by assuming a hypothetical initial payment of
$1,000.  It is then assumed that all of the dividends and  distributions  by the
Fund over the period are  reinvested.  It is then assumed that at the end of the
period,  the entire amount is redeemed.  The average annual total return is then
calculated by  determining  the annual rate required for the initial  payment to
grow to the amount which would have been received upon redemption.
    

         Aggregate total returns,  reflecting the cumulative  percentage  change
over a measuring period, may also be calculated.

   
         Below is set forth historical return  information for the Funds for the
periods indicated:

JPM Pierpont  Shares:  Tax Aware  Disciplined  Equity Fund  (10/31/97):  Average
annual total return,  1 year: ____;  average annual total return, 5 years:  N/A;
average annual total return,  commencement  of operations to period end:  2.50%;
aggregate total return,  1 year:  N/A;  aggregate  total return,  5 years:  N/A;
aggregate total return, commencement of operations to period end: 2.50%.

JPM Pierpont Shares: Tax Aware U.S. Equity Fund (10/31/97): Average annual total
return, 1 year: ____; average annual total return, 5 years: N/A; average annual
total return, commencement of operations to period end: 9.02%; aggregate total
return, 1 year: N/A; aggregate total return, 5 years: N/A; aggregate total
return, commencement of operations to period end: 9.02%.
    

         General.  Performance will vary from time to time depending upon market
conditions,   the  composition  of  the  portfolio,   and  operating   expenses.
Consequently,   any  given  performance   quotation  should  not  be  considered
representative  of a Fund's  performance for any specified period in the future.
In addition,  because performance will fluctuate, it may not provide a basis for
comparing  an  investment  in  a  Fund  with  certain  bank  deposits  or  other
investments that pay a fixed yield or return for a stated period of time.

         Comparative  performance  information  may be used from time to time in
advertising shares of the Funds, including data from Lipper Analytical Services,
Inc., Micropal, Inc., Ibbotson Associates, Morningstar Inc., the S&P 500, Lehman
Brothers 1- to 16-Year  Municipal Bond Index, the Dow Jones Industrial  Average,
the Frank Russell Indexes and other industry publications.

PORTFOLIO TRANSACTIONS

     Morgan places orders for all Funds for all purchases and sales of portfolio
securities,  enters  into  repurchase  agreements  and may  enter  into  reverse
repurchase agreements and execute loans of portfolio securities on behalf of all
the Funds. See "Investment Objectives and Policies."

         Fixed  income and debt  securities  and  municipal  bonds and notes are
generally  traded at a net price with dealers  acting as principal for their own
accounts without a stated commission. The price of the security usually includes

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profit to the dealers. In underwritten offerings,  securities are purchased at a
fixed  price  which  includes  an amount  of  compensation  to the  underwriter,
generally referred to as the underwriter's  concession or discount. On occasion,
certain  securities may be purchased  directly from an issuer,  in which case no
commissions or discounts are paid.

   
         In connection  with portfolio  transactions  for the Equity Funds,  the
overriding  objective  is to obtain  the best  execution  of  purchase  and sale
orders.
    

         In selecting a broker,  Morgan considers a number of factors including:
the  price  per unit of the  security;  the  broker's  reliability  for  prompt,
accurate  confirmations  and  on-time  delivery  of  securities;   the  broker's
financial  condition;  and  the  commissions  charged.  A  broker  may be paid a
brokerage  commission in excess of that which another  broker might have charged
for effecting the same transaction if, after considering the foregoing  factors,
Morgan  decides that the broker chosen will provide the best  execution.  Morgan
monitors the  reasonableness  of the brokerage  commissions paid in light of the
execution received.  The Trust's Trustees review regularly the reasonableness of
commissions and other  transaction costs incurred by the Funds in light of facts
and  circumstances  deemed  relevant from time to time and, in that  connection,
will receive reports from Morgan and published data concerning transaction costs
incurred by institutional investors generally.

         Research  services  provided by brokers to which  Morgan has  allocated
brokerage  business in the past  include  economic  statistics  and  forecasting
services,   industry  and  company  analyses,   portfolio   strategy   services,
quantitative  data,  and  consulting  services  from  economists  and  political
analysts. Research services furnished by brokers are used for the benefit of all
of  Morgan's  clients  and not  solely  or  necessarily  for the  benefit  of an
individual Fund. Morgan believes that the value of research services received is
not determinable and does not  significantly  reduce its expenses.  The Funds do
not reduce their fee to Morgan by any amount that might be  attributable  to the
value of such services.

         The Equity Funds paid the following  approximate  brokerage commissions
for the indicated fiscal periods:

   
Tax Aware Disciplined Equity Fund (for the period January 30, 1997 (commencement
of operations)  through April 30, 1997)  (unaudited):  $878. For the fiscal year
ended October 31, 1997: $____.

Tax Aware U.S.  Equity Fund (for the period December 18, 1996  (commencement  of
operations) through April 30, 1997) (unaudited): $792. For the fiscal year ended
October 31, 1997: $____.

         Subject to the overriding  objective of obtaining the best execution of
orders,  Morgan may  allocate a portion of a Fund's  brokerage  transactions  to
affiliates of Morgan.  In order for affiliates of Morgan to effect any portfolio
transactions for a Fund, the commissions, fees or other remuneration received by
such affiliates must be reasonable and fair compared to the  commissions,  fees,
or other remuneration paid to other brokers in connection with comparable
    

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transactions   involving  similar  securities  being  purchased  or  sold  on  a
securities exchange during a comparable period of time. Furthermore, the Trust's
Trustees, including a majority of the Trustees who are not "interested persons,"
have  adopted  procedures  which are  reasonably  designed  to provide  that any
commissions,  fees, or other remuneration paid to such affiliates are consistent
with the foregoing standard.

         Portfolio  securities  will not be purchased from or through or sold to
or through Morgan or FDI or any "affiliated person" (as defined in the 1940 Act)
thereof  when such  entities  are  acting as  principals,  except to the  extent
permitted by law. In addition,  the Funds will not purchase  securities from any
underwriting group of which Morgan or an affiliate of Morgan is a member, except
to the extent permitted by law.

         Investment  decisions made by Morgan are the product of many factors in
addition  to  basic  suitability  for the  particular  Fund or other  client  in
question.  Thus, a particular security may be bought or sold for certain clients
even  though it could  have been  bought or sold for other  clients  at the same
time. Likewise, a particular security may be bought for one or more clients when
one or more other clients are selling the same security. The Funds may only sell
a  security  to each  other  or to  other  accounts  managed  by  Morgan  or its
affiliates in accordance with procedures adopted by the Trustees.

         It also  sometimes  happens  that  two or more  clients  simultaneously
purchase or sell the same  security.  On those  occasions  when Morgan deems the
purchase or sale of a security to be in the best interests of a Fund, as well as
other  clients  including  other  Funds,  Morgan  to  the  extent  permitted  by
applicable  laws and  regulations,  may, but is not obligated to,  aggregate the
securities to be sold or purchased for a Fund with those to be sold or purchased
for other clients in order to obtain best  execution,  including lower brokerage
commissions  if  appropriate.  In such event,  allocation  of the  securities so
purchased or sold as well as any expenses  incurred in the  transaction  will be
made by Morgan in the manner it considers to be most  equitable  and  consistent
with Morgan's fiduciary obligations to a Fund. In some instances, this procedure
might adversely affect a Fund.

