JP MORGAN SERIES TRUST
497, 1999-04-29
Previous: MERIDIAN GOLD INC, 6-K, 1999-04-29
Next: UNIVISION COMMUNICATIONS INC, 10-Q, 1999-04-29




APRIL 1, 1999

PROSPECTUS
================================================================================

J.P. MORGAN
TAX AWARE ENHANCED INCOME FUND


- --------------------------------------------------------------------------------
Seeking high current after tax income consistent with principal  preservation by
investing in tax exempt and taxable fixed income securities.


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

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


Distributed by Funds Distributor, Inc.



                                                                        JPMorgan
<PAGE>

CONTENTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

<S>  <C>                                       <C>                                                             <C>

2    The fund's goal, investment approach,      J.P. MORGAN TAX AWARE ENHANCED INCOME FUND
     risks and expenses
                                                Fund description .............................................  2
                                                Investor expenses ............................................  3


4                                               FIXED INCOME MANAGEMENT APPROACH


                                                J.P. Morgan ..................................................  4
                                                Who may want to invest .......................................  4
                                                Fixed income investment process ..............................  5


6    Investing in the J.P. Morgan Tax Aware     YOUR INVESTMENT
     Enhanced Income Fund
                                                Investing through a financial professional ...................  6
                                                Investing directly ...........................................  6
                                                Opening your account .........................................  6
                                                Adding to your account .......................................  6
                                                Selling shares ...............................................  7
                                                Account and transaction policies .............................  7
                                                Dividends and distributions ..................................  8
                                                Tax considerations ...........................................  8



9    More about risk and the fund's             FUND DETAILS
     business operations
                                                Business structure ...........................................  9
                                                Management and administration ................................  9
                                                Risk and reward elements ..................................... 10
                                                Investments .................................................. 12


                                                FOR MORE INFORMATION ................................. back cover
</TABLE>

                                                                              1
<PAGE>

J.P. Morgan
TAX AWARE ENHANCED INCOME FUND
- --------------------------------------------------------------------------------
REGISTRANT: J.P. MORGAN SERIES TRUST
(J.P. MORGAN TAX AWARE ENHANCED INCOME FUND: SELECT SHARES)


- -------  RISK/RETURN SUMMARY
GRAPHIC For a more detailed  discussion of the fund's investments and their main
- ------- risks, as well as fund strategies, please see pages 10-13.

         GOAL
- ------- The fund's goal is to provide high current  after tax income  consistent
GRAPHIC with principal  preservation.  This goal can be changed  without -------
shareholder approval.

         INVESTMENT APPROACH
- ------- The fund invests in municipal  securities that J.P. Morgan believes have
GRAPHIC the  potential to provide high current  income that is free from federal
- ------- income tax. The fund also may invest in taxable fixed income securities,
including U.S. government and agency securities,  domestic and foreign corporate
bonds,   asset-backed  and   mortgage-related   securities,   and  money  market
instruments,  that J.P.  Morgan  believes have the  potential to provide  higher
current after tax income.  These  securities  may be of any maturity,  but under
normal  market  conditions  the fund's  duration  will range  between  three and
eighteen  months.  The fund's tax aware  investment  strategies are described on
page 4. For a  description  of  duration,  please  see fixed  income  investment
process on page 5.

Up to 25% of the fund's assets may be invested in foreign securities. All of the
securities  purchased  by the  fund,  at the  time of  purchase,  must be  rated
investment  grade  (BBB/Baa or better) by a  nationally  recognized  statistical
rating  organization  or the  unrated  equivalent,  including  at  least  75% in
securities rated A or better.

The fund's  share  price and total  return  will vary in  response to changes in
interest  rates.  How well the fund's  performance  compares  to that of similar
fixed income funds will depend on the success of the investment  process,  which
is described on page 5.

Although  any rise in  interest  rates is likely to cause a fall in the price of
fixed income securities,  the fund's comparatively short duration is designed to
help keep its share price within a relatively narrow range.  Because it seeks to
minimize risk, the fund will generally  offer less income and, during periods of
declining  interest rates,  may offer lower total returns than funds with longer
durations.  Because of the sensitivity of the fund's mortgage related securities
to changes in interest  rates,  the  performance and duration of the fund may be
more  volatile  than if it did not  hold  these  securities.  The  fund  may use
interest rate swaps, futures contracts and options to help manage duration.  The
fund's  tax  aware  strategies  may  reduce  your  taxable  income  but will not
eliminate it.  Maximizing  after tax income may require  trade-offs  that reduce
pre-tax income. To the extent the fund invests in foreign  securities,  it could
lose  money  because  of  foreign  government  actions,  political  instability,
currency fluctuations or lack of adequate and accurate information.

