JP MORGAN SERIES TRUST
485BPOS, 2000-08-31
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As filed with the U.S. Securities and Exchange Commission on August 31, 2000


                     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. 29

                                            AND

            REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

                                AMENDMENT NO. 30

                               J.P. MORGAN SERIES TRUST
                              (formerly 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

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

      Copy to:      John E. Baumgardner, Jr., 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 [  ] pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph  (a)(i)
[ ] on [] pursuant to paragraph  (a)(i)
[ ] 75 days after filing pursuant to paragraph (a)(ii)
[] on [   ] pursuant to paragraph (a)(ii) of Rule 485.


<PAGE>


PART A



--------------------------------------------------------------------------------
                                                SEPTEMBER 1, 2000  |  PROSPECTUS
--------------------------------------------------------------------------------

J.P. MORGAN GLOBAL HEALTHCARE FUND








                                           -------------------------------------
                        Seeking high total return from a
                      portfolio of global equity securities
                            in the healthcare sector

This prospectus  contains  essential  information for anyone  investing in these
funds. 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 for anyone to state or suggest otherwise.

Distributed by Funds Distributor, Inc.                                  JPMorgan


<PAGE>



CONTENTS
--------------------------------------------------------------------------------

2   | The fund's goal, principal strategies, principal risks and expenes

J.P. MORGAN GLOBAL HEALTHCARE FUND
Fund description ...........................................................   2
Investor expenses ..........................................................   3

4 |

GLOBAL EQUITY MANAGEMENT APPROACH
J.P. Morgan ................................................................   4
J.P. Morgan Global Healthcare Fund .........................................   4
Who may want to invest .....................................................   4
Global equity investment process ...........................................   5

6 |  Investing in the J.P. Morgan Healthcare Funds

YOUR INVESTMENT
Investing through a financial professional .................................   6
Investing through an employer-sponsored retirement plan ....................   6
Investing through an IRA or rollover IRA ...................................   6
Investing directly .........................................................   6
Opening 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 business operations

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

FOR MORE INFORMATION ................................................ back cover





<PAGE>

J.P. MORGAN GLOBAL HEALTHCARE FUND

[GRAPHIC OMITTED]
RISK/RETURN SUMMARY
For a more detailed  discussion of the fund's investments and its main risks, as
well as fund strategies, please see pages 10-12.

[GRAPHIC OMITTED]
GOAL
The  fund  seeks to  provide  high  total  return  from a  portfolio  of  equity
securities in the healthcare sector worldwide.  This goal can be changed without
shareholder approval.

[GRAPHIC OMITTED]
INVESTMENT APPROACH
Principal Strategies

The fund invests primarily in equity securities of U.S. and foreign healthcare
Companies. The fund will invest primarily in four sub-sectors:  pharmaceuticals,
biotechnology,  medical  technology and health care services.  These investments
may  include,  for  example,  companies  principally  engaged  in:  the  design,
manufacture  or sale of products or services  used for, or in  connection  with,
health care, medicine, and agricultural  chemicals;  research and development of
pharmaceutical  products and services;  the manufacture  and/or  distribution of
biotechnological  and biomedical  products,  including devices,  instruments and
drug delivery systems; and the operation of healthcare facilities.  There are no
prescribed limits on the weightings of securities in any particular subsector or
in any individual company.

The fund may invest in securities of companies from any geographical region, but
intends to invest primarily in securities of companies in developed markets. The
fund may also invest to a lesser extent in emerging markets.

The  fund  may  invest  substantially  in  securities   denominated  in  foreign
currencies  and actively  seeks to enhance  returns  through  managing  currency
exposure.  To the extent the fund  hedges its  currency  exposure  into the U.S.
dollar,  it may reduce the effects of currency  fluctuations.  The fund also may
hedge  from  one  foreign  currency  to  another,   although   emerging  markets
investments are typically unhedged.

Under normal market conditions,  the fund will remain fully invested.  Using its
global perspective,  J.P. Morgan uses the investment process described on page 5
to identify those stocks which in its view have an exceptional return potential.

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

The fund is  non-diversified  and may invest in fewer  stocks than other  global
equity funds. This  concentration  increases the risk and potential of the fund.
With a concentrated portfolio

<PAGE>


TICKER SYMBOL:
--------------------------------------------------------------------------------
REGISTRANT: J.P. MORGAN SERIES TRUST
(J.P. MORGAN GLOBAL HEALTHCARE FUND:
SELECT SHARES)

PORTFOLIO MANAGEMENT
The  fund's  assets  are  managed  by  J.P.  Morgan,   which  currently  manages
approximately  $369  billion,  including  more than $ 2.6 billion  using similar
strategies as the fund.

The portfolio  management team is led by Andrew Cormie, vice president,  who has
been an international  equity portfolio  manager since 1977 and employed by J.P.
Morgan since 1984,  Shawn Lytle,  vice president,  who has been an international
equity portfolio  manager since 1998 and employed by J.P. Morgan since 1992, and
Bertrand  Biragnet,  vice president,  an international  portfolio  manager since
joining J.P. Morgan in 1996. Prior to joining Morgan, Mr. Biragnet worked at the
European Center for Particle  Physics in Geneva and T. Hoare & Co.  stockbrokers
in London.