MASSACHUSETTS TRUST

         The Trust is a  "Massachusetts  business trust" of which each Fund is a
separate and distinct  series.  A copy of the Declaration of Trust for the Trust
is on file in the office of the Secretary of The Commonwealth of  Massachusetts.
Under  Massachusetts  law,  shareholders  of such a  trust  may,  under  certain
circumstances,  be held personally liable as partners for the obligations of the
trust.  However, the Trust's Declaration of Trust provides that the shareholders
will not be subject to any personal liability for the acts or obligations of any
Fund and that every written  agreement,  obligation,  instrument or  undertaking
made on behalf  of any Fund will  contain a  provision  to the  effect  that the
shareholders are not personally liable thereunder.

         Effective  May 12, 1997,  the name of the U.S.  Equity Fund was changed
from "Tax Aware Equity Fund" to "Tax Aware U.S. Equity Fund".


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         The Trust's  Declaration  of Trust  further  provides  that no Trustee,
officer,  employee,  or  agent  of  the  Trust  is  liable  to a  Fund  or  to a
shareholder,  and that no Trustee, officer,  employee, or agent is liable to any
third persons in connection with the affairs of a Fund, except as such liability
may arise from his or its own bad faith, willful  misfeasance,  gross negligence
or reckless  disregard  of his or its duties to such third  persons  ("disabling
conduct").  It also  provides  that all third  persons  must look solely to Fund
property for  satisfaction of claims arising in connection with the affairs of a
Fund.  The  Trust's  Declaration  of Trust  provides  that a  Trustee,  officer,
employee,  or agent is  entitled to be  indemnified  against  all  liability  in
connection with the affairs of a Fund, except liabilities arising from disabling
conduct.

DESCRIPTION OF SHARES

     Each Fund represents a separate series of shares of beneficial  interest of
the  Trust.  Fund  shares  are  further  divided  into  separate  classes.   See
"Massachusetts Trust."


         The  Declaration  of Trust  permits the  Trustees to issue an unlimited
number of full and  fractional  shares  ($0.001 par value) of one or more series
and classes  within any series and to divide or combine the shares of any series
without changing the proportionate  beneficial interest of each shareholder in a
Fund.  To date,  JPM  Pierpont  Shares of each  Equity  Fund  described  in this
Statement of  Additional  Information  have been  authorized  and are  currently
available for sale to the public.

         Each share  represents  an equal  proportional  interest in a Fund with
each other  share of the same class.  Upon  liquidation  of a Fund,  holders are
entitled  to  share  pro  rata  in  the  net  assets  of a  Fund  available  for
distribution  to such  shareholders.  Shares  of a Fund  have no  preemptive  or
conversion rights.

         The  shareholders  of the Trust are entitled to one full or  fractional
vote for each dollar or fraction of a dollar invested in shares.  Subject to the
1940 Act,  the  Trustees  have the power to alter  the  number  and the terms of
office of the Trustees,  to lengthen their own terms,  or to make their terms of
unlimited duration,  subject to certain removal procedures, and to appoint their
own  successors.  However,  immediately  after such  appointment,  the requisite
majority  of the  Trustees  must have been  elected by the  shareholders  of the
Trust. The voting rights of shareholders are not cumulative.  The Trust does not
intend to hold annual meetings of  shareholders.  The Trustees may call meetings
of  shareholders  for action by shareholder  vote if required by either the 1940
Act or the Trust's Declaration of Trust.

         Shareholders  of the Trust  have the  right,  upon the  declaration  in
writing or vote of  shareholders  whose shares  represent  two-thirds of the net
asset value of the Trust, to remove a Trustee.  The Trustees will call a meeting
of  shareholders to vote on removal of a Trustee upon the written request of the
shareholders whose shares represent 10% of the net asset value of the Trust. The
Trustees are also required, under certain circumstances,  to assist shareholders
in communicating with other shareholders.


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         As of  October  1,  1997,  the  following  owned of  record  or, to the
knowledge  of  management,  beneficially  owned more than 5% of the  outstanding
shares of:

JPM  Pierpont  Shares:  Tax Aware  Disciplined  Equity  Fund -- A.  Lledo  Perez
(9.25%);  Morgan as agent for P. Conde  (5.74%);  Morgan as agent for T.  Andrew
McWethy Nordal and M. McWethy (8.20%); Morgan as agent for J.E. Young (13.18%).

         The address of each owner listed above is c/o Morgan, 522 Fifth Avenue,
New  York,  New York  10036.  As of the  date of this  Statement  of  Additional
Information  the  officers  and  Trustees  as a group  owned less than 1% of the
beneficial shares of each Fund.
    

TAXES

     The following  discussion of tax  consequences is based on U.S. federal tax
laws in effect on the date of this  Prospectus.  These laws and  regulations are
subject to change by legislative or administrative action.

   
     Each Fund intends to qualify and remain qualified as a regulated investment
company under  Subchapter M of the Code. As a regulated  investment  company,  a
Fund must, among other things,  (a) derive at least 90% of its gross income from
dividends,  interest,  payments  with respect to loans of stock and  securities,
gains  from  the sale or other  disposition  of  stock,  securities  or  foreign
currency  and other  income  (including  but not limited to gains from  options,
futures,  and  forward  contracts)  derived  with  respect  to its  business  of
investing in such stock,  securities or foreign  currency;  (b) derive less than
30% of its gross income from the sale or other disposition of stock, securities,
options,  futures or forward  contracts (other than options,  futures or forward
contracts  on  foreign  currencies)  held less than  three  months,  or  foreign
currencies (or options, futures or forward contracts on foreign currencies) held
less than three  months,  but only if such  currencies  (or options,  futures or
forward  contracts on foreign  currencies) are not directly  related to a Fund's
principal  business of investing in stocks or securities (or options and futures
with respect to stocks or securities); and (c)diversify its holdings so that, at
the end of each  fiscal  quarter,  (i) at least 50% of the  value of the  Fund's
total assets is represented by cash, U.S. Government securities,  investments in
other regulated investment companies and other securities limited, in respect of
any one issuer, to an amount not greater than 5% of the Fund's total assets, and
10% of the outstanding  voting securities of such issuer, and (ii) not more than
25% of the value of its total  assets is invested in the  securities  of any one
issuer  (other  than  U.S.  Government  securities  or the  securities  of other
regulated investment companies). Effective July 1, 1998, the 30% of gross income
test described in paragraph (b) above will no longer apply to the Funds.

As a regulated  investment company, a Fund (as opposed to its shareholders) will
not be subject to federal income taxes on the net investment  income and capital
gains that it distributes to its shareholders, provided that at least 90% of its
net investment income and realized net short-term capital gains in excess of net
long-term  capital losses for the taxable year is distributed in accordance with
the Code's requirements.
    


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     Under the Code,  a Fund will be  subject to a 4% excise tax on a portion of
its  undistributed  taxable income and capital gains if it fails to meet certain
distribution  requirements by the end of the calendar year. Each Fund intends to
make  distributions  in a timely  manner and  accordingly  does not expect to be
subject to the excise tax.
    