An  investment  in the fund is not a deposit  of any bank and is not  insured or
guaranteed by the Federal Deposit Insurance  Corporation or any other government
agency.  You could lose money if you sell when the fund's  share  price is lower
than when you invested.


PORTFOLIO MANAGEMENT


The fund's assets are managed by J.P. Morgan,  which currently manages over $316
billion, including more than $1.2 billion using similar strategies as the fund.

The portfolio management team is led by Richard W. Oswald, vice president, who
joined J.P. Morgan from CBS Inc. in 1996 where he served as treasurer, and
Daniel B. Mulvey, vice president, who has been at J.P. Morgan since 1991.


- --------------------------------------------------------------------------------
BEFORE YOU INVEST
Investors considering the fund should understand that:

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

o The fund does not represent a complete investment program.

2     J.P. MORGAN TAX AWARE ENHANCED INCOME FUND
<PAGE>

- --------------------------------------------------------------------------------
INVESTOR EXPENSES

The expenses of the fund before  reimbursement  are shown at right. The fund has
no sales, redemption,  exchange, or account fees, although some institutions may
charge you a fee for shares you buy through them. The annual fund expenses after
reimbursement are deducted from fund assets prior to performance calculations.


ANNUAL FUND OPERATING EXPENSES(1) (%)
(expenses that are deducted from fund assets)
- --------------------------------------------------------------------------------
Management fees                                                 0.25

Marketing (12b-1) fees                                          none

Other expenses(2)                                               0.54
- --------------------------------------------------------------------------------
TOTAL ANNUAL FUND
OPERATING EXPENSES(2)                                           0.79
- --------------------------------------------------------------------------------

EXPENSE EXAMPLE
- --------------------------------------------------------------------------------
The example below is intended to help you compare the cost of investing in the
fund with the cost of investing in other mutual funds. The example assumes:
$10,000 initial investment, 5% return each year, total operating expenses
(before reimbursement) unchanged, and all shares sold at the end of each time
period. The example is for comparison only; the fund's actual return and your
actual costs may be higher or lower.
- --------------------------------------------------------------------------------
                                                              1 yr.     3 yrs.
YOUR COST($)                                                   81         252
- --------------------------------------------------------------------------------


1    This table shows the fund's estimated  expenses for the current fiscal year
     ending  10/31/99,  before  reimbursement,  expressed as a percentage of the
     fund's estimated average net assets.


2    AFTER  REIMBURSEMENT,  OTHER EXPENSES AND TOTAL OPERATING  EXPENSES FOR THE
     CURRENT FISCAL YEAR ENDING 10/31/99 WILL BE 0.25% AND 0.50%,  RESPECTIVELY.
     This  reimbursement  arrangement  can be changed or  terminated at any time
     after 2/29/00 at the option of J.P. Morgan.




                             J.P. MORGAN TAX AWARE ENHANCED INCOME FUND       3
<PAGE>


FIXED INCOME MANAGEMENT APPROACH
- --------------------------------------------------------------------------------

J.P. MORGAN

Known for its commitment to proprietary research and its disciplined  investment
strategies,  J.P. Morgan is the asset management  choice for many of the world's
most  respected   corporations,   financial   institutions,   governments,   and
individuals. Today, J.P. Morgan employs over 300 analysts and portfolio managers
around  the world and has more than $316  billion  in assets  under  management,
including  assets  managed  by  the  fund's  advisor,   J.P.  Morgan  Investment
Management Inc.

J.P. MORGAN TAX AWARE ENHANCED INCOME FUND

The fund is designed to provide a high level of after tax current income,  price
stability and liquidity.  The fund's strategy may therefore  include  purchasing
both  municipal  obligations  that are exempt from federal income tax as well as
taxable  securities,  depending on which opportunity J.P. Morgan determines will
generate the highest  after tax income  (although  the fund intends to invest at
least 50% of its assets in tax exempt  securities).  It seeks to  capitalize  on
fundamental  and technical  opportunities  in the  different  markets to enhance
return.

