As filed with the U.S. Securities and Exchange Commission on February 10, 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. 2
AND
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 3
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):
[X] 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:
[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
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. The Registrant expects to file Rule 24f-2 notices with
respect to its California Bond Fund (for its fiscal year ending May 31, 1997)
on or before July 29, 1997 and Tax Aware 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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JPM SERIES TRUST
CROSS-REFERENCE SHEET
(As Required by Rule 495)
PART A ITEM NO.: Prospectus Headings.
1. COVER PAGE: Cover Page.
2. SYNOPSIS: Expense Table.
3. CONDENSED FINANCIAL INFORMATION: Not applicable.
4. GENERAL DESCRIPTION OF REGISTRANT: Cover Page; Expense Table; Investment
Objective and Policies; Additional Investment Practices and Risks;
Investment Policies and Restrictions; Organization.
5. MANAGEMENT OF THE FUND: Management of the Fund; Shareholder Servicing;
Additional Information.
5A.MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE: Not applicable.
6. CAPITAL STOCK AND OTHER SECURITIES: Net Asset Value; Purchase of Shares;
Taxes; Dividends and Distributions; Organization.
7. PURCHASE OF SECURITIES BEING OFFERED: Purchase of Shares; Exchange of
Shares (if applicable); Who May be a Suitable Investor in the Fund(s);
Dividends and Distributions; Net Asset Value.
8. REDEMPTION OR REPURCHASE: Redemption of Shares; Exchange of Shares (if
applicable); Net Asset Value.
9. PENDING LEGAL PROCEEDINGS: Not applicable.
PART B ITEM NO.: 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 OBJECTIVES AND POLICIES: Investment Objectives and Policies;
Investment Restrictions; Appendices A and B.
14. MANAGEMENT OF THE FUND: Trustees and Officers.
15. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES: Description of
Shares.
16. INVESTMENT ADVISORY AND OTHER SERVICES: Investment Advisor; Distributor;
Co-Administrator; Services Agent; Custodian and Transfer Agent;
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.
20. TAX STATUS: Taxes.
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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
appropriately numbered items included in Part C of this registration statement.
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EXPLANATORY NOTE
This post-effective amendment no. 2 (the "Amendment") to the Registrant's
registration statement on Form N-1A (File no. 333-11125) is being filed with
respect to the California Bond Fund's JPM Pierpont shares to make certain non-
material changes to the Prospectus filed on January 10, 1997 in post-effecive
amendment no. 1 (Accession No. 0000101694-97-4) ("Post-Effective Amendment No.
1"). Each of the Registrant's currently effective Prospectuses for each other
series of shares of the Registrant is incorporated herein by reference as most
recently filed pursuant to Rule 497 (Accession No. 0001016964-96-000036) under
the Securities Act of 1933, as amended. The Registrant's Statement of
Additional Information is incorporated herein by reference to Post-Effective
Amendment No. 1.
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PROSPECTUS
JPM SERIES TRUST
JPM PIERPONT SHARES: CALIFORNIA BOND FUND
60 STATE STREET
BOSTON, MASSACHUSETTS 02109
FOR INFORMATION CALL (800) 521-5411
California Bond Fund (the "Fund") seeks to provide a high after tax total return
for California residents consistent with moderate risk of capital. The Fund is
designed for investors subject to federal and California personal income taxes
who are seeking a high after tax total return that may include some taxable
income and gains.
The Fund is a series of JPM Series Trust (the "Trust") and is advised by Morgan
Guaranty Trust Company of New York ("Morgan" or the "Advisor").
This Prospectus sets forth concisely the information about the JPM Pierpont
Shares of the Fund that a prospective investor should know before investing and
should be retained for future reference. Additional information has been filed
with the Securities and Exchange Commission in a Statement of Additional
Information dated February 10, 1997, as amended or supplemented from time to
time. This information is incorporated herein by reference and is available
without charge upon written request from the Fund's Distributor or by calling
(800) 221-7930. The Fund's Distributor is Funds Distributor, Inc., 60 State
Street, Suite 1300, Boston, Massachusetts 02109, Attention: JPM Series Trust -
California Bond Fund.
SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED
BY, MORGAN GUARANTY TRUST COMPANY OF NEW YORK OR ANY OTHER BANK. SHARES OF THE
FUND ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE
FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENT AGENCY. THE VALUE OF AN INVESTMENT
IN THE FUND MAY FLUCTUATE AND MAY, AT THE TIME IT IS REDEEMED, BE HIGHER OR
LOWER THAN THE AMOUNT ORIGINALLY INVESTED.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS FEBRUARY 10, 1997
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TABLE OF CONTENTS
Page
Expense Table 1
Investment Objective and Policies 1
Additional Investment Practices and Risks 3
Management of the Fund 6
Shareholder Inquiries and Services 8
Purchase of Shares 9
Redemption of Shares 10
Exchange of Shares 10
Dividends and Distributions 11
Taxes 11
Net Asset Value 11
Additional Information 13
Organization 14
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JPM PIERPONT SHARES: CALIFORNIA BOND FUND
EXPENSE TABLE
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on
Purchases(1) . . . . . . . . . . . . . None
Sales Charge Imposed on
Reinvested Distributions . . . . . . . None
Deferred Sales Load . . . . . . . . . . None
Redemption Fee . . . . . . . . . . . . . None
Exchange Fee . . . . . . . . . . . . . . None
ANNUAL OPERATING EXPENSES(2)
Advisory Fees . . . . . . . . . . . . . 0.30%
Rule 12b-1 Fees . . . . . . . . . . . . None
Other Expenses (after expense
limitation) . . . . . . . . . . . . 0.35%
----
Total Operating Expenses (after
expense limitation) . . . . . . . . 0.65%
====
(1) Certain Eligible Institutions (defined below) may impose fees in connection
with the purchase of the Fund's shares through such institutions.
(2) These expenses are based on the estimated expenses and estimated average net
assets for the Fund's first fiscal year and through September 30, 1997, after
any applicable expense limitation. Without such expense limitation, the
estimated Other Expenses and Total Operating Expenses for its first fiscal year
would be equal on an annual basis to 0.50% and 0.80%, respectively, of average
daily net assets of the Fund's JPM Pierpont Shares.
EXAMPLE
An investor would pay the following expenses on a hypothetical $1,000
investment, assuming a 5% annual return and redemption at the end of each time
period. (However, the Fund's minimum initial investment is greater than $1,000.)