     For federal  income tax purposes,  dividends that are declared by a Fund in
October,  November or  December  as of a record date in such month and  actually
paid in  January of the  following  year will be treated as if they were paid on
December 31 of the year  declared.  Therefore,  such dividends will generally be
taxable to a shareholder in the year declared rather than the year paid.

   
Distributions  of net investment  income,  certain foreign  currency gains,  and
realized net  short-term  capital gain in excess of net  long-term  capital loss
(other than exempt interest  dividends) are generally taxable to shareholders of
the Funds as ordinary  income  whether such  distributions  are taken in cash or
reinvested  in  additional  shares.  The Funds  expect  that a portion  of these
distributions   to   corporate   shareholders   will   be   eligible   for   the
dividends-received  deduction subject to applicable  limitations under the Code.
If dividend payments exceed income earned by a Fund, the over distribution would
be  considered  a return of capital  rather than a dividend  payment.  The Funds
intend to pay dividends in such a manner so as to minimize the  possibility of a
return of capital.  Distributions  of net  long-term  capital  gain  (i.e.,  net
long-term capital gain in excess of net short-term  capital loss) are taxable to
shareholders  of a Fund as long-term  capital  gain,  regardless of whether such
distributions  are  taken  in  cash  or  reinvested  in  additional  shares  and
regardless of how long a shareholder has held shares in the Fund. As a result of
the enactment of the Taxpayer Relief Act of 1997 (the "Act"),  long-term capital
gain of an individual  is generally  subject to a maximum rate of 28% in respect
of a capital asset held directly by such  individual  for more than one year but
not more than eighteen months, and the maximum rate is reduced to 20% in respect
of a capital asset held in excess of 18 months.  The Act authorizes the Treasury
department to promulgate regulations that would apply these rules in the case of
long-term capital gain distributions  made by a Fund. In addition,  no loss will
be allowed on the redemption or exchange of shares of a Fund if, within a period
beginning 30 days before the date of such  redemption  or exchange and ending 30
days  after such  date,  the  shareholder  acquires  (such as  through  dividend
reinvestment) securities that are substantially identical to shares of the Fund.

     Gains or  losses  on sales  of  portfolio  securities  will be  treated  as
long-term capital gains or losses if the securities have been held for more than
one year except in certain cases where,  if  applicable,  a put is acquired or a
call  option is  written  thereon  or the  straddle  rules  described  below are
otherwise  applicable.  Other gains or losses on the sale of securities  will be
short-term capital gains or losses. Gains and losses on the sale, lapse or other
termination  of options on  securities  will be treated as gains and losses from
the sale of  securities.  Except as described  below,  if an option written by a
Fund lapses or is terminated through a closing transaction, such as a repurchase
by the Fund of the option from its holder,  the Fund will  realize a  short-term
capital gain or loss, depending on whether the premium income is greater or less
than the amount paid by the Fund in the closing  transaction.  If securities are
purchased by a Fund pursuant to the exercise of a put option written by it, the


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<PAGE>



Fund will subtract the premium  received  from its cost basis in the  securities
purchased.

     Any  distribution  of net investment  income or capital gains will have the
effect of reducing the net asset value of Fund shares held by a  shareholder  by
the same  amount as the  distribution.  If the net asset  value of the shares is
reduced  below a  shareholder's  cost as a result  of such a  distribution,  the
distribution, although constituting a return of capital to the shareholder, will
be taxable as described above.

     Any gain or loss realized on the redemption or exchange of Fund shares by a
shareholder  who is not a dealer in  securities  will be  treated  as  long-term
capital  gain or loss if the shares  have been held for more than one year,  and
otherwise as short-term  capital gain or loss.  However,  any loss realized by a
shareholder  upon the  redemption or exchange of shares in the Fund held for six
months or less will be treated as a long-term  capital loss to the extent of any
long-term capital gain distributions received by the shareholder with respect to
such shares. In addition,  no loss will be allowed on the redemption or exchange
of shares of the Fund,  if within a period  beginning 30 days before the date of
such  redemption or exchange and ending 30 days after such date, the shareholder
acquires  (such  as  through   dividend   reinvestment)   securities   that  are
substantially identical to shares of the Fund.

     Under the Code,  gains or losses  attributable  to  disposition  of foreign
currency  or to  certain  foreign  currency  contracts,  or to  fluctuations  in
exchange rates between the time a Fund accrues income or receivables or expenses
or other  liabilities  denominated  in a  foreign  currency  and the time a Fund
actually collects such income or pays such liabilities, are generally treated as
ordinary income or ordinary loss. Similarly,  gains or losses on the disposition
of debt securities held by a Fund, if any,  denominated in foreign currency,  to
the  extent   attributable   to  fluctuations  in  exchange  rates  between  the
acquisition and disposition dates are also treated as ordinary income or loss.

     Forward currency contracts, options and futures contracts entered into by a
Fund may create  "straddles"  for U.S.  federal income tax purposes and this may
affect  the  character  and  timing of gains or losses  realized  by the Fund on
forward currency  contracts,  options and futures contracts or on the underlying
securities.  Certain  straddles treated as short sales for tax purposes may also
result in the loss of the holding  period of underlying  securities for purposes
of the 30% of gross income test described above, and therefore, a Fund's ability
to enter into forward currency  contracts,  options and futures contracts may be
limited,  under  current  law.  Effective  as of July 1, 1998,  the 30% of gross
income test will no longer apply to the Funds.

     Certain options,  futures and foreign currency  contracts held by a Fund at
the end of each  taxable  fiscal  year will be required to be "marked to market"
for federal  income tax purposes -- i.e.,  treated as having been sold at market
value. For options and futures contracts,  60% of any gain or loss recognized on
these  deemed  sales and on actual  dispositions  will be treated  as  long-term
capital gain or loss,  and the remainder  will be treated as short-term  capital
gain or loss  regardless  of how long the Fund has held such options or futures.
However, gain
    

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                                                        40

<PAGE>



   
or loss  recognized on certain  foreign  currency  contracts  will be treated as
ordinary income.

     The Equity Funds may invest in Equity  Securities of foreign issuers.  If a
Fund  purchases  shares in certain  foreign  investment  funds  (referred  to as
passive foreign investment  companies ("PFICs") under the Code), the Fund may be
subject to federal income tax on a portion of an "excess distribution" from such
foreign investment fund, including any gain from the disposition of such shares,
even though such income may have to be distributed as a taxable  dividend by the
Fund to its shareholders.  In addition,  certain interest charges may be imposed
on a Fund  as a  result  of such  distributions.  Alternatively,  a Fund  may in
certain  circumstances  include  each  year  in its  income  and  distribute  to
shareholders a pro rata portion of the PFIC's income, whether or not distributed
to the Fund.

     For taxable  years of the Funds  beginning  after  1997,  the Funds will be
permitted to "mark to market" any marketable  stock held by a Fund in a PFIC. If
a Fund made such an  election,  it would  include in income  each year an amount
equal to its share of the excess,  if any, of the fair market  value of the PFIC
stock as of the close of the taxable year over the adjusted basis of such stock.
The Fund would be allowed a deduction  for its share of the  excess,  if any, of
the adjusted  basis of the PFIC stock over its fair market value as of the close
of the taxable year, but only to the extent of any net mark-to-market gains with
respect to the stock included by the Fund for prior taxable years.