- --------------------------------------------------------------------------------
WHO MAY WANT TO INVEST The fund is designed for investors who:

o   are in a high tax bracket and want to add a tax sensitive income investment
    to further diversify a portfolio

o   want an investment whose risk/return  potential is higher than that of money
    market funds but generally less than that of longer duration bond funds

   
o   want to emphasize after tax return
    

The fund is not designed for investors who:

o   are investing for aggressive long-term growth

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

o   are in a low tax bracket

4   FIXED INCOME MANAGEMENT APPROACH

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

FIXED INCOME INVESTMENT PROCESS
J.P. Morgan seeks to generate an information  advantage through the depth of its
global  fixed-income  research and the sophistication of its analytical systems.
Using a  team-oriented  approach,  J.P. Morgan seeks to gain insights in a broad
range of distinct areas and takes positions in many different areas, helping the
fund to limit exposure to concentrated sources of risk.

In managing the fund,  J.P.  Morgan  employs a three-step  process that combines
sector allocation,  fundamental research for identifying  portfolio  securities,
and duration management.

                         -------
                         GRAPHIC
                         -------
The fund invests across a range
of different types of securities

SECTOR  ALLOCATION  The sector  allocation  team meets  monthly,  analyzing  the
fundamentals of a broad range of sectors in which the fund may invest.  The team
seeks to enhance  performance and manage risk by underweighting or overweighting
sectors.

                         -------
                         GRAPHIC
                         -------
The fund makes its portfolio decisions as
described earlier in this prospectus

SECURITY SELECTION Relying on the insights of different  specialists,  including
credit analysts,  quantitative researchers,  and dedicated fixed income traders,
the portfolio managers make buy and sell decisions  according to the fund's goal
and strategy.

                         -------
                         GRAPHIC
                         -------
J.P. Morgan uses a disciplined process
to control the fund's sensitivity
to interest rates


DURATION  MANAGEMENT  Forecasting  teams use  fundamental  economic  factors  to
develop strategic  forecasts of the direction of interest rates.  Based on these
forecasts,   strategists   establish  the  fund's  target  duration,   a  common
measurement  of  a  security's  sensitivity  to  interest  rate  movements.  For
securities  owned by the fund,  duration  measures  the  average  time needed to
receive the present value of all  principal  and interest  payments by analyzing
cash flows and interest rate movements.  The fund's duration may be shorter than
the fund's average maturity because the maturity of a security only measures the
time until final payment is due. The fund's target  duration  typically  remains
relatively  short,  between three and eighteen months.  The strategists  closely
monitor the fund and make tactical adjustments as necessary.







                                        FIXED INCOME MANAGEMENT APPROACH     5
<PAGE>

YOUR INVESTMENT
- --------------------------------------------------------------------------------

For your convenience,  the J.P. Morgan Funds offer several ways to start and add
to fund investments.

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

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


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


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

o Mail in your application, making your initial investment as shown at right.

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

OPENING YOUR ACCOUNT
BY WIRE

o Mail your completed application to the Shareholder Services Agent.

o    Call the  Shareholder  Services  Agent to obtain an  account  number and to
     place a purchase order.  Funds that are wired without a purchase order will
     be returned uninvested.

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

State Street Bank & Trust Company
Routing number: 011-000-028
Credit: J.P. Morgan Funds
Account number: 9904-226-9
FFC: your account number, name of registered owner(s) and fund name

BY CHECK
o    Make out a check for the investment amount payable to J.P. Morgan Funds.

o    Mail the check with your completed  application to the Shareholder Services
     Agent.

BY EXCHANGE
o Call the Shareholder Services Agent to effect an exchange.

ADDING TO YOUR ACCOUNT
BY WIRE
o    Call the Shareholder  Services Agent to place a purchase order.  Funds that
     are wired without a purchase order will be returned uninvested.

o    Once you have placed your  purchase  order,  instruct your bank to wire the
     amount of your investment as described above.

BY CHECK
o    Make out a check for the investment amount payable to J.P. Morgan Funds.

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

BY EXCHANGE
o Call the Shareholder Services Agent to effect an exchange.

6    YOUR INVESTMENT
<PAGE>
- --------------------------------------------------------------------------------
SELLING SHARES

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

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

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

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

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

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

o    Mail the letter to the Shareholder Services Agent.

BY EXCHANGE
o Call the Shareholder Services Agent to effect an exchange.

REDEMPTION IN KIND
o    The  Fund  reserves  the  right to make  redemptions  of over  $250,000  in
     securities rather than in cash.