1 Year . . . . . . . . . . . . . . . . . . . . . . $ 7
3 Years . . . . . . . . . . . . . . . . . . . . . $ 21
The above expense table is designed to assist investors in understanding the
various estimated direct and indirect costs and expenses that investors in JPM
Pierpont Shares of the Fund bear. For a complete description of contractual
arrangements and other expenses applicable to the Fund, see Management of the
Fund and Shareholder Inquiries and Services -- Shareholder Servicing. THE
EXAMPLE IS INCLUDED SOLELY FOR ILLUSTRATIVE PURPOSES AND SHOULD NOT BE
CONSIDERED A REPRESENTATION OF FUTURE PERFORMANCE OR EXPENSES. ACTUAL EXPENSES
MAY BE MORE OR LESS THAN THOSE SHOWN.
INVESTMENT OBJECTIVE AND POLICIES
The investment objective of California Bond Fund is to provide a high after tax
total return for California residents consistent with moderate risk of capital.
The Fund invests primarily in California Municipal Securities (defined below)
the income from which is exempt from federal and California personal income
taxes. It may also invest in other municipal securities that generate income
exempt from federal income tax but not from California income tax. In addition,
in order to maximize after tax total return, the Fund may invest in taxable debt
obligations to the extent consistent with its objective.
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WHO MAY BE A SUITABLE INVESTOR IN THE FUND. The Fund is designed for investors
subject to federal and California personal income taxes who are seeking high
after tax return but are not adverse to receiving some taxable income and gains.
The Fund is not suitable for tax-deferred retirement or pension plans, including
Individual Retirement Accounts (IRAs), 401(k) plans and 403(b) plans. The Fund
is not a complete investment program and there is no assurance that the Fund
will achieve its investment objective.
PRIMARY INVESTMENTS. Under normal circumstances, the Fund invests at least 65%
of its total assets in California municipal bonds. For purposes of this policy,
"California municipal bonds" has the same meaning as "California Municipal
Securities," which are obligations of any duration (or maturity) issued by
California, its political subdivisions and their agencies, authorities and
instrumentalities and any other obligations, the interest from which is exempt
from California personal income tax. The interest from many but not all
California Municipal Securities is also exempt from federal income tax. The Fund
may also invest in debt obligations of state and municipal issuers outside of
California. In general, the interest on such securities is exempt from federal
income tax but subject to California income tax. A portion of the Fund's
distributions from interest on California Municipal Securities and other
municipal securities in which the Fund invests may under certain circumstances
be subject to federal alternative minimum tax. See Taxes.
MUNICIPAL SECURITIES. The Fund may invest in municipal securities of any
maturity and type. These include both general obligation bonds secured by the
issuer's pledge of its full faith, credit and taxing authority and revenue bonds
payable from specific revenue sources, but generally not backed by the issuer's
taxing authority. In addition, the Fund may invest in all types of municipal
notes, including tax, revenue and grant anticipation notes, municipal commercial
paper, and municipal demand obligations such as variable rate demand notes and
master demand obligations. There is no specific percentage limitation on these
investments.
NON-MUNICIPAL SECURITIES. The Fund may invest in U.S. Government, bank and
corporate debt obligations, as well as asset- and mortgage-backed securities and
repurchase agreements. The Fund will purchase such securities only when Morgan
believes that they would enhance the after tax total return of a shareholder of
the Fund in the highest federal and California income tax brackets. Under normal
circumstances, the Fund's holdings of non-municipal securities and securities of
municipal issuers outside California will not exceed 35% of its total assets.
CREDIT QUALITY. The Fund will invest primarily in investment grade securities,
which are obligations rated at the time of purchase at least Baa by Moody's
Investors Service, Inc. or BBB by Standard & Poor's Ratings Group. Securities
rated Baa or BBB are considered to have certain speculative characteristics.
The Fund may also invest up to 10% of its total assets in below investment grade
municipal and taxable securities rated at least B. Such securities are sometimes
referred to as "junk bonds." Below investment grade securities typically are
subject to greater fluctuations in price and yield resulting in a greater
volatility of total return than investment grade bonds. These fluctuations may
be sharp and unanticipated. Issuers of below investment grade securities
typically are weak in financial health and their ability to repay interest or
principal is uncertain. Compared to issuers of investment grade bonds, they are
more likely to encounter financial difficulties and to be materially affected by
those difficulties when they do encounter them. As a result, markets for below
investment grade securities may react strongly to adverse news about an issuer
or the economy or to the perception or expectation of adverse news. If a
security purchased by the Fund is later
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downgraded below B, the Fund may continue to hold the security.
HOW THE FUND IS MANAGED. Morgan actively manages the Fund's duration, the
allocation of securities across market sectors and the selection of securities
to maximize after tax total return. Morgan adjusts the Fund's duration based
upon fundamental economic and capital markets research and Morgan's interest
rate outlook.
Under normal market conditions, the Fund will have a duration of three to ten
years, although the maturities of individual portfolio securities may vary
widely. Duration measures the price sensitivity of the Fund's portfolio,
including expected cash flow under a wide range of interest rate scenarios. A
longer duration generally results in greater price volatility. As a result, when
interest rates increase, the prices of longer duration securities decrease more
than the prices of comparable quality securities with a shorter duration. When
interest rates decrease, the prices of longer duration securities increase more
than the prices of comparable quality securities with a shorter duration.
Morgan also seeks to enhance after tax total return by allocating the Fund's
assets among market sectors. Specific securities which Morgan believes are
undervalued are selected for purchase using advanced quantitative tools,
analysis of credit risk, the expertise of a dedicated trading desk and the
judgment of fixed income portfolio managers and analysts.
The Fund may engage in short-term trading to the extent consistent with its
objective. The annual portfolio turnover rate of the Fund is generally not
expected to exceed 100%. Portfolio transactions may generate taxable capital
gains and result in increased transaction costs.
TAX MANAGEMENT TECHNIQUES. In seeking to achieve the Fund's investment
objective, Morgan attempts to consider the tax consequences to investors of all
portfolio transactions. The success of this strategy depends on Morgan's ability
to forecast accurately changes in interest rates and assess the value of fixed
income securities.
ADDITIONAL INVESTMENT PRACTICES AND RISKS
NON-DIVERSIFICATION. Because the Fund is a non-diversified investment company,
the Investment Company Act of 1940 (the "1940 Act") does not limit the
percentage of the Fund's assets that may be invested in the securities of a
single issuer. To the extent that the Fund invests a greater percentage of its
assets in a smaller number of issuers, its portfolio will be subject to more
concentrated credit and liquidity risk than a more diversified portfolio. The
Fund must still comply with the quarterly diversification requirements under the
Internal Revenue Code of 1986 (the "Code") under which, with respect to 50% of
its total assets, the Fund generally may not invest more than 5% of its assets
in any one issuer. With respect to the other 50% of total assets, the Fund may
invest up to 25% of its assets in the securities of each of any two issuers.