     Foreign Shareholders.  Dividends of net investment income and distributions
of realized net short-term gain in excess of net long-term loss to a shareholder
who, as to the United States, is a nonresident alien individual,  fiduciary of a
foreign trust or estate,  foreign corporation or foreign partnership (a "foreign
shareholder")  will be  subject to U.S.  withholding  tax at the rate of 30% (or
lower treaty rate) unless the dividends are  effectively  connected  with a U.S.
trade or  business  of the  shareholder,  in which  case the  dividends  will be
subject to tax on a net income basis at the graduated  rates  applicable to U.S.
individuals or domestic corporations. Distributions treated as long term capital
gains to  foreign  shareholders  will not be  subject  to U.S.  tax  unless  the
distributions are effectively connected with the shareholder's trade or business
in the United States or, in the case of a shareholder who is a nonresident alien
individual,  the  shareholder was present in the United States for more than 182
days during the taxable year and certain other conditions are met.

     If a correct and certified taxpayer  identification  number is not on file,
the Fund is required,  subject to certain exemptions, to withhold 31% of certain
payments made or distributions declared to non-corporate shareholders.

     In the case of a foreign  shareholder who is a nonresident alien individual
or foreign entity, a Fund may be required to withhold U.S. federal income tax as
"backup withholding" at the rate of 31% from distributions  treated as long-term
capital gains from the proceeds of redemptions,  exchanges or other dispositions
of Fund shares unless IRS Form W-8 is provided. Transfers by gift of shares of a
Fund by a foreign  shareholder who is a nonresident alien individual will not be
subject to U.S. federal gift tax, but the value of shares of the Fund held by
    

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                                                        41

<PAGE>



such a shareholder at his or her death will be includible in his or her gross
estate for U.S. federal estate tax purposes.

   
     Foreign  Taxes.  It is  expected  that the Funds may be  subject to foreign
withholding  taxes or other  foreign  taxes  with  respect  to income  (possibly
including,  in some cases,  capital gains)  received from sources within foreign
countries.
    

     State and Local Taxes.  Each Fund may be subject to state or local taxes in
jurisdictions in which the Fund is deemed to be doing business. In addition, the
treatment of a Fund and its  shareholders  in those states which have income tax
laws might differ from treatment under the federal income tax laws. Shareholders
should consult their own tax advisors with respect to any state or local taxes.

   
     Other Taxation.  The Trust is organized as a  Massachusetts  business Trust
and, under current law,  neither the Trust nor any Fund is liable for any income
or franchise tax in The Commonwealth of  Massachusetts,  provided that each Fund
continues to qualify as a regulated investment company under Subchapter M of the
Code.
    

ADDITIONAL INFORMATION

     Telephone calls to the Funds,  Morgan or State Street may be tape recorded.
With respect to the  securities  offered  hereby,  this  Statement of Additional
Information  and the Prospectus do not contain all the  information  included in
the Trust's registration statement filed with the SEC under the 1933 Act and the
Trust's  registration  statement filed under the 1940 Act. Pursuant to the rules
and regulations of the SEC, certain portions have been omitted. The registration
statement  including the exhibits filed  therewith may be examined at the office
of the SEC in Washington, D.C.

     Statements  contained in this Statement of Additional  Information  and the
Prospectus  concerning  the contents of any  contract or other  document are not
necessarily  complete,  and in each  instance,  reference is made to the copy of
such  contract  or  other  document  filed  as  an  exhibit  to  the  applicable
Registration  Statements.  Each such  statement  is qualified in all respects by
such reference.

     No dealer,  salesman or any other  person has been  authorized  to give any
information or to make any  representations,  other than those  contained in the
Prospectus and this Statement of Additional Information,  in connection with the
offer  contained  therein  and,  if given or made,  such  other  information  or
representations  must not be relied upon as having been authorized by any of the
Trust,  the  Funds or FDI.  The  Prospectus  and this  Statement  of  Additional
Information  do not constitute an offer by any Fund or by FDI to sell or solicit
any offer to buy any of the securities offered hereby in any jurisdiction to any
person to whom it is  unlawful  for the Fund or FDI to make  such  offer in such
jurisdictions.


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<PAGE>



FINANCIAL STATEMENTS

      The following  financial  statements of the Tax Aware  Disciplined  Equity
Fund and the Tax Aware U.S.  Equity Fund are  incorporated  herein by  reference
from their respective semi-annual reports dated April 30, 1997 made with the SEC
pursuant to Section 30(b) of the 1940 Act and Rule 30b2-1 thereunder. Any of the
following financial reports are available without charge upon request by calling
J.P. Morgan Fund Services at (800) 521-5411 for JPM Pierpont  Shares:  Tax Aware
Disciplined Equity Fund and JPM Pierpont Shares: Tax Aware U.S. Equity Fund. The
audited  statement of assets and  liabilities  and the reports  thereon of Price
Waterhouse LLP for the U.S.  Equity Fund and the  Disciplined  Equity Fund as of
November 4, 1996 are attached hereto.


                                Date of Semi-Annual     Date of Annual
                                Report; Date Semi-      Report; Date Annual
                                Annual Report Filed;    Report Filed; and
Name of Fund                    and Accession Number    Accession Number
- ------------------------------- ----------------------- ---------------------

Tax Aware Disciplined Equity    04/30/97                N/A
Fund                            06/19/97
                                0000912057-97-020764
Tax Aware U.S. Equity Fund      04/30/97                N/A
                                06/19/97
                                0000912057-97-020765

- ------------------------------- ----------------------- ---------------------





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<PAGE>



APPENDIX A

Description of Securities Ratings

STANDARD & POOR'S

Corporate and Municipal Bonds

AAA - Debt rated AAA has the highest ratings  assigned by Standard & Poor's to a
debt  obligation.  Capacity to pay  interest  and repay  principal  is extremely
strong.

AA - Debt  rated  AA has a very  strong  capacity  to  pay  interest  and  repay
principal and differs from the highest rated issues only in a small degree.

A - Debt  rated A has a strong  capacity  to pay  interest  and repay  principal
although it is somewhat more  susceptible  to the adverse  effects of changes in
circumstances and economic conditions than debt in higher rated categories.

BBB - Debt rated BBB is regarded as having an adequate  capacity to pay interest
and  repay  principal.   Whereas  it  normally  exhibits   adequate   protection
parameters,  adverse  economic  conditions  or changing  circumstances  are more
likely to lead to a weakened  capacity to pay interest and repay  principal  for
debt in this category than for debt in higher rated categories.

BB-B - Debt rated BB and B is regarded, on balance, as predominantly speculative
with  respect to the issuer's  capacity to pay  interest and repay  principal in
accordance with the terms of the  obligation.  BB indicates the lowest degree of
speculation.  While  such debt will  likely  have some  quality  and  protective
characteristics,  these are  outweighed  by large  uncertainties  or major  risk
exposures to adverse conditions.

Commercial Paper, including Tax Exempt

A - Issues  assigned  this  highest  rating are  regarded as having the greatest
capacity for timely  payment.  Issues in this category are further  refined with
the designations 1, 2, and 3 to indicate the relative degree of safety.