ACCOUNT AND TRANSACTION POLICIES

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

EXCHANGES  You may  exchange  shares in this fund for  shares in any other  J.P.
Morgan or J.P.  Morgan  Institutional  mutual fund at no charge  (subject to the
securities  laws of your  state).  When making  exchanges,  it is  important  to
observe any applicable minimums.  Keep in mind that for tax purposes an exchange
is considered a sale.

The fund may alter, limit, or suspend its exchange policy at any time.


BUSINESS HOURS AND NAV  CALCULATIONS  The fund's regular business days and hours
are the same as those of the New York Stock Exchange (NYSE). The fund calculates
its net asset  value  per  share  (NAV)  every  business  day as of the close of
trading on the NYSE (normally 4:00 p.m. eastern time). The fund's securities are
typically priced using pricing services or market quotes. When these methods are
not  available  or do not  represent a  security's  value at the time of pricing
(e.g.  when an event  occurs  after the close of trading  that would  materially
impact a security's value), the security is valued in accordance with the fund's
fair valuation procedures.


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

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

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

                                                            YOUR INVESTMENT   7
<PAGE>
- --------------------------------------------------------------------------------
TIMING OF SETTLEMENTS  When you buy shares,  you will become the owner of record
when the fund receives your payment, generally the day following execution. When
you sell shares,  proceeds are generally  available the day following  execution
and will be forwarded according to your instructions.

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

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

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

DIVIDENDS AND DISTRIBUTIONS
The fund typically declares income dividends daily and pays them monthly.  If an
investor's  shares are redeemed during the month,  accrued but unpaid  dividends
are paid with the redemption proceeds.  Shares of the fund earn dividends on the
business  day  the  purchase  is  effective,  but  not on the  business  day the
redemption is effective.  The fund  distributes  capital  gains,  if any, once a
year.  However,  the fund  may make  more or  fewer  payments  in a given  year,
depending on its  investment  results and its tax  compliance  situation.  These
dividends and distributions  consist of most or all of the fund's net investment
income and net realized capital gains.

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

TAX CONSIDERATIONS
In general, selling shares, exchanging shares, and receiving distributions
(whether reinvested or taken in cash) are all taxable events. These transactions
typically create the following tax liabilities:
- --------------------------------------------------------------------------------
Transaction                                     Tax status
- --------------------------------------------------------------------------------
Income dividends on                             Generally tax exempt
municipal obligations
- --------------------------------------------------------------------------------
Income dividends on                             Ordinary income
taxable securities
- --------------------------------------------------------------------------------
Short-term capital gains                        Ordinary income
distributions
- --------------------------------------------------------------------------------
Long-term capital gains                         Capital gains
distributions
- --------------------------------------------------------------------------------
Sales or exchanges of                           Capital gains or
shares owned for more                           losses
than one year
- --------------------------------------------------------------------------------
Sales or exchanges of                           Gains are treated as ordinary
shares owned for one year                       income; losses are subject
or less                                         to special rules

Because  long-term  capital  gains  distributions  are taxable as capital  gains
regardless of how long you have owned your shares,  you may want to avoid making
a substantial  investment when the fund is about to declare a long-term  capital
gains  distribution.  A portion of the fund's returns may be subject to federal,
state, or local tax, or the alternative minimum tax.

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

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

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

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

8     YOUR INVESTMENT
<PAGE>

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

BUSINESS STRUCTURE
The fund is a series of J.P.  Morgan  Series  Trust,  a  Massachusetts  business
trust.  Information  about  other  series or  classes  is  available  by calling
1-800-521-5411.  In the future,  the trustees could create other series or share
classes, which would have different expenses.

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

J.P. Morgan, subject to the expense reimbursements described earlier in this
prospectus, receives the following fees for investment advisory and other
services:


ADVISORY SERVICES                         0.25% of the fund's average net
                                          assets
- --------------------------------------------------------------------------------
ADMINISTRATIVE SERVICES                   Fund's prorata portion of
(fee shared with Funds                    0.09% of the first $7 billion
Distributor, Inc.)                        of average net assets in
                         J.P. Morgan-advised portfolios,
                        plus 0.04% of average net assets
                                 over $7 billion
- --------------------------------------------------------------------------------
SHAREHOLDER SERVICES                      0.25% of the fund's average
                                          net assets


J.P. Morgan may pay fees to certain firms and professionals for providing
recordkeeping or other services in connection with investments in the fund.