LIQUIDITY. The secondary market for municipal securities is generally less
liquid than for taxable fixed income securities. These risks are accentuated to
the extent that the Fund, by itself or together with other accounts managed by
Morgan or its affiliates, owns all or a substantial portion of an issue of
municipal securities. In addition, if the issuer of certain types of municipal
securities such as industrial revenue bonds defaults, the Fund could be required
to seize and manage, or dispose of under adverse market conditions, collateral,
which could increase the Fund's operating expenses, lower the Fund's net asset
value and generate taxable income.
CONCENTRATION. The Fund will not invest more than 25% of its total assets in
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any one industry. Governmental issuers of municipal securities are not
considered part of any industry for this purpose. However, taxable municipal
securities backed only by the assets or revenues of nongovernmental users may be
deemed to be issued by such nongovernmental users, and the 25% limitation would
apply to obligations backed by the assets or revenues of nongovernmental users
in the same industry.
The Fund may invest more than 25% of its assets in certain sectors of the
municipal securities market, such as revenue obligations of hospitals and other
health care facilities, housing agency obligations, transportation related
obligations and utilities related obligations. The Fund will concentrate in a
particular market sector only if Morgan determines that the returns available
from issuers in the sector justify the additional risks. To the extent that the
Fund concentrates in a particular market sector, its portfolio will be more
exposed to adverse economic, business, political and other developments
affecting issuers or users within that sector.
CALL RISK. The Fund may invest in municipal securities that permit the issuer to
"call" or redeem the securities. If the issuer calls these securities when
interest rates are falling, the Fund may not be able to reinvest the proceeds in
securities providing a comparable return.
ZERO COUPON BONDS. The Fund may invest in zero coupon bonds that pay interest
only upon maturity. Zero coupon bonds may present a greater risk of price
volatility and credit problems than other bonds and involve certain special
tax considerations. See Taxes.
CALIFORNIA MUNICIPAL SECURITIES. Since the Fund invests primarily in California
Municipal Securities, its performance and the ability of California issuers to
meet their obligations may be affected by economic, political, demographic or
other conditions in California. As a result, the value of the Fund's shares may
fluctuate more widely than the value of shares of a fund investing in securities
of issuers in multiple states. The ability of state, county or local governments
to meet their obligations will depend primarily on the availability of tax and
other revenues to those governments and on their general fiscal conditions.
Constitutional or statutory restrictions may limit a municipal issuer's power to
raise revenues or increase taxes. The availability of federal, state and local
aid to issuers of California Municipal Securities may also affect their ability
to meet their obligations. Payments of principal and interest on revenue bonds
will depend on the economic condition of the facility or specific revenue source
from whose revenues the payments will be made. Any reduction in the actual or
perceived ability of an issuer of California Municipal Securities to meet its
obligations (including a reduction in the rating of its outstanding securities)
would probably reduce the market value and marketability of the Fund's portfolio
securities.
SECURITIES LOANS, REPURCHASE AGREEMENTS AND WHEN-ISSUED AND DELAYED DELIVERY
SECURITIES. The Fund may lend portfolio securities with a value up to one third
of its total assets and may enter into repurchase agreements. These transactions
must be fully collateralized at all times. The Fund may also purchase securities
on a when-issued or delayed delivery basis, which may increase its overall
investment exposure and involves a risk of loss if the value of the securities
declines prior to the settlement date. Lending, repurchase agreement and
when-issued transactions involve the risk that the other party may default on
its obligation and the Fund could be delayed in or prevented from recovering the
collateral or completing the transaction.
PUTS. The Fund may purchase municipal securities together with a right to
resell or "put" the securities back to the seller on agreed upon terms. The
Fund may pay a premium to purchase securities with a put feature. A put
involves the risk that the counterparty will default on its obligations to
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repurchase the underlying securities.
STRUCTURED DEBT SECURITIES. The Fund may invest in structured debt securities
which may include various types of derivative securities such as tender option
bonds, floating rate securities that are subject to a maximum interest rate
(capped floaters), leveraged floating rate securities (super floaters) and
leveraged inverse floating rate securities (inverse floaters). The interest rate
or, in some cases, the principal payable at the maturity of a structured debt
security may change positively or inversely in relation to one or more interest
rates, financial indices or other financial indicators. In addition, the yield
on a structured security may fail to track the yield on conventional securities
of comparable maturity. A structured debt security may be leveraged to the
extent that the magnitude of any change in the interest rate or principal
payable on an indexed security is a multiple of the change in the underlying
interest rate or index. Thus, leveraged structured securities may experience
greater price volatility than conventional debt securities in response to
changes in interest rates or other reference prices.
RESTRICTED AND ILLIQUID SECURITIES. The Fund may invest up to 15% of its net
assets in illiquid securities, including certain restricted and private
placement securities. The price the Fund pays for illiquid securities or
receives upon resale may be lower than the price paid or received for similar
securities with a more liquid market. Accordingly, the valuation of these
securities will reflect any limitations on their liquidity. The Fund 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.
FUTURES AND OPTIONS TRANSACTIONS. The Fund may enter into derivative contracts
to hedge against fluctuations in securities prices or as a substitute for the
purchase or sale of securities. The Fund may also use derivative contracts for
risk management purposes. See Risk Management in the Statement of Additional
Information. The Fund may purchase and sell (write) exchange traded and
over-the-counter ("OTC") put and call options on securities and securities
indexes, purchase and sell futures contracts on securities and securities
indexes and purchase and sell (write) put and call options on futures contracts
on securities and securities indexes. Some options and futures strategies,
including selling futures contracts, buying puts and writing calls, tend to
hedge the Fund's investments against price fluctuations. Other strategies,
including buying futures contracts, writing puts and buying calls, tend to
increase market exposure. Options and futures contracts may be combined with
each other in order to adjust the risk and return characteristics of the Fund's
overall strategy in a manner consistent with the Fund's objective and policies.
Because transactions in derivative instruments result in taxable gains or losses
it is expected that the Fund will utilize derivative contracts infrequently.
Transactions in derivative contracts often involve a risk of loss or
depreciation due to unanticipated adverse changes in securities prices. The Fund
incurs liability to a counterparty in connection with transactions in futures
contracts and the writing of options. As a result, the loss on these derivative
contracts may exceed the Fund's initial investment. The Fund may also lose the
entire premium paid for purchased options that expire before they can be
profitably exercised by the Fund. In addition, the Fund incurs transaction costs
in opening and closing positions in derivative contracts.
Derivative contracts may sometimes increase or leverage the Fund's exposure to a
particular market risk. Leverage magnifies the price volatility of derivative
contracts held by the Fund. The Fund is required to offset the leverage inherent
in derivative contracts by maintaining a segregated account
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consisting of cash or liquid securities, by holding offsetting portfolio
securities or contracts or by covering written options.