--------------------------------------------------------------------------------
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 GLOBAL HEALTHCARE FUND


<PAGE>

of  securities,  it is  possible  that  the fund  could  have  returns  that are
significantly  more  volatile  than  relevant  market  indices  and other,  more
diversified  mutual funds.  Because the fund holds a relatively  small number of
securities, a large movement in the price of a stock in the portfolio could have
a larger impact on the fund's share price than would occur if the fund held more
securities.

Because the fund's  investments are concentrated in the healthcare  sector,  the
value of its shares will be  affected  by factors  unique to this sector and may
fluctuate  more  widely  than that of a fund which  invests in a broad  range of
industries.  Healthcare  companies  are  subject to  government  regulation  and
approval of their products and services,  which can have a significant effect on
their market  price.  The types of products or services  produced or provided by
these companies may quickly become  obsolete.  Moreover,  liability for products
that are later alleged to be harmful or unsafe may be substantial,  and may have
a  significant  impact on the  healthcare  company's  market  value and/or share
price.   Biotechnology   and   related   companies   are   affected   by  patent
considerations,  intense competition,  rapid technology change and obsolescence,
and regulatory requirements of various federal and state agencies. In addition,
many of these  companies are relatively  small and may trade less frequently and
have less publicly available information,  may not yet offer products or offer a
single product, and may have persistent losses during a new product's transition
from development to production or erratic revenue patterns.  The stock prices of
these companies are very volatile,  particularly  when their products are up for
regulatory approval and/or under regulatory scrutiny.

In general, international investing involves higher risks than investing in U.S.
markets. Foreign markets tend to be more volatile than those of the U.S., and
changes in currency  exchange  rates could impact  market  performance.  Foreign
securities are generally riskier than their domestic  counterparts.  These risks
are higher in  emerging  markets.  You should be prepared to ride out periods of
underperformance.

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.


<PAGE>


--------------------------------------------------------------------------------
INVESTOR EXPENSES
The estimated  expenses of the fund before and after  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
estimated 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                                                 1.25
Distribution (Rule 12b-1) fees                                  none
Other expenses                                                  0.79
--------------------------------------------------------------------------------
Total operating expenses                                        2.04
Fee waiver and
expense reimbursement(2)                                        0.54
--------------------------------------------------------------------------------
Net expenses(2)                                                 1.50
--------------------------------------------------------------------------------

Expense example(2)
--------------------------------------------------------------------------------

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,  net expenses for the period
9/1/00 through 2/28/02 and total operating expenses  thereafter,  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($)                                              153            560
--------------------------------------------------------------------------------


(1)  This table shows the fund's estimated expenses expressed as a percentage of
     the fund's estimated average net assets.

(2)  Reflects an agreement  dated 9/1/00 by Morgan Guaranty Trust Company of New
     York,  an affiliate  of J.P.  Morgan,  to reimburse  the fund to the extent
     total operating  expenses  (excluding  interest,  taxes, and  extraordinary
     expenses)  exceed  1.50% of the fund's  average  daily net  assets  through
     2/28/02.


                                          J.P. MORGAN GLOBAL HEALTHCARE FUND | 3


<PAGE>

GLOBAL EQUITY 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 420 analysts and portfolio managers
around  the world and has more than $369  billion  in assets  under  management,
including  assets  managed  by  the  fund's  adviser,   J.P.  Morgan  Investment
Management Inc.

J.P. MORGAN GLOBAL HEALTHCARE FUND
--------------------------------------------------------------------------------
The fund invests primarily in stocks and other equity securities of U.S. and
foreign  companies  who  derive  at  least  50% of their  revenues  from or have
invested 50% of their assets in healthcare related businesses. As a shareholder,
you should  anticipate  risks and rewards  beyond those of a typical equity fund
investing solely in stocks of U.S. issuers
representing a broad range of industries.


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

o are pursuing a long-term goal

o want to add a global investment with growth potential to further diversify
  a portfolio

o are looking for the added rewards and are willing to accept the added risks of
  a fund that invests in the healthcare sector


The fund is not designed for investors who:

o require regular income or stability of principal

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

o are uncomfortable with the risks of international investing

o are uncomfortable with the fund's focus on the healthcare sector

o are looking for a less aggressive stock investment


4 | GLOBAL EQUITY MANAGEMENT APPROACH


<PAGE>


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


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


[GRAPHIC OMITTED]
Morgan may adjust currency
exposure to seek to manage risks
and enhance returns







<PAGE>



J.P.  Morgan,  as advisor,  selects the global equity  securities for the fund's
investments  using the investment  process  described  below to determine  which
companies are most likely to provide high total return to shareholders. In order
to maximize return potential, the fund is not constrained by geographic limits.

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

Research and valuation  Research  findings  allow J.P.  Morgan to rank companies
according to their relative value; combined with J.P. Morgan's qualitative view,
the most  attractive  investment  opportunities  in the  universe of  healthcare
stocks are identified.

J.P.  Morgan takes an in-depth look at company  prospects over a relatively long
period--often  as  much  as  five   years--rather  than  focusing  on  near-term
expectations.  This  approach is designed  to provide  insight  into a company's
growth  potential.  J.P. Morgan's in-house research is developed by an extensive
worldwide network of over 120 career analysts. The team of analysts dedicated to
the healthcare sector includes  approximately 7 members, with an average of over
15 years of experience.