YEAR 2000 Fund operations and  shareholders  could be adversely  affected if the
computer  systems used by J.P.  Morgan,  the fund's other service  providers and
other entities with computer  systems linked to the fund do not properly process
and  calculate  the date January 1, 2000 and dates  thereafter.  J.P.  Morgan is
working to avoid these  problems  and to obtain  assurances  from other  service
providers that they are taking similar  steps.  However,  it is not certain that
these actions will be sufficient  to prevent  these  date-related  problems from
adversely impacting fund operations and shareholders. In addition, to the extent
that  operations  of  issuers of  securities  held by the fund are  impaired  by
date-related  problems  or prices of  securities  decline as a result of real or
perceived  date-related  problems of issuers held by the fund or generally,  the
net asset value of the fund will decline.





                                                            FUND DETAILS    9

<PAGE>

- --------------------------------------------------------------------------------
RISK AND REWARD ELEMENTS

This table  discusses the main elements that make up the fund's overall risk and
reward  characteristics.  It also outlines the fund's  policies  toward  various
investments, including those that are designed to help the fund manage risk.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
POTENTIAL RISKS                        POTENTIAL REWARDS                    POLICIES TO BALANCE RISK AND REWARD
- ------------------------------------------------------------------------------------------------------------------------------------
MARKET CONDITIONS
<S>                                    <C>                                 <C>
o The fund's share price, yield,       o Bonds have generally               o Under normal circumstances the fund
plans to remain
  and total return will fluctuate        outperformed money market            fully invested in bonds and other
fixed income
  in response to bond market             investments over the long term,      securities as noted in the table on
pages 12-13
  movements  with  less  risk  than  stocks o The fund  seeks to limit  risk and
enhance after tax o The value of most bonds will o Most bonds will rise in value
yields through careful management, sector allocation,
  fall when interest rates rise;         when interest rates fall             individual securities selection, and
duration
  the longer a bond's maturity and     o Mortgage-backed and
management
  the lower its credit quality, the      asset-backed securities can offer  o During severe market downturns, the
fund has the
  more its value typically falls         attractive returns                   option of investing up to 100% of
assets in
o Adverse market conditions may                                               investment-grade short-term
securities
  from time to time cause the fund                                          o J.P. Morgan monitors interest rate
trends, as well
  to take temporary defensive                                                 as geographic and demographic
information related to
  positions that are inconsistent                                             mortgage-backed securities and
mortgage prepayments
  with its principal investment
  strategies and may hinder the
  fund from achieving its
  investment objective
o Mortgage-backed and
  asset-backed securities
  (securities representing an
  interest in, or secured by, a
  pool of mortgages or other assets such as receivables)  could generate capital
  losses or periods of low yields if they are paid off substantially  earlier or
  later than anticipated
- ------------------------------------------------------------------------------------------------------------------------------------
MANAGEMENT CHOICES

o The fund could underperform its      o The fund could outperform its      o J.P. Morgan focuses its active
management on those
  benchmark due to its sector,           benchmark due to these same          areas where it believes its commitment
to research can
  securities, or duration choices        choices                              most enhance after tax income and
manage risks in a
o The fund could generate lower                                               consistent
way
  after tax income if its              o An optimal allocation could
  taxable/tax exempt allocation is       enhance after tax income
  not optimal
- ------------------------------------------------------------------------------------------------------------------------------------
CREDIT QUALITY

o The default of an issuer would       o Investment-grade bonds have a      o The fund maintains its own policies
for balancing
  leave the fund with unpaid             lower risk of default                credit quality against potential
yields and gains in
  interest or principal                                                       light of its investment
goals
                                                                            o J.P. Morgan develops its own ratings
of unrated
                                                                              securities and makes a credit quality
determination
                                                                              for unrated
securities
- ------------------------------------------------------------------------------------------------------------------------------------
SHORT-TERM TRADING

o Increased  trading  would raise o The fund could  realize  gains in o The fund
anticipates a portfolio turnover rate of
  the fund's transaction costs           a short period of time               approximately
300%
o Increased short-term
capital
  gains distributions would raise      o The fund could protect against     o The fund generally avoids short-term
trading, except
  shareholders' income tax               losses if a bond is overvalued       to take advantage of attractive or
unexpected
  liability                              and its value later falls            opportunities or to meet demands
generated by
                                                                              shareholder
activity
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