The Fund's success in using derivative contracts to hedge portfolio assets
depends on the degree of price correlation between the derivative contract and
the hedged asset. Imperfect correlation may be caused by several factors,
including temporary price disparities among the trading markets for the
derivative contract, the assets underlying the derivative contract and the
Fund's portfolio assets.
During periods of extreme market volatility, a commodity or options exchange may
suspend or limit trading in an exchange-traded derivative contract, which may
make the contract temporarily illiquid and difficult to price. The Fund's
ability to terminate OTC derivative contracts may depend on the cooperation of
the counterparties to such contracts. For thinly traded derivative contracts,
the only source of price quotations may be the selling dealer or counterparty.
In addition, derivative securities and OTC derivative contracts involve a risk
that the issuer or counterparty will fail to perform its contractual
obligations.
The Fund will not engage in a transaction in futures or options on futures for
risk management purposes if, immediately thereafter, the sum of initial margin
deposits and premiums required to establish risk management positions in futures
contracts and options on futures would exceed 5% of the Fund's net assets.
BORROWING AND REVERSE REPURCHASE AGREEMENTS. The Fund may (1) borrow money from
banks solely for temporary or emergency (but not for leverage) purposes and (2)
may enter into reverse repurchase agreements for any purpose. The aggregate
amount of such borrowings and reverse repurchase agreements may not exceed
one-third of the Fund's total assets less liabilities (other than borrowings).
For the purposes of the 1940 Act, reverse repurchase agreements are considered a
form of borrowing by the Fund and, therefore, a form of leverage. Leverage may
cause any gains or losses of the Fund to be magnified.
INVESTMENT POLICIES AND RESTRICTIONS. Except as otherwise stated in this
Prospectus or the Fund's Statement of Additional Information, the Fund's
investment objective, policies and restrictions are not fundamental and may be
changed without shareholder approval.
MANAGEMENT OF THE FUND
TRUSTEES. The Fund is a series of the Trust. The Trustees of the Trust de-
cide upon matters of general policy and review the actions of the Advisor and
other service providers. The Trustees of the Trust are identified below.
Frederick S. Addy . . . . . . . Former Executive Vice President and Chief
Financial Officer, Amoco Corporation
William G. Burns . . . . . . . Former Vice Chairman of the Board and
Chief Financial Officer, NYNEX Corporation
Arthur C. Eschenlauer . . . . . Former Senior Vice President, Morgan
Guaranty Trust Company of New York
Matthew Healey . . . . . . . . Chairman and Chief Executive Officer of
the Trust; Chairman, Pierpont Group, Inc.
Michael P. Mallardi . . . . . . Former Senior Vice President, Capital
Cities/ABC, Inc. and President, Broadcast
Group
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ADVISOR. The Fund has retained Morgan as Investment Advisor to provide
investment advice and portfolio management services to the Fund. Subject to the
supervision of the Trustees, Morgan makes the Fund's day-to-day investment
decisions, arranges for the execution of portfolio transactions and generally
manages the Fund's investments.
Morgan, with principal offices at 60 Wall Street, New York, New York 10260, is a
New York trust company that conducts a general banking and trust business.
Morgan is a wholly owned subsidiary of J.P. Morgan & Co. Incorporated ("J.P.
Morgan"), a bank holding company organized under the laws of Delaware. Through
offices in New York City and abroad, J.P. Morgan, through the Advisor and other
subsidiaries, offers a wide range of services to governmental, institutional,
corporate and individual customers and acts as investment advisor to individual
and institutional clients with combined assets under management of over $197
billion (of which the Advisor advises over $30 billion).
Morgan uses a sophisticated, disciplined, collaborative process for managing all
asset classes. For fixed-income portfolios, this process focuses on the
systematic analysis of real interest rates, sector diversification and
quantitative and credit analysis. Morgan has managed portfolios of domestic
fixed-income securities on behalf of its clients for over 50 years. The
portfolio managers making investments in domestic fixed-income securities work
in conjunction with fixed-income, credit, capital market and economic research
analysts, as well as traders and administrative officers.
Elizabeth A. Augustin and Robert W. Meiselas have been primarily responsible for
the day-to-day management and implementation of Morgan's processes for the Fund
since its November, 1996 inception (they are Vice Presidents of Morgan and have
been employed by Morgan since prior to 1992).
As compensation for the services rendered and related expenses borne by Morgan
under its investment advisory agreement with the Trust, the Fund has agreed to
pay Morgan a fee which is calculated daily and may be paid monthly at the annual
rate of 0.30% of the Fund's average daily net assets.
INVESTMENTS IN THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, MORGAN GUARANTY TRUST COMPANY OF NEW YORK OR ANY OTHER BANK.
CO-ADMINISTRATOR. Pursuant to a Co-Administration Agreement with the Trust,
Funds Distributor, Inc. ("FDI") serves as the Co-Administrator for the Fund. FDI
(i) provides office space, equipment and clerical personnel for maintaining the
organization and books and records of the Fund; (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; and (v) maintains related books and records.
For its services under the Co-Administration Agreement, the Fund has agreed to
pay FDI fees equal to its allocable share of an annual complex-wide charge of
$425,000 plus FDI's out-of-pocket expenses. The amount allocable to the Fund is
based on the ratio of the Fund's net assets to the aggregate net assets of the
Fund, the other funds in the Trust and certain other registered investment
companies subject to similar agreements with FDI.
ADMINISTRATIVE SERVICES AGENT. Pursuant to an Administrative Services Agreement
with the Trust, Morgan provides administrative and related services to the Fund,
including services related to tax compliance, preparation of financial
statements, calculation of performance data, oversight of service providers and
certain regulatory and Board of Trustees matters.
Under the Administrative Services Agreement, the Fund has agreed to pay Morgan
fees equal to its allocable share of an annual complex-wide charge. This
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charge is calculated daily based on the aggregate net assets of the Fund, the
other funds in the Trust and certain other registered investment companies
managed by the Advisor in accordance with the following annual schedule: 0.09%
on the first $7 billion of their aggregate average daily net assets and 0.04% of
their aggregate average daily net assets in excess of $7 billion, less the
complex-wide fees payable to FDI.
DISTRIBUTOR. FDI, a registered broker-dealer, also serves as the Distributor of
shares of the Fund. FDI is a wholly owned indirect subsidiary of Boston
Institutional Group, Inc. FDI's principal business address is 60 State Street,
Suite 1300, Boston, Massachusetts 02109.
FUND SERVICES AGREEMENT. Pursuant to a Fund Services Agreement with the
Trust, Pierpont Group, Inc. ("PGI"), 461 Fifth Avenue, New York, New York
10017, assists the Trustees in exercising their overall supervisory
responsibilities for the affairs of the Trust. PGI provides these services
for a fee approximating its reasonable cost.