Stock  selection  Using  research as the basis for  investment  decisions,  J.P.
Morgan portfolio  managers construct a portfolio  representing  companies in the
healthcare  sector,  which in their view have an  exceptional  return  potential
relative to other  companies  in this  sector.  J.P.  Morgan's  stock  selection
criteria  focus on highly  rated  U.S.  and  foreign  companies  which also meet
certain  other  criteria,  such as  responsiveness  to  industry  themes  (e.g.,
consolidation/restructuring),  new drug  development,  conviction in management,
the company's  product  pipeline,  and catalysts  that may  positively  affect a
stock's performance over the next twelve months.

Currency management J.P. Morgan actively manages the fund's currency exposure in
an effort to manage risk and enhance total  return.  The fund has access to J.P.
Morgan's currency specialists to determine the extent and nature of its exposure
to various foreign currencies.




                                           GLOBAL EQUITY MANAGEMENT APPROACH | 5


<PAGE>

YOUR INVESTMENT
--------------------------------------------------------------------------------
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  THROUGH AN  EMPLOYER-SPONSORED  RETIREMENT PLAN Your fund investments
are handled  through  your plan.  Refer to your plan  materials  or contact your
benefits office for information on buying, selling, or exchanging fund shares.

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

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

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

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 on the
   right.

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



<PAGE>

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:

   Morgan Guaranty Trust Company of New York-Delaware
   Routing number: 011-100-238
   Credit:  Morgan Guaranty Trust Shareholder Services
   Account number:  000-73-836
   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 Transfer 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 cash 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.



<PAGE>

--------------------------------------------------------------------------------
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 the 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 market quotes or pricing services. 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 on a foreign exchange after the close of trading on
that exchange that would  materially  impact a security's  value at the time the
fund  calculates its NAV), 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 as
permitted by law and to postpone payment of proceeds for up to seven days.

--------------------------------------------------------------------------------
Transfer Agent                               Shareholder Services Agent
State Street Bank and Trust Company          Morgan Christiana Center
P.O. Box 8411                                J.P. Morgan Funds Services - 2/OPS3
Boston, MA 02266-8411                        500 Stanton Christiana Road
Attention: J.P. Morgan Funds Services        Newark, DE 19713
                                             1-800-521-5411

Representatives are available 8:00 a.m. to 6:00 p.m. eastern time on fund
business days.

                                                             YOUR INVESTMENT | 7


<PAGE>

--------------------------------------------------------------------------------
Timing of settlements  When you buy shares,  you will become the owner of record
when the fund receives your payment, generally the day following execution. When
you  sell  shares,  the  proceeds  are  generally  available  the day  following
execution and will be forwarded according to your instructions.

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 its 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  reserves the right to close out your account and
send the proceeds to the address of record.


DIVIDENDS AND DISTRIBUTIONS
The fund typically pays income dividends and makes capital gains  distributions,
if any, once per year.  However,  the fund may make more or fewer  payments in a
given  year,  depending  on  its  investment  results  and  its  tax  compliance
situation.  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.


8 |  YOUR INVESTMENT


<PAGE>


--------------------------------------------------------------------------------
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 for taxable accounts:

--------------------------------------------------------------------------------
Transaction                                       Tax status
--------------------------------------------------------------------------------
Income dividends                                  Ordinary income
--------------------------------------------------------------------------------
Short-term capital gains                          Ordinary income
distributions
--------------------------------------------------------------------------------
Long-term capital gains                           Capital gains
distributions
--------------------------------------------------------------------------------
Sales or exchanges of                             Capital gains or
shares owned for more                             losses
than one year
--------------------------------------------------------------------------------
Sales or exchanges of shares                      Gains are treated as ordinary
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.

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.






<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.  Fund shareholders are entitled to
one full or fractional vote for each dollar or fraction of a dollar invested.

MANAGEMENT AND ADMINISTRATION
The fund and the other  series of the 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 certain 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:



<PAGE>

--------------------------------------------------------------------------------
Advisory services                                  1.25% of the fund's
                                                   average net assets
--------------------------------------------------------------------------------
Administrative services                            Fund's pro-rata portion of
(fee shared with                                   0.09% of the first $7 billion
Funds Distributor, Inc.)                           of average net assets in
                                                   J.P. Morgan-advised portfo-
                                                   lios, 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.



                                                                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  certain  funds manage
risk.
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Potential risks                      Potential rewards                    Policies to balance risk and
reward
------------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                                  <C>
Market conditions

o The fund's share price and         o Stocks have generally              o Under normal circumstances the fund
plans to remain
  performance will fluctuate           outperformed more stable             fully invested, with at least 65% in
stocks of at least
  in response to stock market          invest- ments (such as bonds         three countries, including the United
States; stock
  movements                            and cash equivalents) over           investments may include U.S. and
foreign common stocks,
                                       the long term                        convertible securities, preferred
stocks, trust or
o Adverse market conditions                                                 partnership interests, warrants,
rights, and investment
  may from time to time cause                                               company
securities
  the fund to take
temporary
  defensive positions that are                                            o During severe market downturns, the
fund has the option
  inconsistent with its                                                     of investing up to 100% of assets in
investment-grade
  principal investment                                                      short-term
securities
  strategies and may
hinder
  the fund from achieving its
  investment objective
o The fund is non-diversified,  which means that a relatively high percentage of
the fund's assets may be invested in a limited number of issuers. Therefore, its
performance  may be more  vulnerable  to changes in the market value of a single
issuer or a group of issuers Management choices