10    FUND DETAILS

<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
POTENTIAL RISKS                        POTENTIAL REWARDS                      POLICIES TO BALANCE RISK AND REWARD
- ------------------------------------------------------------------------------------------------------------------------------------
FOREIGN INVESTMENTS
<S>                                    <C>                                   <C>
o The fund could lose money            o Foreign bonds, which represent a     o Foreign bonds may be a significant
investment
  because of foreign government          major portion of the world's fixed     (25% of assets) for the
fund
  actions, political instability, or     income securities,
offer
  lack of adequate and accurate          attractive potential performance     o To the extent that the fund invests
in foreign
  information                            and opportunities for                  bonds, it will hedge its currency
exposure into
                                         diversification                        the U.S. dollar (see also
"Derivatives")
o Currency exchange rate movements     o Favorable exchange rate
  could reduce gains or create           movements could generate gains or
  losses                                 reduce losses
- ------------------------------------------------------------------------------------------------------------------------------------
DERIVATIVES

o Derivatives such as futures,         o Hedges that correlate well with      o The fund uses derivatives such as
futures,
  options, swaps and forward foreign     underlying positions can reduce or     options, swaps and forward foreign
currency
  currency contracts that are used       eliminate losses at low cost           contracts for hedging and for risk
management
  for hedging the portfolio or         o The fund could make money and          (i.e., to adjust duration or to
establish or
  specific securities may not fully      protect against losses if              adjust exposure to particular
securities, markets,
  offset the underlying positions(1)     management's analysis proves           or
currencies)
  and this could result in losses to
correct
  the fund that would not have         o Derivatives that involve             o The fund only establishes hedges
that it expects
  otherwise occurred                     leverage could generate                will be highly correlated with
underlying
o Derivatives used for risk              substantial gains at low cost
positions
  management may not have
the
  intended effects and may result in                                          o While the fund may use derivatives
that
  losses or missed opportunities                                                incidentally involve leverage, it
does not use
o The counterparty to a                                                         them for the specific purpose of
leveraging the
  derivatives contract could default
portfolio
o Certain types of derivatives
  involve costs to the fund which
  can reduce returns
o Derivatives that involve
  leverage could magnify losses
- ------------------------------------------------------------------------------------------------------------------------------------
SECURITIES LENDING


o When a fund lends a security,        o A fund may enhance income            o J.P. Morgan maintains a list of
approved
  there is a risk that the loaned        through the investment of the
borrowers
  securities may not be returned if      collateral received from the         o The fund receives collateral equal
to at least
  the borrower defaults                  borrower                               100% of the current value of
securities loaned
o The collateral will be subject                                              o The lending agents indemnify a fund
against
  to the risks of the securities in                                             borrower
default
  which it is invested                                                        o J.P. Morgan's collateral investment
guidelines
                                                                                limit the quality and duration of
collateral
                                                                                investment to minimize
losses
                                                                              o Upon recall, the borrower must
return the
                                                                                securities loaned within the normal
settlement

period
- ------------------------------------------------------------------------------------------------------------------------------------
ILLIQUID HOLDINGS


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

o When the fund buys securities        o The fund can take advantage of       o The fund uses segregated accounts to
offset
  before issue or for delayed            attractive transaction                 leverage
risk
  delivery, it could be exposed to       opportunities
  leverage risk if it does not use
  segregated accounts
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) A futures  contract  is an  agreement  to buy or sell a set  quantity  of an
    underlying instrument at a future date, or to make or receive a cash payment
    based on the value of a securities  index.  An option is the right to buy or
    sell a set quantity of an underlying  instrument at a predetermined price. A
    swap is a privately  negotiated agreement to exchange one stream of payments
    for another.  A forward foreign currency contract is an obligation to buy or
    sell a given currency on a future date and at a set price.

                                                              FUND DETAILS  11

<PAGE>

- --------------------------------------------------------------------------------
INVESTMENTS

This table discusses the customary types of investments which can be held by the
fund. In each case the principal  types of risk are listed on the following page
(see below for definitions).This table reads across two pages.