CUSTODIAN AND TRANSFER AGENT. State Street Bank and Trust Company,
225 Franklin Street, Boston, Massachusetts 02110, serves as the Fund's
custodian and fund accounting, transfer and dividend disbursing agent. State
Street keeps the books of account for the Fund.
EXPENSES. In addition to the fees payable to the service providers identified
above, the Fund is responsible for usual and customary expenses associated with
its operation. These include, among other things, organization expenses, legal
fees, audit and accounting expenses, insurance costs, the compensation and
expenses of the Trustees, the expenses of printing and mailing reports, notices
and proxy statements to Fund shareholders, registration fees under federal and
state securities laws, interest, taxes and extraordinary expenses (such as for
litigation).
Morgan has agreed that it will reimburse the Fund through at least July 31, 1997
to the extent necessary to maintain the Fund's operating expenses for JPM
Pierpont Shares at the annual rate of 0.65% of the average daily net assets of
the Fund's JPM Pierpont Shares. This expense reimbursement does not apply to
taxes, interest, litigation costs and other extraordinary expenses.
SHAREHOLDER INQUIRIES AND SERVICES
Shareholders may call J.P. Morgan Funds Services at (800) 521-5411 for
information about the Fund and assistance with shareholder transactions.
SHAREHOLDER SERVICING. Under a shareholder servicing agreement with the Trust,
Morgan, acting directly or through an agent (designated as an Eligible
Institution) provides account administration and personal and account
maintenance services to Fund shareholders. These services include assisting in
the maintenance of accurate account records, processing orders to purchase and
redeem shares of the Fund, and responding to shareholder inquiries. The Fund has
agreed to pay Morgan a fee for these services at an annual rate of 0.25% of the
average daily net assets of JPM Pierpont Shares.
The Fund may be sold to or through Eligible Institutions, 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 Fund. See
Eligible Institutions. Organizations that provide recordkeeping or other
services to certain employee benefit or retirement plans that include the Fund
as an investment alternative may also be paid a fee.
The business days of the Fund and the Portfolio are the days the New York Stock
Exchange is open.
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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 instructions
relating to a Fund account from Morgan as shareholder servicing agent for the
customer. All purchase orders must be accepted by the Fund's Distributor.
Investors must be customers of Morgan or an Eligible Institution. Investors may
also be employer-sponsored retirement plans that have designated the Fund as an
investment option for the plans. Prospective investors who are not already
customers of Morgan may apply to become customers of Morgan for the 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 Fund reserves the right to determine the purchase
orders that it will accept.
MINIMUM INVESTMENT REQUIREMENTS. The Fund requires a minimum initial investment
in JPM Pierpont Shares of $100,000, except for investors who were shareholders
of a fund in The JPM Pierpont Funds as of September 29, 1995, for whom the
minimum initial investment is $10,000. The minimum subsequent investment for all
investors is $5,000. These minimum investment requirements may be waived for
certain investors, including investors for whom the Advisor is a fiduciary, who
are employees of the Advisor, who maintain related accounts with other funds in
the Trust, The JPM Pierpont Funds or the Advisor, who make investments for a
group of clients, such as financial advisors, trust companies and investment
advisors, or who maintain retirement accounts with the Fund.
PURCHASE PRICE AND SETTLEMENT. The Fund's shares are sold on a continuous basis
without a sales charge at the net asset value next determined after receipt of
an order. Prospective investors may purchase shares with the assistance of an
Eligible Institution that may establish its own terms, conditions and charges.
To purchase JPM Pierpont Shares, investors should request their Morgan
representative (or a representative of their Eligible Institution) to assist
them in placing a purchase order with the Fund's Distributor and to transfer
immediately available funds to the Fund's Distributor on the settlement date.
Any shareholder may also call J.P. Morgan Funds Services at (800) 521-5411 for
assistance in placing an order for shares. If the Fund or its agent receives a
purchase order prior to 4:00 P.M. New York time on any business day, the
purchase of Fund shares is effective and is made at the net asset value
determined that day, and the purchaser becomes a holder of record on the
following business day upon the Fund's receipt of payment in immediately
available funds. If the Fund or its agent receives a purchase order after 4:00
P.M. New York time, the purchase is effective and is made at the net asset value
determined on the next business day. The settlement date is generally the
business day after the purchase is effective. The purchaser will begin to
receive the daily dividends on the settlement date. See Dividends and
Distributions.
ELIGIBLE INSTITUTIONS. Shares may be sold to or through Eligible Institutions,
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 Fund. Organizations that provide recordkeeping or other services to certain
employee benefit or retirement plans that include the Fund as an investment
alternative may also be paid a fee.
The services provided by Eligible Institutions 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
9
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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 Eligible Institution, 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 Eligible Institution's clients may reasonably request
and agree upon with the Eligible Institution.
Although there is no sales charge levied directly by the Fund, Eligible
Institutions 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 Eligible Institutions but in all cases
will be retained by the Eligible Institution and not remitted to the Fund or
Morgan.
REDEMPTION OF SHARES
METHOD OF REDEMPTION. To redeem JPM Pierpont Shares, an investor may instruct
Morgan or his or her Eligible Institution, as appropriate, to submit a
redemption request to the Fund or may telephone J.P. Morgan Funds Services
directly at (800) 521-5411 and give the Shareholder Service Representative a
preassigned shareholder Personal Identification Number and the amount of the
redemption. The Fund executes effective redemption requests at the next
determined net asset value per share. See Net Asset Value.
A redemption request received by the Fund or its agent prior to 4:00 P.M. New
York time is effective on that day. A redemption request received after that
time becomes effective on the next business day. Proceeds of an effective
redemption are deposited on the settlement date in immediately available funds
to the shareholders's account at Morgan or at his Eligible Institution or, in
the case of certain Morgan customers, are mailed by check or wire transferred in
accordance with the customer's instructions. The redeemer will continue to
receive dividends on these shares through the day before the settlement date.
The settlement date is generally the next business day after a redemption is
effective and, subject to Further Redemption Information below, in any event is
within seven days. See Dividends and Distributions.
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 be required to recognize taxable gains or losses upon redeeming
shares.
MANDATORY REDEMPTION. If a redemption of JPM Pierpont Shares reduces the value
of a shareholder's account balance below the required initial minimum
investment, the Fund may redeem the remaining shares in the account 60 days
after providing written notice to the shareholder of the mandatory redemption.
An account will not be subject to mandatory redemption if the shareholder
purchases sufficient shares during the 60-day period to increase the account
balance to the required minimum investment amount.