A-1 - This  designation  indicates  that the degree of safety  regarding  timely
payment is very strong.

Short-Term Tax-Exempt Notes

SP-1 - The  short-term  tax-exempt  note  rating of SP-1 is the  highest  rating
assigned by  Standard & Poor's and has a very  strong or strong  capacity to pay
principal and interest.  Those issues determined to possess  overwhelming safety
characteristics are given a "plus" (+) designation.

SP-2 - The short-term tax-exempt note rating of SP-2 has a satisfactory capacity
to pay principal and interest.


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<PAGE>



MOODY'S

Corporate and Municipal Bonds

Aaa - Bonds which are rated Aaa are judged to be of the best quality. They carry
the smallest  degree of investment  risk and are generally  referred to as "gilt
edge." Interest payments are protected by a large or by an exceptionally  stable
margin and principal is secure. While the various protective elements are likely
to change,  such changes as can be  visualized  are most  unlikely to impair the
fundamentally strong position of such issues.

Aa - Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as high grade
bonds.  They are rated lower than the best bonds  because  margins of protection
may not be as large as in Aaa securities or  fluctuation of protective  elements
may be of greater  amplitude or there may be other  elements  present which make
the long term risks appear somewhat larger than in Aa securities.

A - Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper medium grade  obligations.  Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.

Baa - Bonds  which are rated Baa are  considered  as medium  grade  obligations,
i.e., they are neither highly  protected nor poorly secured.  Interest  payments
and principal  security appear  adequate for the present but certain  protective
elements may be lacking or may be  characteristically  unreliable over any great
length of time. Such bonds lack outstanding  investment  characteristics  and in
fact have speculative characteristics as well.

Ba - Bonds  which are rated Ba are judged to have  speculative  elements;  their
future cannot be considered as  well-assured.  Often the  protection of interest
and principal  payments may be very moderate,  and thereby not well  safeguarded
during  both  good  and bad  times  over the  future.  Uncertainty  of  position
characterizes bonds in this class.

B - Bonds  which are  rated B  generally  lack  characteristics  of a  desirable
investment.  Assurance of interest and principal  payments or of  maintenance of
other terms of the contract over any long period of time may be small.

Commercial Paper, including Tax Exempt

Prime-1 - Issuers  rated  Prime-1 (or related  supporting  institutions)  have a
superior capacity for repayment of short-term  promissory  obligations.  Prime-1
repayment capacity will normally be evidenced by the following characteristics:

- -    Leading market positions in well established industries.
- -    High rates of return on funds employed.
- -    Conservative capitalization structures with moderate reliance on debt and
     ample asset protection.

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<PAGE>


- -    Broad  margins in  earnings  coverage of fixed  financial  charges and high
     internal cash generation.
- -    Well established access to a range of financial markets and assured sources
     of alternate liquidity.

Short-Term Tax Exempt Notes

MIG-1 - The  short-term  tax-exempt  note  rating  MIG-1 is the  highest  rating
assigned by Moody's  for notes  judged to be the best  quality.  Notes with this
rating enjoy strong  protection from  established  cash flows of funds for their
servicing  or  from  established  and  broad-based  access  to  the  market  for
refinancing, or both.

MIG-2 - MIG-2 rated notes are of high quality but with margins of protection not
as large as MIG-1.


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                                     PART C

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial Statements:

         The following financial statements are included in Part A:

   
         Financial Highlights:
         JPM Pierpont Shares: Tax Aware Disciplined Equity Fund (unaudited)
         JPM Pierpont Shares: Tax Aware U.S. Equity Fund (unaudited)
    

         The following financial statements are included in Part B:

         Tax Aware Disciplined Equity Fund:
         Statement of Assets and Liabilities at November 4, 1996
         Report of Independent Accountants

         Tax Aware U.S. Equity Fund:
         Statement of Assets and Liabilities at November 4, 1996
         Report of Independent Accountants
       

         The following  financial  statements are incorporated by reference into
         Part B:

         Tax Aware Disciplined Equity Fund: Schedule of Investments at April 30,
         1997 (unaudited)  
         Statement of Assets and Liabilities at April 30, 1997 (unaudited)
         Statement of Operations for the fiscal period ended 
         April 30, 1997  (unaudited)  
         Statement  of Changes in Net Assets  (unaudited)
         Financial  Highlights  (unaudited) 
         Notes to Financial  Statements April 30, 1997 (unaudited)

         Tax Aware U.S. Equity Fund:
         Schedule of  Investments  at April 30, 1997  (unaudited)  
         Statement  of Assets and  Liabilities  at April 30,  1997  (unaudited)
         Statement of Operations  for the fiscal  period  ended  
         April 30,  1997  (unaudited)
         Statement of Changes in Net Assets (unaudited)
         Financial Highlights (unaudited)
         Notes to Financial Statements April 30, 1997 (unaudited)
       

(b) Exhibits

1        Declaration of Trust.(1)

1(a)     Amendment No. 1 to Declaration of Trust, Amended and Restated
         Establishment and Designation of Series and Classes of Shares.(2)

1(b)     Amendment No. 2 to Declaration of Trust, Second Amended and Restated
         Establishment and Designation of Series and Classes of Shares.(4)

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<PAGE>




2        Restated By-Laws.(2)

5        Form of Investment Advisory Agreement between Registrant and Morgan
         Guaranty Trust Company of New York ("Morgan").(2)

6       Form of Distribution Agreement between Registrant and Funds Distributor,
         Inc. ("FDI").(2)

8        Form of Custodian Contract between Registrant and State Street Bank and
         Trust Company ("State Street").(2)

9(a)     Form of Co-Administration Agreement between Registrant and FDI.(2)

9(b)     Form of Administrative Services Agreement between Registrant and
         Morgan.(2)

9(c)     Form of Transfer Agency and Service Agreement between Registrant and
         State Street.(2)

9(d)     Form of Shareholder Servicing Agreement between Registrant and
         Morgan.(2)

   
11       Consents of independent accountants.(5)
    

13       Purchase agreement with respect to Registrant's initial shares.(2)

16       Schedule for computation of performance quotations.(2)

   
19       Powers of attorney.(6)
    

20       18f-3 Plan.(3)

   
27.1     Financial data schedule.(5)

27.2     Financial data schedule.(5)
    
- -------------------
(1)      Incorporated herein from Registrant's registration statement on Form
         N-1A as filed on August 29, 1996 (Accession No. 0000912057-96-019242).

(2)      Incorporated herein from Registrant's registration statement on Form
         N-1A as filed on November 8, 1996 (Accession No. 0001016964-96-000034).

(3)      Incorporated herein from Registrant's registration statement on Form
        N-1A as filed on February 10, 1997 (Accession No. 0001016964-97-000014).

   
(4)      Incorporated herein from Registrant's registration statement on Form
         N-1A as filed on June 19, 1997 (Accession No. 0001016964-97-000117).

(5)      To be filed by amendment.

(6)      Filed herewith.
    

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<PAGE>



ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.

         Not applicable.

ITEM 26. NUMBER OF HOLDERS OF SECURITIES.