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

Sector Concentration

o The value of fund shares           o Stocks within this sector
  will be affected by factors          have the potential to
  peculiar to the sector in            outperform the broader
  which the fund invests, and,         market indices
  as a result, may fluctuate
  more widely than that of a
  fund that invests in a
  broader range of industries
------------------------------------------------------------------------------------------------------------------------------------
Foreign investments

o Currency exchange rate             o Favorable exchange rate            o The fund actively manages the
currency exposure of its
  movements could reduce gains         movements could generate             foreign investments relative to its
benchmark, and may
  or create losses                     gains or reduce losses               hedge back into the U.S. dollar from
time to time (see
                                                                            also
"Derivatives")
o The fund could lose money          o Foreign investments, which
  because of foreign                   represent a major portion of
  government actions,                  the world's securities,
  political instability or             offer attractive potential
  lack of adequate and                 performance and
  accurate information                 opportunities for
                                       diversification
o Investment risks tend to be
  higher in emerging markets.        o Emerging markets can offer
  These markets also present           higher returns
  higher liquidity and
  valuation risks
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

10 | FUND DETAILS


<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Potential risks                      Potential rewards                    Policies to balance risk and
reward
------------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                                  <C>
Derivatives

o Derivatives such as futures,       o Hedges that correlate well         o The fund uses derivatives for hedging
and for risk
  options, swaps, and forward          with underlying positions            management (i.e., to establish or
adjust exposure to
  foreign currency contracts           can reduce or eliminate              particular securities, markets or
currencies); risk
  that are used for hedging            losses at low cost                   management may include management of
a fund's exposure
  the portfolio or specific                                                 relative to its
benchmark
  securities may not fully           o A fund could make money
and
  offset the underlying                protect against losses if          o The fund only establishes hedges that
it expects will
  positions and this could             management's analysis proves         be highly correlated with underlying
positions
  result in losses to the fund
correct
  that would not have                                                     o While the fund may use derivatives
that incidentally
  otherwise occurred1                o Derivatives that involve             involve leverage, it does not use
them for the specific
                                       leverage could generate              purpose of leveraging its
portfolios
o Derivatives used for risk            substantial gains at low
  management may not have the          cost
  intended effects and may
  result in losses or missed
  opportunities

o The counterparty to a
  derivatives contract could
  default

o Certain types of derivatives
  involve costs to the funds
  which can reduce returns

o Derivatives that involve
  leverage could magnify
  losses

Securities lending

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

Illiquid holdings                                                         o Upon recall, the borrower must return
the securities
                                                                            loaned within the normal settlement
period
o The fund could have                o These holdings may offer
  difficulty valuing these             more attractive yields or          o The fund may not invest more than 15%
of net assets in
  holdings precisely                   potential growth than                illiquid
holdings
                                       comparable widely
traded
o The fund could be unable to          securities                         o To maintain adequate liquidity to
meet redemptions,
  sell these holdings at the                                                each fund may hold investment-grade
short-term
  time or price it desires                                                  securities (including repurchase
agreements and reverse
                                                                            repurchase agreements) and, for
temporary or
                                                                            extraordinary purposes, may borrow
from banks up to
When-issued and delayed                                                     331/3% of the value of its total
assets
delivery securities

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


<PAGE>







<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Potential risks                      Potential rewards                    Policies to balance risk and
reward
------------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                                  <C>
Short-term trading

  o Increased trading would          o The fund could realize             o The fund generally avoids
    raise the fund's brokerage         gains in a short period of           short-term trading, except
    and related costs                  time                                 to take advantage of
                                                                            attractive or unexpected
  o Increased short-term             o The fund could protect               opportunities or to meet
    capital gains                      against losses if a stock            demands generated by
    distributions would raise          is overvalued and its                shareholder activity
    shareholders' income tax           value later falls
    liability                                                             o The expected annual
                                                                            portfolio turnover rate
                                                                            for the fund is 50-80%
------------------------------------------------------------------------------------------------------------------------------------
</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 changes in 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>


--------------------------------------------------------------------------------
FOR MORE INFORMATION
--------------------------------------------------------------------------------

For investors who want more information on these funds, 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 a  fund's  most  recently  completed  fiscal  year or
half-year.

Statement of Additional  Information (SAI) Provides a fuller technical and legal
description  of  a  fund's  policies,  investment  restrictions,   and  business
structure. This prospectus incorporates each fund's SAI by reference.

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

J.P. Morgan Funds
Morgan Christiana Center
J.P. Morgan Funds Services-2/OPS3
500 Stanton Christiana Road
Newark, DE 19713

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 at the
Public  Reference Room of the Securities and Exchange  Commission in Washington,
D.C.  (for  information,  call  1-202-942-8090)  and may be viewed  on-screen or
downloaded from the SEC's Internet site at  http://www.sec.gov,  copies also may
be  obtained,   after   paying  a   duplicating   fee,  by  e-mail   request  to
[email protected]  or  by  writing  to  the  SEC's  Public  Reference  Section,
Washington,  D.C.  20549-0102.  The  fund's  investment  company  and  1933  Act
registration numbers are: 811-07795 and 333-11125.