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EXCHANGE OF SHARES
An investor may exchange JPM Pierpont Shares for JPM Institutional shares or
shares of any fund in The JPM Pierpont Funds or The JPM Institutional Funds
without charge subject to the same minimum investment requirements as are
applicable to purchases of shares of such funds. Shareholders should read the
prospectus of the fund into which they are exchanging and may only exchange
between fund accounts that are registered in the same name, address and taxpayer
identification number. An exchange is in effect a redemption from one fund or
class followed by a purchase of another fund and is therefore subject to the
requirements applicable to share purchases and redemptions. Exchanges may result
in the recognition of taxable gains or losses. The Fund reserves the right to
terminate or alter the terms of the exchange privilege at any time.
DIVIDENDS AND DISTRIBUTIONS
The Fund intends to distribute substantially all of its net investment income.
The net investment income of the Fund is declared as a dividend daily for each
class of shares outstanding immediately prior to the determination of the net
asset value per share ("NAV") of each class on that day and paid monthly. If an
investor's shares are redeemed during a month, accrued but unpaid dividends are
paid with the redemption proceeds. Net investment income for dividend purposes
consists of the income of the Fund less certain of the Fund's expenses and other
expenses directly attributable to such class. Fund expenses, including the fees
payable to Morgan, are accrued daily. Shares will accrue dividends as long as
they are issued and outstanding. Shares are issued and outstanding as of the
settlement date of a purchase order to the settlement date of a redemption
order.
Substantially all the realized net capital gains, if any, of the Fund are
declared and paid on an annual basis, except that an additional capital gains
distribution may be made in a given year to the extent necessary to avoid the
imposition of federal excise tax on the Fund.
The 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 the shareholder's Eligible Institution 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
The Fund computes the NAV of the JPM Pierpont Shares at 4:15 p.m. New York time
on each business day. The NAV of JPM Pierpont Shares is calculated by dividing
the net assets attributable to JPM Pierpont Shares by the number of JPM Pierpont
Shares outstanding.
TAXES
The Fund is treated as a separate entity for tax purposes. The Fund intends to
elect to be treated and qualify each year as a regulated investment company
under Subchapter M of the Code. To qualify as such, the Fund must, in addition
to other requirements, limit its investments so that at the close of each
quarter of its taxable year (a) no more than 25% of its total assets are
invested in the securities of any one issuer (other than U.S. Government
securities or the securities of other regulated investment companies), and (b)
with regard to 50% of its total assets, no more than 5% of its total assets are
invested in the securities of a single issuer. As a regulated investment
company, the Fund will not be subject to federal income or excise tax on any
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net investment income and net realized capital gains that are distributed to
shareholders in accordance with certain timing requirements of the Code.
The Fund intends to qualify to pay exempt-interest dividends to its shareholders
by having, at the close of each quarter of its taxable year, at least 50% of the
value of its total assets consist of tax exempt securities. An exempt-interest
dividend is that part of dividend distributions made by the Fund which consists
of interest received by the Fund on tax exempt securities. Exempt-interest
dividends received from the Fund will be treated for federal income tax purposes
as tax exempt interest income. However, an investor receiving Social Security or
railroad retirement benefits should consult his tax adviser to determine if an
investment in the Fund may affect the federal taxation of these benefits.
California does not tax any portion of such benefits. To the extent that
exempt-interest dividends are derived from interest on California Municipal
Securities, such distributions will also be exempt from California personal
income tax. However, these exempt-interest dividends may result in liability for
state and local taxes for individual shareholders subject to taxation by other
states and municipalities outside of California.
For federal income tax purposes, dividends other than exempt interest dividends
paid by the Fund from net investment income and the excess of net short-term
capital gain over net long-term capital loss will be taxable to its shareholders
as ordinary income. Dividends paid by the Fund from the excess of net long-term
capital gain over net short-term capital loss and designated by the Fund as
"capital gain dividends" will be taxable as long-term capital gains regardless
of how long shareholders have held their shares. These tax consequences will
apply whether distributions are received in additional shares or in cash.
Shareholders will be informed annually about the amount and character, for
federal and California personal income tax purposes, of distributions received
from the Fund.
For California personal income tax purposes, distributions derived from
investments other than California Municipal Securities and U.S. Government
securities that pay interest exempt from state personal income taxation, as well
as distributions from any net realized capital gains, will be taxable whether
taken in cash or reinvested in additional shares.
Interest on certain tax exempt municipal obligations issued after August 7, 1986
is a preference item for purposes of the alternative minimum tax applicable to
individuals and corporations. Under tax regulations to be issued, the portion of
the exempt-interest dividend of a regulated investment company that is allocable
to these obligations will be treated as a preference item for purposes of the
alternative minimum tax. To the extent that the Fund invests in California
Municipal Securities or other municipal securities the interest from which is
subject to federal alternative minimum tax, individual shareholders, depending
on their own tax status, may be subject to federal but not California
alternative minimum tax on that portion of the Fund's distributions attributable
to such income. An investment in the Fund may cause corporate investors to be
subject to (or increase their liability under) California corporate taxation.
Corporations should also be aware that interest on all municipal securities will
be included in calculating (i) adjusted current earnings for purposes of the
alternative minimum tax applicable to them, (ii) the additional tax imposed on
certain corporations by the Superfund Revenue Act of 1986, and (iii) the foreign
branch profits tax imposed on certain effectively connected earnings and profits
of U.S. branches of foreign corporations. Furthermore, special tax provisions
may apply to certain financial institutions and property and casualty insurance
companies, and they should consult their tax advisors before purchasing shares
of the Fund.
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Interest on indebtedness incurred or continued by a shareholder (whether a
corporation or an individual) to purchase or carry shares of the Fund is
generally not deductible. Investors who are, or are related to, "substantial
users" of bond-financed facilities should consult their tax advisors prior to
purchasing shares of the Fund.
The Fund generally will be required to recognize accrued income on its
investments in zero coupon bonds each taxable year, even though no corresponding
amount of cash may be received during that year, and may have to obtain cash
from other sources to enable it to satisfy certain income distribution
requirements applicable to the Fund under the Code.
Redemptions or exchanges of shares, whether for cash or in-kind, are taxable
events on which a shareholder may recognize a gain or loss. Any gain or loss
realized 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 a 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 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, any loss realized by a shareholder upon the
redemption or exchange of shares in the Fund held six months or less will be
disallowed to the extent of any exempt-interest dividends received by the
shareholder with respect to these shares.
Individuals and certain other shareholders may be subject to 31% backup
withholding of federal income tax on taxable distributions and the proceeds of
redemptions if they fail to furnish their correct taxpayer identification number
and certain certifications or if they are otherwise subject to backup
withholding.