         Title of Class:  Shares of Beneficial Interest (par value $0.001)

   
         As of October 14, 1997

         Tax Aware Disciplined Equity Fund:    JPM Pierpont Shares:         82
         Tax Aware U.S. Equity Fund:           JPM Pierpont Shares:        141
         California Bond Fund:                 JPM Pierpont Shares:          8
         California Bond Fund:                 JPM Institutional Shares:    36
    

ITEM 27. INDEMNIFICATION.

Reference  is made to  Section  5.3 of  Registrant's  Declaration  of Trust  and
Section 5 of Registrant's Distribution Agreement.

Registrant,  its Trustees and officers are insured against  certain  expenses in
connection with the defense of claims, demands,  actions, suits, or proceedings,
and certain liabilities that might be imposed as a result of such actions, suits
or proceedings.

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933,  as amended (the "1933 Act"),  may be  permitted to  directors,  trustees,
officers and controlling persons of the Registrant and the principal underwriter
pursuant to the  foregoing  provisions  or otherwise,  the  Registrant  has been
advised that in the opinion of the SEC such  indemnification  is against  public
policy as expressed  in the 1933 Act and is,  therefore,  unenforceable.  In the
event that a claim for indemnification  against such liabilities (other than the
payment by the Registrant of expenses  incurred or paid by a director,  trustee,
officer,  or controlling person of the Registrant and the principal  underwriter
in connection with the successful defense of any action, suite or proceeding) is
asserted  against  the  Registrant  by  such  director,   trustee,   officer  or
controlling person or principal  underwriter in connection with the shares being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy  as  expressed  in the  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.

ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.

        Morgan is a New York trust company which is a wholly owned subsidiary of
J.P. Morgan & Co. Incorporated. Morgan conducts a general banking and trust
business.

         To the knowledge of the Registrant, none of the directors, except those
set forth below, or executive  officers of Morgan is or has been during the past
two fiscal years engaged in any other business, profession, vocation or

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<PAGE>



employment of a substantial  nature,  except that certain officers and directors
of Morgan also hold various  positions  with,  and engage in business  for, J.P.
Morgan & Co.  Incorporated,  which owns all the outstanding stock of Morgan. Set
forth below are the names, addresses, and principal business of each director of
Morgan who is engaged in another business, profession, vocation or employment of
a substantial nature.

   
        Paul A. Allaire: Chairman and Chief Executive Officer, Xerox Corporation
(office imaging systems).  His address is Xerox Corporation, P.O. Box 1600,
800 Long Ridge Road, Stamford, CT 06904.
    

         Riley P. Bechtel: Chairman and Chief Executive Officer, Bechtel Group,
Inc. (architectural design and construction). His address is Bechtel Group,
Inc., P.O. Box 193965, San Francisco, CA 94119-3965.

        Martin Feldstein: President and Chief Executive Officer, National Bureau
of Economic Research, Inc. (national research institution). His address is
National Bureau of Economic Research, Inc., 1050 Massachusetts Avenue,
Cambridge, MA 02138-5398.

   
        Ellen V. Futter: President, American Museum of Natural History (not-for-
profit organization).  Her address is American Museum of Natural History,
Central Park West at 79th Street, New York, NY 10024.
    

         Hanna H. Gray: President Emeritus and Harry Pratt Judson Distinguished
Service Professor of History, The University of Chicago (academic
institution). Her address is The University of Chicago, Department of History,
1126 East 59th Street, Chicago, IL 60637.

         James R. Houghton: Retired Chairman of the Board, Corning Incorporated
(glass products). His address is R.D. #2 Spencer Hill Road, Corning, NY 14830.

          James L. Ketelsen: Retired Chairman and Chief Executive Officer,
Tenneco Inc. (oil, pipe-lines, and manufacturing). His address is 10 South
Briar Hollow 7, Houston, TX 77027.

         John A. Krol: President and Chief Executive Officer, E.I. du Pont de
Nemours and Company (chemicals and energy company). His address is E.I. du
Pont de Nemours and Company, 1007 Market Street, Wilmington, DE 19898.

        Lee R. Raymond: Chairman of the Board and Chief Executive Officer, Exxon
Corporation (oil, natural gas, and other petroleum products). His address is
Exxon Corporation, 5959 Las Colinas Boulevard, Irving, TX 75039-2298.

         Richard D. Simmons: Retired; Former President, The Washington Post
Company and International Herald Tribune (newspapers). His address is P.O. Box
242, Sperryville, VA 22740.

         Douglas C. Yearley: Chairman, President and Chief Executive Officer,
Phelps Dodge Corporation (chemicals). His address is Phelps Dodge Corporation,
2600 N. Central Avenue, Phoenix, AZ 85004-3014.


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ITEM 29. PRINCIPAL UNDERWRITERS.

(a) FDI, located at 60 State Street, Suite 1300, Boston, Massachusetts 02109, is
the  principal  underwriter  of the  Registrant's  shares.  FDI is an indirectly
wholly owned subsidiary of Boston  Institutional Group, Inc., a holding company,
all  of  whose  outstanding  shares  are  owned  by  key  employees.  FDI  is  a
broker-dealer registered under the Securities Exchange Act of 1934, as amended.

FDI acts as principal  underwriter of the following  investment  companies other
than the Registrant:

BJB Investment Funds
Burridge Funds
Foreign Fund, Inc.
Fremont Mutual Funds, Inc.
Harris Insight Funds Trust
H.T. Insight Funds, Inc. d/b/a
Harris Insight Funds
LKCM Fund
Monetta Fund, Inc.
Monetta Trust
The Munder Framlington Funds Trust
The Munder Funds, Inc.
The Munder Funds Trust
The PanAgora Institutional Funds
RCM Capital Funds, Inc.
RCM Equity Funds, Inc.
The Skyline Funds
St. Clair Money Market Fund
Waterhouse Investors Cash Management Funds, Inc.
The JPM Institutional Funds
The JPM Pierpont Funds
JPM Series Trust II

FDI does not act as depositor or investment adviser of any investment companies.

(b) The  following  is a list of  officers,  directors  and partners of FDI. The
principal address of all officers and directors is 60 State Street,  Suite 1300,
Boston, Massachusetts 02109.

Name; Positions and Offices with Underwriter; Position and Offices with
Registrant:

Marie E. Connolly; Director, President and Chief Executive Officer; Vice
President and Assistant Treasurer

Richard W. Ingram; Senior Vice President; President and Treasurer

John E. Pelletier; Senior Vice President and General Counsel; Vice President
and Secretary

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<PAGE>



Donald R. Roberson; Senior Vice President; None

John F. Tower III; Senior Vice President, Chief Financial Officer and
Treasurer; Vice President and Assistant Treasurer

Rui M. Moura; First Vice President; None

Bernard A. Whalen; First Vice President; None

John W. Gomez; Chairman and Director; None

William J. Nutt; Director; None

The  information  required  by this Item 29 with  respect to each  director  and
officer of FDI is  incorporated  herein by  reference  to  Schedule A of Form BD
filed by FDI pursuant to the Securities Exchange Act of 1934 (SEC File No.
20518).

(c) Not applicable.

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS.

All  accounts,  books and other  documents  required to be maintained by Section
31(a) of the  Investment  Company Act of 1940, as amended (the "1940 Act"),  and
the Rules thereunder will be maintained at the offices of:

Morgan  Guaranty  Trust Company of New York: 60 Wall Street,  New York, New York
10260-0060,  9 West 57th Street,  New York,  New York 10019 or 522 Fifth Avenue,
New York,  New York 10036  (records  relating  to its  functions  as  investment
advisor, shareholder servicing agent and administrative services agent).