J.P. MORGAN MUTUAL FUNDS AND THE MORGAN TRADITION
J.P.  Morgan  mutual  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,   J.P.   Morgan  mutual  funds  offer  a  broad  array  of  distinctive
opportunities for investors.


JPMorgan
--------------------------------------------------------------------------------
J.P. Morgan Trust Series

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


<PAGE>
--------------------------------------------------------------------------------
                                                  SEPTEMBER 1, 2000 | PROSPECTUS
--------------------------------------------------------------------------------

J.P. MORGAN GLOBAL TECHNOLOGY
& TELECOMMUNICATIONS FUND -
ADVISOR SHARES


                                        ----------------------------------------
                        Seeking high total return from a
                    portfolio of global equity securities in
                      the technology and telecommunications
                                        sectors

This prospectus  contains  essential  information for anyone  investing in these
funds. 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 as an investment 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
--------------------------------------------------------------------------------

2 | The fund's goal, principal strategies, principal risks, and expenses

J.P. MORGAN GLOBAL TECHNOLOGY &
TELECOMMUNICATIONS FUND - ADVISOR SHARES
Fund description .......................................................  2
Investor expenses ......................................................  3

4 |

GLOBAL EQUITY MANAGEMENT APPROACH
J.P. Morgan ............................................................  4
J.P. Morgan Global Technology & Telecommunications Fund ................  4
Who may want to invest .................................................  4
Global equity investment process .......................................  5


6 | Investing in the J.P. Morgan Global Technology & Telecommunications
    Fund - Advisor Shares

YOUR INVESTMENT
Investing through a service organization ...............................  6
Account and transaction policies .......................................  6
Dividends and distributions ............................................  6
Tax considerations .....................................................  7

8 | More about risk and the fund's business operations


FUND DETAILS
Business structure .....................................................  8
Management and administration ..........................................  8
Risk and reward elements ...............................................  9

FOR MORE INFORMATION ..........................................  back cover


<PAGE>

J.P. MORGAN GLOBAL TECHNOLOGY &
TELECOMMUNICATIONS FUND - ADVISOR SHARES

[GRAPHIC OMITTED]
RISK/RETURN SUMMARY
For a more detailed  discussion of the fund's investments and its main risks, as
well as fund strategies, please see pages 9-11.

[GRAPHIC OMITTED]
GOAL
The fund seeks to provide high total return from a worldwide portfolio of equity
securities in the technology and  telecommunications  sectors.  This goal can be
changed without shareholder approval.

[GRAPHIC OMITTED]
INVESTMENT APPROACH
Principal Strategies
The fund invests  primarily in stocks and other  equity  securities  of U.S. and
foreign  companies  principally   conducting  business  in  the  technology  and
telecommunications  sectors. These companies may include, for example, companies
that  develop,  produce or  distribute  products or  services  in the  computer,
Internet,  semi-conductor or electronics industries; and companies that develop,
manufacture or sell communications and networking  services or equipment.  There
are no prescribed  limits on the  weightings  of  securities  in any  particular
sector or in any individual company.

While there are no limits on the  geographical  allocation of fund  investments,
fund management intends to invest primarily in securities of companies domiciled
or located in the U.S.,  Canada,  Western  Europe and the Far East. The fund may
also invest, to a lesser extent, in emerging markets.

The fund may invest in companies of any size; however, emphasis will be given to
securities of large-capitalization companies (generally, companies with a market
capitalization  larger than one billion U.S.  dollars) and, to a lesser  extent,
medium-capitalization   companies   (generally,    companies   with   a   market
capitalization  between five hundred million and one billion U.S. dollars) that,
in  the  opinion  of  fund  management,   demonstrate  a  favorable   investment
opportunity.

The  fund  may  invest  substantially  in  securities   denominated  in  foreign
currencies  and actively  seeks to enhance  returns  through  managing  currency
exposure.  To the extent the fund  hedges its  currency  exposure  into the U.S.
dollar,  it may reduce the effects of currency  fluctuations.  The fund also may
hedge  from  one  foreign  currency  to  another,   although   emerging  markets
investments are typically  unhedged.  Foreign  securities are generally  riskier
than their domestic counterparts.  You should be prepared to ride out periods of
underperformance.

Under normal market conditions,  the fund will remain fully invested.  Using its
global perspective,  J.P. Morgan uses the investment process described on page 5
to identify those stocks which in its view have an exceptional return potential.


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

<PAGE>

REGISTRANT NAME: J.P. MORGAN SERIES TRUST
(J.P. MORGAN GLOBAL TECHNOLOGY &
TELECOMMUNICATIONS FUND: ADVISOR SHARES)


PORTFOLIO MANAGEMENT
The  fund's  assets  are  managed  by  J.P.  Morgan,   which  currently  manages
approximately  $369  billion,  including  more than $194 billion  using  similar
strategies as the fund.

The portfolio management team is led by Ella Brown, vice president, who has been
an international  equity portfolio manager since joining J.P Morgan in 1993, and
Frederic Wissinger,  vice president, who is a research analyst of the technology
sector and has been  employed by J.P.  Morgan since 1995. In addition to being a
portfolio  manager,  Ms. Brown is also  chairperson  of the  European  portfolio
review meetings.