The foregoing summarizes certain federal and California income tax consequences
of investing in the Fund. Shareholders are urged to consult their own tax
advisors concerning specific questions about federal, state and local taxes.
ADDITIONAL INFORMATION
SHAREHOLDER REPORTS AND CONFIRMATIONS. The Fund sends to its shareholders annual
and semiannual reports. The financial statements appearing in annual reports are
audited by independent accountants. Shareholders will also be sent confirmations
of each purchase and redemption transaction and monthly statements reflecting
all account activity.
TELEPHONE TRANSACTIONS. All shareholders are entitled to initiate redemptions
and other transactions by telephone. However, a transaction authorized by
telephone and reasonably believed by the Fund, Morgan, an Eligible Institution
or the Distributor to be genuine may result in a loss to the investor if the
transaction is not in fact genuine. The Fund will employ reasonable procedures
to confirm that investor instructions communicated by telephone are genuine.
These include requiring investors to give their personal identification numbers
and tape recording telephone instructions. If these procedures are not followed,
the Fund, Morgan, the investor's Eligible Institution or the Distributor may be
liable for any losses resulting from unauthorized or fraudulent instructions.
PERFORMANCE ADVERTISING. The Fund may advertise historical performance
information and compare its performance to other investments or relevant
indexes. An advertisement may also include data supplied by Lipper Analytical
Services, Inc., Micropal Inc., Morningstar Inc., Ibbotson Associates and other
industry publications.
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The Fund may advertise average annual total return and other forms of total
return data. Average annual total return is determined by computing the average
annual percentage change in value of $1,000 invested at NAV for specified
periods ending with the most recent calendar quarter. The total return
calculation assumes a complete redemption of the investment at the end of the
relevant period. The Fund may also advertise total return on a cumulative,
average, year-by-year or other basis for specified periods. The investment
results of JPM Pierpont Shares will fluctuate over time and should not be
considered a representation of performance in the future.
In addition, the Fund may advertise yield and "tax-equivalent yield." Yield
reflects the Fund's rate of income on portfolio investments as a percentage of
its NAV. The yield on JPM Pierpont Shares is computed by annualizing the result
of dividing the net investment income per share over a 30-day period by the NAV
on the last day of that period. Yield is calculated by accounting methods that
are standardized for all stock and bond funds and differ from the methods used
for other accounting purposes. Therefore, the yield on JPM Pierpont Shares may
not equal the income paid on these shares or the income reported in the Fund's
financial statements. Tax-equivalent yield shows the effect on performance of
the tax-exempt status of distributions received by the Fund. It reflects the
approximate yield that a taxable investment must earn for shareholders at stated
income levels to produce an after tax yield equivalent to the Fund's tax-exempt
yield.
Performance information may be obtained by calling Morgan at (800) 521-5411.
ORGANIZATION
The Trust was organized on August 15, 1996 as a Massachusetts business trust.
The Trust currently has three series of shares, including the Fund described in
this Prospectus. The Trustees have authorized two classes of shares of the Fund:
the JPM Pierpont Shares offered by this Prospectus and the JPM Institutional
Shares offered by a separate Prospectus. The JPM Pierpont Shares and the JPM
Institutional Shares are subject to different expenses, which may affect the
performance of each class. More information about the JPM Institutional Shares
may be obtained by calling (800) 766-7722. The Trustees reserve the right to
authorize and issue additional series and classes of shares.
Shareholders of the Fund are entitled to one full or fractional vote for each
dollar or fraction of a dollar invested in JPM Pierpont Shares. There is no
cumulative voting and shares have no preemption or conversion rights. The Trust
does not intend to hold meetings of shareholders annually. The Trustees will
call special meetings of shareholders to the extent required by the Trust's
Declaration of Trust or the 1940 Act. The 1940 Act requires the Trustees, under
certain circumstances, to call a meeting to allow shareholders to vote on the
removal of a Trustee and to assist shareholders in communicating with each
other.
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JPM PIERPONT SHARES:
CALIFORNIA BOND FUND
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, IN CONNECTION WITH THE OFFER CONTAINED IN THIS PROSPECTUS AND, IF
GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON
AS HAVING BEEN AUTHORIZED BY THE TRUST OR THE DISTRIBUTOR. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER BY THE TRUST OR BY THE DISTRIBUTOR TO SELL OR A
SOLICITATION OF ANY OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL FOR THE TRUST OR THE
DISTRIBUTOR TO MAKE SUCH AN OFFER IN SUCH JURISDICTION.
PROS238-972
PROSPECTUS
February 10, 1997
<PAGE>
PART C
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements:
The following financial statements are included in Part A:
Not applicable.
The following financial statements are included in Part B:
Tax Aware Equity Fund: Statement of Assets and Liabilities at November
4, 1996
Report of Independent Accountants
Tax Aware Disciplined Equity Fund: Statement of Assets and Liabilities
at November 4, 1996
Report of Independent Accountants
California Bond Fund: Statement of Assets and Liabilities at November
4, 1996
Report of Independent Accountants
(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)
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 Consent of independent accountants.(3)
13 Purchase agreement with respect to Registrant's initial shares.(2)
16 Schedule for computation of performance quotations.(2)
18 18f-3 Plan.(3)
<PAGE>
19 Powers of attorney.(2)
27.1 Financial data schedule.(3)
27.2 Financial data schedule.(3)
27.3 Financial data schedule.(3)
- -------------------
(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) Filed herewith.
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 January 8, 1997
Tax Aware Equity Fund: JPM Pierpont Shares: 1
Tax Aware Disciplined Equity Fund: JPM Pierpont Shares 21
California Bond Fund: JPM Institutional Shares: 8
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.
<PAGE>
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.
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.
Hanna H. Gray: President Emeritus, The University of Chicago (academic
institution). Her address is Department of History, The University of Chicago,
1126 East 59th Street, Chicago, IL 60637.
James R. Houghton: Retired Chairman, 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 Tenneco, Inc., P.O.
Box 2511, Houston, TX 77252-2511.
Lee R. Raymond: Chairman 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: 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
<PAGE>
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
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
<PAGE>
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 file a post-effective amendment, using
financials which need not be certified, within four to six months
following the commencement of public investment operations of each
Fund. The financial statements included in such amendment will be as of
and for the time period ended on a date reasonably close or as soon as
practicable to the date of the filing of the amendment.
(c) 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all of the
requirements for effectiveness of this registration statement pursuant to Rule
485(b) under the Securities Act of 1933 and 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 7th
day of February, 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 February 7, 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
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.