State Street Bank and Trust Company:  1776 Heritage Drive, North  Quincy,
Massachusetts 02171 (records relating to its functions as custodian, transfer
agent and dividend disbursing agent).

Funds Distributor, Inc.:  60 State Street, Suite 1300, Boston, Massachusetts
02109 (records relating to its functions as distributor and co-administrator).

Pierpont Group, Inc.:  461 Fifth Avenue, New York, New York 10017 (records
relating to its assisting the Trustees in carrying out their duties in
supervising the Registrant's affairs).

ITEM 31. MANAGEMENT SERVICES.

         Not applicable.

ITEM 32. UNDERTAKINGS.

(a)      If the  information  called for by Item 5A of Form N-1A is contained in
         the latest annual report to shareholders,  the Registrant shall furnish
         each person to whom a prospectus is delivered with a copy of the

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<PAGE>



         Registrant's  latest  annual  report to  shareholders  upon request and
         without charge.

(b)      The Registrant  undertakes to comply with Section 16(c) of the 1940 Act
         as  though  such  provisions  of the 1940 Act  were  applicable  to the
         Registrant,  except  that the  request  referred  to in the second full
         paragraph  thereof  may  only be made by  shareholders  who hold in the
         aggregate  at least 10% of the  outstanding  shares of the  Registrant,
         regardless  of the net asset  value of shares  held by such  requesting
         shareholders.



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<PAGE>




                                   SIGNATURES

   
Pursuant to the  requirements  of the  Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this registration  statement
to be signed on its behalf by the undersigned,  thereto duly authorized,  in the
City of Boston and  Commonwealth  of  Massachusetts  on the 20th day of October,
1997.
    

JPM SERIES TRUST


By       /s/ Richard W. Ingram
         -----------------------
         Richard W. Ingram
         President and Treasurer

   
Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement  has been  signed  below by the  following  persons in the  capacities
indicated on October 20, 1997.
    

/s/ Richard W. Ingram
- ------------------------------
Richard W. Ingram
President and Treasurer (Principal Financial and Accounting Officer)

Matthew Healey*
- -----------------------------
Matthew Healey
Trustee, Chairman and Chief Executive Officer (Principal Executive Officer)

Frederick S. Addy*
- ------------------------------
Frederick S. Addy
Trustee

William G. Burns*
- ------------------------------
William G. Burns
Trustee

Arthur C. Eschenlauer*
- ------------------------------
Arthur C. Eschenlauer
Trustee

Michael P. Mallardi*
- ------------------------------
Michael P. Mallardi
Trustee


   
*By      /s/ Richard W. Ingram
         ----------------------------
         Richard W. Ingram
         as attorney-in-fact pursuant to a power of attorney filed herewith.
    

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<PAGE>



                                INDEX TO EXHIBITS

Exhibit No.       Description of Exhibit
- -------------     ----------------------

   
EX-99.B18                  Powers of Attorney
    

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                                                        C-9




                                POWER OF ATTORNEY


         The undersigned hereby constitutes and appoints Matthew Healey, Richard
W. Ingram, Marie E. Connolly, Joseph F. Tower III, John E. Pelletier,
Elizabeth A. Keeley, Karen Jacoppo-Wood, Mary A. Nelson, Douglas C. Conroy,
Christopher J. Kelley, Michael S. Petrucelli, Jacqueline Henning and Lenore J.
McCabe, and each of them, with full powers of substitution as his true and
lawful attorneys and agents to execute in his name and on his behalf in any
and all capacities (i) the Registration Statements on Form N-1A, and any and
all amendments thereto, filed by The JPM Pierpont Funds, The JPM Institutional
Funds or JPM Series Trust (each a "Trust"); (ii) the Registration
Statement(s), and any and all amendments thereto, filed by any other investor
in any separate registered investment company (each such separate registered
investment company, a "Portfolio") in which The JPM Pierpont Funds or The JPM
Institutional Funds invest, in either case with the Securities and Exchange
Commission under the Investment Company Act of 1940, as amended, and the
Securities Act of 1933, as amended; and (iii) any and all instruments which
such attorneys and agents, or any of them, deem necessary or advisable to
enable each Trust and Portfolio to comply with such Acts, the rules,
regulations and requirements of the Securities and Exchange Commission and the
corporate, securities or Blue Sky laws of any state or other jurisdiction, and
the undersigned hereby ratifies and confirms as his own act and deed any and
all acts that such attorneys and agents, or any of them, shall do or cause to
be done by virtue hereof.  Any one of such attorneys and agents have, and may
exercise, all of the powers hereby conferred.

         IN WITNESS WHEREOF,  the undersigned has hereunto set his hand this 8th
day of October, 1997 in Southampton, Bermuda.



/s/ Frederick S. Addy
Frederick S. Addy







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<PAGE>






                                POWER OF ATTORNEY


         The undersigned hereby constitutes and appoints Matthew Healey, Richard
W. Ingram, Marie E. Connolly, Joseph F. Tower III, John E. Pelletier,
Elizabeth A. Keeley, Karen Jacoppo-Wood, Mary A. Nelson, Douglas C. Conroy,
Christopher J. Kelley, Michael S. Petrucelli, Jacqueline Henning and Lenore J.
McCabe, and each of them, with full powers of substitution as his true and
lawful attorneys and agents to execute in his name and on his behalf in any
and all capacities (i) the Registration Statements on Form N-1A, and any and
all amendments thereto, filed by The JPM Pierpont Funds, The JPM Institutional
Funds or JPM Series Trust (each a "Trust"); (ii) the Registration
Statement(s), and any and all amendments thereto, filed by any other investor
in any separate registered investment company (each such separate registered
investment company, a "Portfolio") in which The JPM Pierpont Funds or The JPM
Institutional Funds invest, in either case with the Securities and Exchange
Commission under the Investment Company Act of 1940, as amended, and the
Securities Act of 1933, as amended; and (iii)  any and all instruments which
such attorneys and agents, or any of them, deem necessary or advisable to
enable each Trust and Portfolio to comply with such Acts, the rules,
regulations and requirements of the Securities and Exchange Commission and the
corporate, securities or Blue Sky laws of any state or other jurisdiction, and
the undersigned hereby ratifies and confirms as his own act and deed any and
all acts that such attorneys and agents, or any of them, shall do or cause to
be done by virtue hereof.  Any one of such attorneys and agents have, and may
exercise, all of the powers hereby conferred.

         IN WITNESS WHEREOF,  the undersigned has hereunto set his hand this 8th
day of October, 1997 in Southampton, Bermuda.