- --------------------------------------------------------------------------------
ASSET-BACKED  securities Interests in a stream of payments from specific assets,
such as auto or credit card receivables.
- --------------------------------------------------------------------------------
BANK OBLIGATIONS Negotiable  certificates of deposit, time deposits and bankers'
acceptances of domestic and foreign issuers.
- --------------------------------------------------------------------------------
COMMERCIAL PAPER Unsecured short term debt issued by domestic and foreign banks
or corporations. These securities are usually discounted and are rated by S&P or
Moody's.
- --------------------------------------------------------------------------------
CONVERTIBLE  SECURITIES  Domestic  and  foreign  debt  securities  that  can  be
converted into equity securities at a future time and price.
- --------------------------------------------------------------------------------
CORPORATE  BONDS Debt  securities of domestic and foreign  industrial,  utility,
banking, and other financial institutions.
- --------------------------------------------------------------------------------
MORTGAGES (DIRECTLY HELD) Domestic debt instrument which gives the lender a lien
on property as security for the loan payment.
- --------------------------------------------------------------------------------
MORTGAGE-BACKED SECURITIES Domestic and foreign securities (such as Ginnie Maes,
Freddie Macs, Fannie Maes) which represent interests in pools of mortgages,
whereby the  principal  and interest  paid every month is passed  through to the
holder of the securities.
- --------------------------------------------------------------------------------
MORTGAGE DOLLAR ROLLS The sale of mortgage-backed securities with the promise to
purchase similar securities at a later date. Segregated accounts are used to
offset leverage risk.
- --------------------------------------------------------------------------------
PARTICIPATION INTERESTS Interests that represent a share of bank debt or similar
securities or obligations.
- --------------------------------------------------------------------------------
PRIVATE  PLACEMENTS  Bonds or other  investments  that are sold  directly  to an
institutional investor.
- --------------------------------------------------------------------------------
REITS AND OTHER  REAL-ESTATE  RELATED  INSTRUMENTS  Securities  of issuers  that
invest in real estate or are secured by real estate.
- --------------------------------------------------------------------------------
<PAGE>


REPURCHASE  AGREEMENTS  Contracts whereby the fund agrees to purchase a security
and resell it to to the seller on a particular date and at a specific price.
- --------------------------------------------------------------------------------
REVERSE REPURCHASE AGREEMENTS Contracts whereby the fund sells a security and
agrees to repurchase it from the buyer on a particular date and at a specific
price. Considered a form of borrowing.
- --------------------------------------------------------------------------------
SOVEREIGN DEBT, BRADY BONDS, AND DEBT OF SUPRANATIONAL  ORGANIZATIONS Dollar- or
non-dollar-denominated securities issued by foreign governments or supranational
organizations. Brady bonds are issued in connection with debt restructurings.
- --------------------------------------------------------------------------------
SWAPS Contractual agreement whereby a party agrees to exchange periodic payments
with a counterparty. Segregated accounts are used to offset leverage risk.
- --------------------------------------------------------------------------------
TAX  EXEMPT  MUNICIPAL  SECURITIES  Securities,   generally  issued  as  general
obligation and revenue bonds, whose interest is exempt from federal taxation and
state and/or local taxes in the state where the securities were issued.
- --------------------------------------------------------------------------------
U.S. GOVERNMENT SECURITIES Debt instruments (Treasury bills, notes, and bonds)
guaranteed by the U.S. government for the timely payment of principal and
interest.
- --------------------------------------------------------------------------------
ZERO COUPON, PAY-IN-KIND, AND DEFERRED PAYMENT SECURITIES Domestic and foreign
securities offering non-cash or delayed-cash payment. Their prices are typically
more  volatile  than those of some other debt  instruments  and involve  certain
special tax considerations.
- --------------------------------------------------------------------------------
RISK RELATED TO CERTAIN INVESTMENTS HELD BY J.P. MORGAN FIXED INCOME FUNDS:

CREDIT RISK The risk a financial  obligation  will not be met by the issuer of a
security  or  the  counterparty  to a  contract,  resulting  in a  loss  to  the
purchaser.

CURRENCY RISK The risk currency  exchange rate  fluctuations may reduce gains or
increase losses on foreign investments.

ENVIRONMENTAL  RISK The risk that an owner or  operator  of real  estate  may be
liable for the costs  associated with hazardous or toxic  substances  located on
the property.

EXTENSION  RISK The risk a rise in  interest  rates  will  extend  the life of a
mortgage-backed  security to a date later than the anticipated  prepayment date,
causing the value of the investment to fall.

INTEREST RATE RISK The risk a change in interest rates will adversely affect the
value of an investment.  The value of fixed income securities generally moves in
the opposite direction of interest rates (decreases when interest rates rise and
increases when interest rates fall).

LEVERAGE  RISK The risk of gains or losses  disproportionately  higher  than the
amount invested.