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT
EX-99.B11 Consents of independent accountants
EX-99.B18 18f-3 Plan
EX-27.1
to EX-27.3 Financial Data Schedules
[LOGO] 1177 Avenue of the Americas
New York, NY 10036
Telephone 212 596-7000
Facsimile 212 596-8910
Price Waterhouse LLP
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Statement of Additional Information
constituting part of this Post-Effective Amendment No. 2 to the registration
statement on Form N-1A (the "Registration Statement") of our reports dated
November 4, 1996, relating to the financial statements of Tax Aware Equity Fund,
Tax Aware Disciplined Equity Fund and California Bond Fund (constituting JPM
Series Trust), which appear in such Statement of Additional Information. We also
consent to the references to us under the headings "Financial Statements" and
"Independent Accountants" in such Statement of Additional Information.
/s/ Price Waterhouse LLP PRICE WATERHOUSE LLP 1177 Avenue of the Americas New
York, New York 10036
February 7, 1997
JPM SERIES TRUST (THE "TRUST")
RULE 18F-3 PLAN - CALIFORNIA BOND FUND (THE "FUND")
Rule 18f-3 (the "Rule") under the Investment Company Act of 1940, as
amended, requires that the Board of an investment company desiring to offer
multiple classes pursuant to the Rule adopt a plan setting forth the separate
arrangements and expense allocations of each class and any related conversion
features or exchange privileges. The differences in shareholder services and
expenses among these classes of shares, and the exchange features of each class,
are set forth below in this Plan, which is subject to change, to the extent
permitted by law and by the governing documents of the Trust, by action of the
Board of the Trust.
The Board, including a majority of the non-interested Board members of
the Trust, has determined that the following Plan is in the best interests of
each class individually and the Fund and the Trust as a whole:
1. Class Designation: Fund shares shall be divided into JPM Pierpont
Shares and JPM Institutional Shares.
2. Differences in Services. Morgan Guaranty Trust Company of New York
("Morgan"), under a Shareholder Servicing Agreement with the Trust, acting
directly or through an agent, will provide account administration and personal
and account maintenance services to Fund shareholders. These services include
but are not limited to assisting in the maintenance of accurate account records;
processing orders to purchase and redeem shares of the Fund; responding to
shareholder 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 the 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 Fund's transfer agent; transmitting
purchase and redemption orders to the Fund's transfer agent and arranging for
the wiring or other transfer of funds to and from customer accounts in
connection with orders to purchase or redeem shares; verifying purchase and
redemption orders, transfers among and changes in accounts; informing the Fund's
distributor of the gross amount of purchase orders for Fund shares; and
providing other related services. A more extensive array of personalized
shareholder services will be available to holders of Pierpont Shares. For these
services, Morgan will be paid at an annual rate of .05% and .25% of the average
daily net assets of the JPM Institutional Shares and the JPM Pierpont Shares,
respectively. Support services may also be provided by financial institutions,
financial advisers and qualified plans to customers and plan participants who
beneficially own JPM Pierpont Shares or JPM Institutional Shares.
3. Differences in Purchase and Sale Arrangements: JPM Pierpont Shares
are made available to the general public. JPM Institutional Shares are designed
for institutional investors and are available for purchase by financial
institutions investing on behalf of their customers and by qualified plans that
make the Fund an investment option for plan participants. The initial investment
and subsequent investment minimums applicable with respect to the JPM
Institutional Shares will generally be higher than the initial investment and
subsequent investment minimums applicable with respect to the JPM Pierpont
Shares.
4. Expense Allocation: Fees under the Shareholder Servicing Agreement
with Morgan will be allocated, to the extent practicable, on a class-by-class
basis. The shareholder servicing fees which are attributable to a particular
class will be charged directly to the net assets of the particular class and,
thus, borne on a pro rata basis by the outstanding shares of that class. All
<PAGE>
other Fund fees and expenses will be allocated in proportion to the net assets
of the Fund and will be borne on a pro rata basis by the outstanding shares of
the Fund, regardless of class.
5. Conversion Features: No class shall be subject to any automatic
conversion feature.
6. Exchange Privileges: JPM Pierpont Shares shall be exchangeable only
for shares of (a) the same class of other investment companies advised by
Morgan, and (b) any JPM Pierpont Fund. JPM Institutional Shares shall be
exchangeable only for shares of (i) the same class of other investment companies
advised by Morgan, and (ii) any JPM Institutional Fund.
7. Additional Information: This Plan is qualified by and subject to the
terms of the then current prospectus for the applicable class; PROVIDED,
HOWEVER, that none of the terms set forth in any such prospectus shall be
inconsistent with the terms of the classes contained in this Plan. The
prospectus for each class contains additional information about that class and
the Fundrquote s multiple class structure.
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE AUDITED
STATEMENT OF ASSETS AND LIABILITIES DATED NOVEMBER 4, 1996 FOR JPM SERIES
TRUST'S TAX AWARE EQUITY FUND AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENT. </LEGEND>
<CIK> 0001016937
<NAME> JPM SERIES TRUST
<SERIES>
<NUMBER> 001
<NAME> JPM PIERPONT SHARES OF TAX AWARE EQUITY FUND
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> OCT-31-1997
<PERIOD-START> NOV-04-1996
<PERIOD-END> NOV-04-1996
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 0
<RECEIVABLES> 0
<ASSETS-OTHER> 73
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 73
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 48
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 25
<SHARES-COMMON-STOCK> 2
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 25
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 2
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.00
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE AUDITED
STATEMENT OF ASSETS AND LIABILITIES DATED NOVEMBER 4, 1996 FOR JPM SERIES
TRUST'S TAX AWARE DISCIPLINED EQUITY FUND AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENT.
</LEGEND>
<CIK> 0001016937
<NAME> JPM SERIES TRUST
<SERIES>
<NUMBER> 002
<NAME> JPM PIERPONT SHARES OF TAX AWARE DISCIPLINED EQUITY FUND
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> OCT-31-1997
<PERIOD-START> NOV-04-1996
<PERIOD-END> NOV-04-1996
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 0
<RECEIVABLES> 0
<ASSETS-OTHER> 98
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 98
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 48
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 50
<SHARES-COMMON-STOCK> 5
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 50
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 5
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 5
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.00
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE AUDITED
STATEMENT OF ASSETS AND LIABILITIES DATED NOVEMBER 4, 1996 FOR JPM SERIES
TRUST'S CALIFORNIA BOND FUND AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANICAL STATEMENT. </LEGEND>
<CIK> 0001016937
<NAME> JPM SERIES TRUST
<SERIES>
<NUMBER> 003
<NAME> JPM INSTITUTIONAL SHARES OF CALIFORNIA BOND FUND
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-START> NOV-04-1996
<PERIOD-END> NOV-04-1996
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 0
<RECEIVABLES> 0
<ASSETS-OTHER> 73
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 73
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 48
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 25
<SHARES-COMMON-STOCK> 2
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 25
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 2
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.00
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