/s/ William G. Burns
William G. Burns





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<PAGE>





                                POWER OF ATTORNEY


         The undersigned hereby constitutes and appoints Matthew Healey, Richard
W. Ingram, Marie E. Connolly, Joseph F. Tower III, John E. Pelletier,
Elizabeth A. Keeley, Karen Jacoppo-Wood, Mary A. Nelson, Douglas C. Conroy,
Christopher J. Kelley, Michael S. Petrucelli, Jacqueline Henning and Lenore J.
McCabe, and each of them, with full powers of substitution as his true and
lawful attorneys and agents to execute in his name and on his behalf in any
and all capacities (i) the Registration Statements on Form N-1A, and any and
all amendments thereto, filed by The JPM Pierpont Funds, The JPM Institutional
Funds or JPM Series Trust (each a "Trust"); (ii) the Registration
Statement(s), and any and all amendments thereto, filed by any other investor
in any separate registered investment company (each such separate registered
investment company, a "Portfolio") in which The JPM Pierpont Funds or The JPM
Institutional Funds invest, in either case with the Securities and Exchange
Commission under the Investment Company Act of 1940, as amended, and the
Securities Act of 1933, as amended; and (iii)  any and all instruments which
such attorneys and agents, or any of them, deem necessary or advisable to
enable each Trust and Portfolio to comply with such Acts, the rules,
regulations and requirements of the Securities and Exchange Commission and the
corporate, securities or Blue Sky laws of any state or other jurisdiction, and
the undersigned hereby ratifies and confirms as his own act and deed any and
all acts that such attorneys and agents, or any of them, shall do or cause to
be done by virtue hereof.  Any one of such attorneys and agents have, and may
exercise, all of the powers hereby conferred.

         IN WITNESS WHEREOF,  the undersigned has hereunto set his hand this 8th
day of October, 1997 in Southampton, Bermuda.



/s/ Arthur C. Eschenlauer
Arthur C. Eschenlauer








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<PAGE>






                                POWER OF ATTORNEY


     The undersigned hereby constitutes and appoints Richard W. Ingram, Marie E.
Connolly,  Joseph F. Tower III, John E.  Pelletier,  Elizabeth A. Keeley,  Karen
Jacoppo-Wood,  Mary A. Nelson, Douglas C. Conroy, Christopher J. Kelley, Michael
S. Petrucelli,  Jacqueline  Henning and Lenore J. McCabe, and each of them, with
full  powers of  substitution  as his true and  lawful  attorneys  and agents to
execute  in his  name  and on his  behalf  in any  and  all  capacities  (i) the
Registration  Statements on Form N-1A, and any and all amendments thereto, filed
by The JPM Pierpont Funds, The JPM Institutional Funds or JPM Series Trust (each
a  "Trust");  (ii) the  Registration  Statement(s),  and any and all  amendments
thereto,  filed by any other  investor  in any  separate  registered  investment
company (each such separate  registered  investment  company,  a "Portfolio") in
which The JPM Pierpont Funds or The JPM  Institutional  Funds invest,  in either
case with the Securities and Exchange  Commission  under the Investment  Company
Act of 1940, as amended,  and the Securities Act of 1933, as amended;  and (iii)
any and all  instruments  which such attorneys and agents,  or any of them, deem
necessary or  advisable  to enable each Trust and  Portfolio to comply with such
Acts, the rules,  regulations  and  requirements  of the Securities and Exchange
Commission and the corporate,  securities or Blue Sky laws of any state or other
jurisdiction,  and the  undersigned  hereby ratifies and confirms as his own act
and deed any and all acts that such attorneys and agents,  or any of them, shall
do or cause to be done by virtue  hereof.  Any one of such  attorneys and agents
have, and may exercise, all of the powers hereby conferred.

         IN WITNESS WHEREOF,  the undersigned has hereunto set his hand this 8th
day of October, 1997 in Southampton, Bermuda.



/s/ Matthew Healey
Matthew Healey








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<PAGE>






                                POWER OF ATTORNEY


         The undersigned hereby constitutes and appoints Matthew Healey, Richard
W. Ingram, Marie E. Connolly, Joseph F. Tower III, John E. Pelletier,
Elizabeth A. Keeley, Karen Jacoppo-Wood, Mary A. Nelson, Douglas C. Conroy,
Christopher J. Kelley, Michael S. Petrucelli, Jacqueline Henning and Lenore J.
McCabe, and each of them, with full powers of substitution as his true and
lawful attorneys and agents to execute in his name and on his behalf in any
and all capacities (i) the Registration Statements on Form N-1A, and any and
all amendments thereto, filed by The JPM Pierpont Funds, The JPM Institutional
Funds or JPM Series Trust (each a "Trust"); (ii) the Registration
Statement(s), and any and all amendments thereto, filed by any other investor
in any separate registered investment company (each such separate registered
investment company, a "Portfolio") in which The JPM Pierpont Funds or The JPM
Institutional Funds invest, in either case with the Securities and Exchange
Commission under the Investment Company Act of 1940, as amended, and the
Securities Act of 1933, as amended; and (iii)  any and all instruments which
such attorneys and agents, or any of them, deem necessary or advisable to
enable each Trust and Portfolio to comply with such Acts, the rules,
regulations and requirements of the Securities and Exchange Commission and the
corporate, securities or Blue Sky laws of any state or other jurisdiction, and
the undersigned hereby ratifies and confirms as his own act and deed any and
all acts that such attorneys and agents, or any of them, shall do or cause to
be done by virtue hereof.  Any one of such attorneys and agents have, and may
exercise, all of the powers hereby conferred.

         IN WITNESS WHEREOF,  the undersigned has hereunto set his hand this 8th
day of October, 1997 in Southampton, Bermuda.



/s/ Michael P. Mallardi
Michael P. Mallardi









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<PAGE>






                                POWER OF ATTORNEY


     The undersigned  hereby  constitutes and appoints Matthew Healey,  Marie E.
Connolly,  Joseph F. Tower III, John E.  Pelletier,  Elizabeth A. Keeley,  Karen
Jacoppo-Wood,  Mary A. Nelson, Douglas C. Conroy, Christopher J. Kelley, Michael
S. Petrucelli,  Jacqueline  Henning and Lenore J. McCabe, and each of them, with
full  powers of  substitution  as his true and  lawful  attorneys  and agents to
execute  in his  name  and on his  behalf  in any  and  all  capacities  (i) the
Registration  Statements on Form N-1A, and any and all amendments thereto, filed
by The JPM Pierpont Funds, The JPM Institutional Funds or JPM Series Trust (each
a  "Trust");  (ii) the  Registration  Statement(s),  and any and all  amendments
thereto,  filed by any other  investor  in any  separate  registered  investment
company (each such separate  registered  investment  company,  a "Portfolio") in
which The JPM Pierpont Funds or The JPM  Institutional  Funds invest,  in either
case with the Securities and Exchange  Commission  under the Investment  Company
Act of 1940, as amended,  and the Securities Act of 1933, as amended;  and (iii)
any and all  instruments  which such attorneys and agents,  or any of them, deem
necessary or  advisable  to enable each Trust and  Portfolio to comply with such
Acts, the rules,  regulations  and  requirements  of the Securities and Exchange
Commission and the corporate,  securities or Blue Sky laws of any state or other
jurisdiction,  and the  undersigned  hereby ratifies and confirms as his own act
and deed any and all acts that such attorneys and agents,  or any of them, shall
do or cause to be done by virtue  hereof.  Any one of such  attorneys and agents
have, and may exercise, all of the powers hereby conferred.

         IN WITNESS WHEREOF,  the undersigned has hereunto set his hand this 8th
day of October, 1997 in Southampton, Bermuda.


/s/ Richard W. Ingram
Richard W. Ingram



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