12   FUND DETAILS
<PAGE>
- --------------------------------------------------------------------------------
*   Permitted - bold

o   Permitted, but not typically used

                            Principal Types of Risk
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
<S>                                                                                     <C>

credit, interest rate, market, prepayment                                                 *
- ----------------------------------------------------------------------------------------------
credit, currency, liquidity, political                                                    *(1)
- ----------------------------------------------------------------------------------------------
credit, currency, interest rate, liquidity, market, political                             *(1)
- ----------------------------------------------------------------------------------------------
credit, currency, interest rate, liquidity, market, political, valuation                  *(1)
- ----------------------------------------------------------------------------------------------
credit, currency, interest rate, liquidity, market, political, valuation                  *(1)
- ----------------------------------------------------------------------------------------------
credit, environmental, extension, interest rate, liquidity, market,                       o
natural event, political, prepayment, valuation
- ----------------------------------------------------------------------------------------------
credit, currency, extension, interest rate, leverage, market, political,                  *(1)
prepayment
- ----------------------------------------------------------------------------------------------
credit, currency, extension, interest rate, leverage, liquidity, market, political,       o(1)
prepayment
- ----------------------------------------------------------------------------------------------
credit, currency, extension, interest rate, liquidity, political, prepayment              *
- ----------------------------------------------------------------------------------------------
credit, interest rate, liquidity, market, valuation                                       *
- ----------------------------------------------------------------------------------------------
credit, environmental, interest rate, liquidity, market, natural event, prepayment,
valuation                                                                                 *
- ----------------------------------------------------------------------------------------------
credit                                                                                    *
- ----------------------------------------------------------------------------------------------
credit                                                                                    o(2)
- ----------------------------------------------------------------------------------------------
credit, currency, interest rate, market, political                                        *(1)
- ----------------------------------------------------------------------------------------------
credit, currency, interest rate, leverage, market, political                              *
- ----------------------------------------------------------------------------------------------
credit, interest rate, market, natural event, political                                   *
- ----------------------------------------------------------------------------------------------
interest rate                                                                             *
- ----------------------------------------------------------------------------------------------
credit, currency, interest rate, liquidity, market, political, valuation                  *(1)
- ----------------------------------------------------------------------------------------------
</TABLE>
LIQUIDITY  RISK The risk the holder may not be able to sell the  security at the
time or price it desires.


MARKET  RISK The risk that when the market as a whole  declines,  the value of a
specific investment will decline proportionately. This systematic risk is common
to all investments and the mutual funds that purchase them.

NATURAL EVENT RISK The risk a natural  disaster,  such as a hurricane or similar
event,  will cause severe  economic losses and default in payments by the issuer
of the security.

POLITICAL RISK The risk  governmental  policies or other political  actions will
negatively impact the value of the investment.

PREPAYMENT  RISK The risk  declining  interest  rates will result in  unexpected
prepayments, causing the value of the investment to fall.

VALUATION  RISK The risk the  estimated  value of a security  does not match the
actual amount that can be realized if the security is sold.

1  All foreign securities in the aggregate may not exceed 25% of the fund's
   assets.

2  All forms of borrowing (including  securities lending,  mortgage dollar rolls
   and reverse  repurchase  agreements) are limited in the aggregate and may not
   exceed 33 1/3% of the fund's total assets.

                                                             FUND DETAILS   13
<PAGE>
- --------------------------------------------------------------------------------
FOR MORE INFORMATION

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

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

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

Copies of the current versions of these documents,  along with other information
about the fund, may be obtained by contacting:

J.P. MORGAN TAX AWARE ENHANCED INCOME FUND
J.P. Morgan Funds Services
522 Fifth Avenue
New York, NY 10036
Telephone:  1-800-521-5411
Hearing impaired:  1-888-468-4015
Email:  [email protected]

Text-only  versions of these documents and this  prospectus are available,  upon
payment of a duplicating  fee, from the Public  Reference Room of the Securities
and Exchange Commission in Washington,  D.C.  (1-800-SEC-0330) and may be viewed
on-screen or downloaded from the SEC's Internet site at http://www.sec.gov.  The
fund's  investment  company and 1933 Act registration  numbers are 811-07795 and
333-11125.

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

JPMorgan
- ----------------------------------------------------------------------
J.P. MORGAN FUNDS

Advisor                                        Distributor
J.P. Morgan Investment Management Inc.         Funds Distributor, Inc.
522 Fifth Avenue                               60 State Street
New York, NY 10036                             Boston, MA 02109
1-800-521-5411                                 1-800-221-7930




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission