JPM SERIES TRUST
485BPOS, 1997-12-17
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 As filed with the U.S. Securities and Exchange Commission on December 17, 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. 5
    

                                       AND

         REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

   
                                 AMENDMENT NO. 6
    


                                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

   
                 Christopher Kelley, 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) 
[ ] on (date) pursuant to paragraph (a)(ii) of Rule 485.
    

If appropriate, check the following box:

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

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                                EXPLANATORY NOTE

   
This post-effective amendment no. 5 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 delaying the effectiveness of
each Fund's "simplified" prospectus from December 17, 1997 until January 2,
1998, which were filed on October 21, 1997 as a 485APOS filing in post-
effective amendment no. 4 (Accession No. 0001042058-97-000005).
    


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                                     PART C

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial Statements:

         The following financial statements are included in Part A:

   
         None
    

         The following financial statements are included in Part B:

   
         None
    

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

   
         None
    

(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)

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.(6)
    

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

16       Schedule for computation of performance quotations.(2)

   
19       Powers of attorney.(5)
    

20       18f-3 Plan.(3)

   
27.1     Financial data schedule.(6)

27.2     Financial data schedule.(6)
- -------------------
(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)      Incorporated herein from Registrant's registration statement on Form
         N-1A as filed on October 21, 1997 (Accession No. 0001042058-97-000005).

(6)      To be filed by amendment.
    

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

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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
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.


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        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.

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

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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
       

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.


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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
         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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                                   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 16th day of December,
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 December 16, 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 previously filed.
    

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