--------------------------------------------------------------------------------
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 GLOBAL TECHNOLOGY &
    TELECOMMUNICATIONS FUND - ADVISOR SHARES

<PAGE>
The fund may  invest in fewer  stocks  than  other  global  equity  funds.  This
concentration  increases  risk and  potential of the fund.  With a  concentrated
portfolio of  securities,  it is possible  that the fund could have returns that
are  significantly  more volatile than relevant  market indices and other,  more
diversified  mutual funds.  Because the fund holds a relatively  small number of
securities, a large movement in the price of a stock in the portfolio could have
a larger impact on the fund's share price than would occur if the fund held more
securities.

Because  the  fund's   investments  are   concentrated  in  the  technology  and
telecommunications  sectors, the value of its shares will be affected by factors
peculiar  to those  sectors  and may  fluctuate  more widely than that of a fund
which  invests in a broad range of  industries.  Many of the  companies in these
sectors may face special risks,  such as limited product lines or markets,  lack
of  commercial  success,  intense  competition,  or product  obsolescence.  Such
companies also are often subject to governmental regulation and therefore may be
affected adversely by certain government policies.

In general, international investing involves higher risks than investing in U.S.
markets. Foreign markets tend to be more volatile than those of the U.S., and
changes in currency  exchange  rates could impact  market  performance.  Foreign
securities are generally riskier than their domestic counterparts. . These risks
are higher in  emerging  markets  You should be  prepared to ride out periods of
underperformance.

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

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

The estimated  expenses of the fund before and after  reimbursement are shown at
right.  The fund has no  redemption,  exchange,  or account fees,  although some
institutions may charge you a fee for shares you buy through them. The estimated
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                                                 1.25
Distribution (Re 12b-1) fees(2)                                 0.25
Service fees(3)                                                 0.25
Other expenses                                                  0.65
--------------------------------------------------------------------------------
Total operating expenses                                        2.40
Fee waiver and
expense reimbursement(4)                                        0.60
--------------------------------------------------------------------------------
Net expenses(4)                                                 1.80
--------------------------------------------------------------------------------

Expense examples(4)
--------------------------------------------------------------------------------
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,  net expenses for the period
9/1/00 through 2/28/02 and total total operating  expenses  thereafter,  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 ($)                                            183         661
--------------------------------------------------------------------------------
(1) This table shows the fund's estimated  expenses expressed as a percentage of
    the fund's estimated average net assets.

(2) The plan under Rule 12b-1  (described on page 8) allows such fees to be paid
    out of the fund's  assets on an ongoing  basis.  Over time,  these fees will
    increase the cost of your  investment and may cost you more than other types
    of sales charges.

(3) Service  organizations  (described on page 6) may charge other fees to their
    customers who are the beneficial  owners of shares in connection  with their
    customers' accounts. Such fees, if any, may affect the return such customers
    realize with respect to their investments.

(4) Reflects an agreement  dated 9/1/00 by Morgan  Guaranty Trust Company of New
    York, an affiliate of J.P. Morgan, to reimburse the fund to the extent total
    operating expenses (excluding  interest,  taxes and extraordinary  expenses)
    exceed 1.80% of the fund's average daily net assets through 2/28/02.

                                             J.P. MORGAN GLOBAL TECHNOLOGY & | 3
                    TELECOMMUNICATIONS FUND - ADVISOR SHARES
<PAGE>

GLOBAL EQUITY 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 420 analysts and portfolio managers
around  the world and has more than $369  billion  in assets  under  management,
including  assets  managed  by  the  fund's  advisor,   J.P.  Morgan  Investment
Management Inc.


J.P. MORGAN GLOBAL TECHNOLOGY &
TELECOMMUNICATIONS FUND
The fund invests primarily in stocks and other equity securities of U.S. and
foreign companies who derive at least 50% of their revenues, or have invested at
least 50% of their assets in, from the technology or telecommunications sectors.
As a  shareholder,  you should  anticipate  risks and rewards  beyond those of a
typical equity fund investing  solely in stocks of U.S.  issuers  representing a
broad range of industries.

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

o are pursuing a long-term goal

o want to add a global investment with growth potential to further diversify a
  portfolio

o are looking for the added rewards and are willing to accept the added risks of
  a fund that invests in the technology and telecommunications sectors

The fund is not designed for investors who:

o require regular income or stability of principal

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

o are uncomfortable with the risks of international investing

o are uncomfortable with the fund's focus on the technology and
  telecommunications sectors

o are looking for a less aggressive stock investment

4 | GLOBAL EQUITY MANAGEMENT APPROACH

<PAGE>


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

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

[GRAPHIC OMITTED]
Morgan may adjust currency
exposure to seek to manage risks
and enhance returns


<PAGE>


J.P.  Morgan,  as advisor,  selects the global equity  securities for the fund's
investments  using the investment  process  described  below to determine  which
companies are most likely to provide high total return to shareholders. In order
to maximize return potential, the fund is not constrained by geographic limits.


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

Research and valuation  Research  findings  allow J.P.  Morgan to rank companies
according to their relative value; combined with J.P. Morgan's qualitative view,
the most attractive  investment  opportunities in the universe of technology and
telecommunication stocks are identified.

