JP MORGAN SERIES TRUST
497, 1999-10-29
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J.P. Morgan Funds
J.P. Morgan Institutional Funds
J.P. Morgan Series Trust
Supplement  dated  October 29, 1999 to the  following  Statements  of Additional
Information ("SAI"):

J.P. Morgan and J.P. Morgan Institutional International Equity Fund (combined
     SAIs), each dated March 1, 1999
J.P. Morgan and J.P. Morgan Institutional Emerging Markets Equity Fund (combined
     SAIs), each dated March 1, 1999
J.P. Morgan and J.P. Morgan Institutional International Opportunities Fund
     (combined SAIs), each dated March 1, 1999
J.P. Morgan and J.P. Morgan Institutional European Equity Fund (combined SAIs),
     each dated March 1, 1999
J.P. Morgan Prime Money Market Fund (combined SAI), dated March 1, 1999
J.P. Morgan Federal Money Market Fund (combined SAI), dated March 1, 1999
J.P. Morgan Tax Exempt Money Market Fund, dated March 1, 1999
J.P. Morgan Institutional and J.P. Morgan Institutional Service Prime Money
     Market Fund (combined SAIs), each dated March 1, 1999 (as revised July 22,
     1999)
J.P. Morgan Institutional and J.P. Morgan Institutional Service Federal Money
     Market Fund (combined SAIs), each dated March 1, 1999 (as revised July 22,
     1999)
J.P. Morgan Institutional and J.P. Morgan Institutional Service Tax Exempt Money
     Market Fund, each dated March 1, 1999 (as revised July 22, 1999)
J.P. Morgan Institutional and J.P. Morgan Institutional Service Treasury Money
     Market Fund (combined SAIs), each dated March 1, 1999 (as revised July 22,
     1999)
J.P. Morgan Prime Money Market  Reserves Fund (combined SAI),  dated May 3, 1999
     (as revised July 22, 1999)
J.P.  Morgan  Treasury  Money  Market  Reserves Fund (combined  SAI), dated May
     3,  1999 (as  revised  July 22,  1999)
J.P.  Morgan Institutional Bond Fund - Ultra, dated March 1, 1999
J.P. Morgan and J.P. Morgan Institutional Short Term Bond Fund  (combined  SAI),
     each dated August 2, 1999
J.P. Morgan and J.P. Morgan  Institutional  Bond Fund (combined SAI), each dated
     August 2, 1999
J.P. Morgan and J.P. Morgan  Institutional  Global Strategic Bond Fund (combined
     SAI), each dated August 2, 1999
J.P. Morgan California Bond Fund, dated March 1, 1999
J.P. Morgan and J.P. Morgan Institutional Disciplined Equity Fund  (combined
     SAI), each dated October 1, 1999
J.P.  Morgan and J.P.  Morgan Institutional U.S. Equity Fund (combined SAI),
     each dated October 1, 1999
J.P. Morgan and J.P. Morgan Institutional  U.S. Small Company Fund (combined
     SAI), each dated October 1, 1999
J.P.  Morgan U.S.  Small Company  Opportunities  Fund (combined SAI), dated
     October 1, 1999
J.P. Morgan Global 50 Fund, dated March 1, 1999

The last  sentence of the section  under the  heading  "Additional  Investments:
When-Issued and Delayed Delivery Securities" is deleted.


<PAGE>


J.P. Morgan Series Trust
Supplement  dated  October 29, 1999 to the  following  Statements  of Additional
Information:

J.P. Morgan Institutional Large Cap Growth Fund, dated October 1, 1999
J.P. Morgan Institutional SmartIndex Fund, dated October 1, 1999
J.P. Morgan Institutional Market Neutral Fund, dated October 1, 1999

The  following  replaces the section under the heading  "Custodian  and Transfer
Agent":

         The Bank of New York  ("BONY"),  One Wall  Street,  New York,  New York
         10286,  serves as the  Trust's  custodian  and fund  accounting  agent.
         Pursuant to the Custodian and Fund Accounting Agreement with the Trust,
         BONY is responsible for maintaining the books of account and records of
         the Fund's portfolio  transactions and holding portfolio securities and
         cash. The custodian maintains portfolio transaction records.

         State  Street Bank and Trust  Company  ("State  Street"),  225 Franklin
         Street, Boston, Massachusetts 02110, serves as the Trust's transfer and
         dividend  disbursing  agent. As transfer agent and dividend  disbursing
         agent,  State Street is responsible  for  maintaining  account  records
         detailing  the  ownership  of Fund  shares  and for  crediting  income,
         capital  gains and other  changes  in share  ownership  to  shareholder
         accounts.  Prior to October  18,  1999,  State  Street  also  served as
         custodian and fund accounting agent for the Trust.


<PAGE>


J.P. Morgan Series Trust
Supplement  dated  October 29, 1999 to the  following  Statement  of  Additional
Information ("SAI"):

J.P. Morgan Tax Aware Disciplined Equity Fund (combined SAI), dated October 1,
     1999
J.P. Morgan Tax Aware U.S. Equity (combined SAI), dated October 1, 1999

The  following  replaces the section under the heading  "Custodian  and Transfer
Agent":

         The Bank of New York  ("BONY"),  One Wall  Street,  New York,  New York
         10286,  serves as the  Trust's  custodian  and fund  accounting  agent.
         Pursuant to the Custodian and Fund Accounting Agreement with the Trust,
         BONY is responsible for maintaining the books of account and records of
         each Fund's portfolio transactions and holding portfolio securities and
         cash. The custodian maintains portfolio transaction records.

         State  Street Bank and Trust  Company  ("State  Street"),  225 Franklin
         Street, Boston, Massachusetts 02110, serves as the Trust's transfer and
         dividend  disbursing  agent. As transfer agent and dividend  disbursing
         agent,  State Street is responsible  for  maintaining  account  records
         detailing  the  ownership  of Fund  shares  and for  crediting  income,
         capital  gains and other  changes  in share  ownership  to  shareholder
         accounts.  Prior to October  18,  1999,  State  Street  also  served as
         custodian and fund accounting agent for the Trust.



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