J.P.  Morgan takes an in-depth look at company  prospects over a relatively long
period  - often  as much as five  years -  rather  than  focusing  on  near-term
expectations.  This  approach is designed  to provide  insight  into a company's
growth  potential.  J.P. Morgan's in-house research is developed by an extensive
worldwide network of over 120 career analysts. The team of analysts dedicated to
the global technology and  telecommunications  sectors includes approximately 13
members, with an average of over 8 years of experience.

Stock  selection  Using  research as the basis for  investment  decisions,  J.P.
Morgan portfolio  managers construct a portfolio  representing  companies in the
technology  or  telecommunications   sectors,   which  in  their  view  have  an
exceptional return potential relative to other companies in these sectors.  J.P.
Morgan's stock  selection  criteria focus on highly rated U.S. and foreign large
cap companies which also meet certain other criteria,  such as responsiveness to
industry themes (e.g.,  consolidation/restructuring),  conviction in management,
the company's  product  positioning,  and catalysts that may positively affect a
stock's performance over the next twelve months.

Currency management J.P. Morgan actively manages the fund's currency exposure in
an effort to manage risk and enhance total  return.  The fund has access to J.P.
Morgan's currency specialists to determine the extent and nature of its exposure
to various foreign currencies.




                                           GLOBAL EQUITY MANAGEMENT APPROACH | 5

<PAGE>

YOUR INVESTMENT
--------------------------------------------------------------------------------
INVESTING THROUGH A SERVICE ORGANIZATION
Prospective investors may only purchase,  exchange and redeem shares of the fund
with the assistance of a service organization. Your service organization is paid
by the  fund  to  assist  you  in  establishing  your  fund  account,  executing
transactions,  and monitoring  your  investment.  The minimum amount for initial
investments in the fund is $2,500 and for additional  investments $500, although
these minimums may be less for some investors. Service organizations may provide
the following  services in connection with their  customers'  investments in the
fund:

o Acting, directly or through an agent, as the sole shareholder of record

o Maintaining account records for customers

o Processing orders to purchase, redeem or exchange shares for customers

o Responding to inquiries from shareholders

o Assisting customers with investment procedures


ACCOUNT AND TRANSACTION POLICIES
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 market quotes or pricing services. 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 on a foreign exchange after the close of trading on
that exchange that would  materially  impact a security's  value at the time the
fund  calculates its NAV), 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 as
permitted  by law and to postpone  payment of  proceeds  for up to seven days or
suspend redemptions as permitted by law.


<PAGE>

Timing of settlements  When you buy shares,  you will become the owner of record
when the fund receives your payment, generally the day following execution. When
you  sell  shares,  the  proceeds  are  generally  available  the day  following
execution and will be forwarded according to your instructions.

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.

Redemption  in kind The fund  sends  reserves  the right to make  redemption  of
$250,000 in securities rather than in cash.

Statements and reports You will receive from your service  organization  account
statements and confirmation of each purchase or sale of shares. Every six months
the fund sends out an annual or semi-annual report containing information on its
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  reserves the right to close out your account and
send the proceeds to the address of record.

DIVIDENDS AND DISTRIBUTIONS
The fund typically pays income dividends and makes capital gains  distributions,
if any, once per year.  However,  the fund may make more or fewer  payments in a
given  year,  depending  on  its  investment  results  and  its  tax  compliance
situation.

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
service  organization to have them sent to you by check,  credited to a separate
account or invested in another J.P. Morgan Advisor Fund.


6 | YOUR INVESTMENT

<PAGE>
--------------------------------------------------------------------------------
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 for taxable accounts:

--------------------------------------------------------------------------------
Transaction                                     Tax status
--------------------------------------------------------------------------------
Income dividends                                Ordinary income
--------------------------------------------------------------------------------
Short-term capital gains                        Ordinary income
distributions
--------------------------------------------------------------------------------
Long-term capital gains                         Capital gains
distributions
--------------------------------------------------------------------------------
Sales or exchanges of shares                    Capital gains or losses
owned for more than one year
--------------------------------------------------------------------------------
Sales or exchanges of shares                    Gains are treated as ordinary
owned for one year or less                      income; losses are subject
to special rules
--------------------------------------------------------------------------------

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

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

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

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

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

--------------------------------------------------------------------------------
Shareholder Services Agent
Morgan Christiana Center
J.P. Morgan Funds Services - 2/OPS3
500 Stanton Christiana Road
Newark, DE 19713
1-800-766-7722

Representatives are available 8:00 a.m. to 6:00 p.m. eastern time on fund
business days.

                                                                             | 7

<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
1-800-766-7722.  In the future,  the trustees could create other series or share
classes, which would have different expenses.  Fund shareholders are entitled to
one full or fractional vote for each dollar or fraction of a dollar invested.


MANAGEMENT AND ADMINISTRATION

The fund and the other  series of the 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 certain 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:



<PAGE>

--------------------------------------------------------------------------------
Advisory services                          1.25% of the fund's average
   net assets
--------------------------------------------------------------------------------
Administrative services                    Fund's pro-rata portions of 0.09%
(fee shared with                           of the first $7 billion of average
Funds Distributor, Inc.)                   net assets in J.P. Morgan-advised
                        portfolios, plus 0.04% of average
                           net assets over $7 billion
--------------------------------------------------------------------------------
Shareholder services                       0.05% of the fund's average
                                           net assets
--------------------------------------------------------------------------------

The fund has a service plan which allows it to pay service  organizations  up to
0.25% of the  average  net assets of the shares  held in the name of the service
organization.

The fund has adopted a  distribution  plan under Rule 12b-1 that allows the fund
to pay  distribution  fees up to 0.25% of the fund's  average net assets for the
sale and  distribution  of its  shares.  Because  these fees are paid out of the
fund's assets on an ongoing  basis,  over time these fees will increase the cost
of your  investment  and may cost  you more  than  paying  other  types of sales
charges.

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



8 | FUND DETAILS


<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
securities, including those that are designed to help the fund manage risk.
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
Potential risks                           Potential rewards                     Policies to balance risk and reward
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                                    <C>
Market conditions

o The fund's share price and              o Stocks have generally               o Under normal circumstances, the
fund plans to
  performance will fluctuate                outperformed more stable              remain fully invested, with at
least 65% in
  in response to stock market               investments (such as bonds            stocks of at least three
countries, including
  movements                                 and cash equivalents) over            the United States; stock
investments may include
                                            the long term                         U.S. and foreign common stocks,
convertible
o Adverse market conditions                                                       securities, preferred stocks,
trust or
  may from time to time cause                                                     partnership interests, warrants,
rights, and
  the fund to take temporary                                                      investment company
securities
  defensive positions that
are
  inconsistent with its                                                         o During severe market downturns,
the fund has the
  principal investment                                                            option of investing up to 100% of
assets in
  strategies and may hinder                                                       investment-grade short-term
securities
  the fund from achieving its
  investment objective
-----------------------------------------------------------------------------------------------------------------------------------
Management choices

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

o The value of fund shares                o Stocks within these sectors
  will be affected by factors               have the potential to
  peculiar to the sectors in                outperform the broader
  which the fund invests, and,              market indices
  as a result, may fluctuate
  more widely than that of a
  fund that invests in a
  broader range of industries
-----------------------------------------------------------------------------------------------------------------------------------
Foreign investments

o Currency exchange rate                  o Favorable exchange rate             o The fund actively manages the
currency exposure
  movements could reduce gains              movements could generate              of its foreign investments and may
hedge a
  or create losses                          gains or reduce losses                portion of its foreign currency
exposure into
                                                                                  the U.S. dollar or other
currencies which the
o The fund could lose money               o Foreign investments, which            advisor deems more attractive (see
also
  because of foreign                        represent a major portion of
"Derivatives")
  government actions,                       the world's securities,
  political instability or                  offer attractive potential
  lack of adequate and                      performance and
  accurate information                      opportunities for
                                            diversification
o Investment risks tend to be
  higher in emerging markets.             o Emerging markets can offer
  These markets also present                higher returns
  higher liquidity and
  valuation risks
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                                                FUND DETAILS | 9


<PAGE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
Potential risks                           Potential rewards                     Policies to balance risk and reward
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                                    <C>
Derivatives

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

o The counterparty to a
  derivatives contract could
  default

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 the fund lends a                   o The fund may enhance income         o J.P. Morgan maintains a list of
approved
  security, there is a risk                 through the investment of
borrowers
  that the loaned securities                the collateral received
from
  may not be returned if the                the borrower                        o The fund receives collateral equal
to at least
  borrower defaults                                                               100% of the current value of
securities loaned

o The collateral will be                                                        o The lending agents indemnify the
fund against
  subject to the risks of the                                                     borrower
default
  securities in 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 diffi-              o These holdings may offer            o The fund may not invest more than
15% of net
  culty valuing these holdings              more attractive yields or             assets in illiquid
holdings
  precisely                                 potential growth
than
                                            comparable widely traded            o To maintain adequate liquidity to
meet
o The fund could be unable to               securities                            redemptions, the fund may hold
investment-grade
  sell these holdings at the                                                      short-term securities (including
repurchase
  time or price it desires                                                        agreements and reverse repurchase
agreements)
                                                                                  and, for temporary or
extraordinary purposes,
                                                                                  may borrow from banks up to 33
1/3% of the value
                                                                                  of its total
assets
-----------------------------------------------------------------------------------------------------------------------------------
</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 changes in 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.

10 | FUND DETAILS

<PAGE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
Potential risks                           Potential rewards                     Policies to balance risk and reward
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                                    <C>
When-issued and delayed
delivery securities

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

o Increased trading would                 o The fund could realize gains        o The fund generally avoids
short-term trading,
  raise the fund's brokerage                in a short period of time             except to take advantage of
attractive or
  and related costs                                                               unexpected opportunities or to
meet demands
                                          o The fund could protect                generated by shareholder
activity
o Increased short-term capital              against losses if a stock
is
  gains distributions would                 overvalued and its value            o The expected annual portfolio
turnover rate for
  raise shareholders' income                later falls                           the fund is
70-100%
  tax liability
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                                               FUND DETAILS | 11


<PAGE>

--------------------------------------------------------------------------------
FOR MORE INFORMATION
--------------------------------------------------------------------------------

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

Annual/Semi-annual  Reports  Contain  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 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 Institutional Funds
Morgan Christiana Center
J.P. Morgan Funds Services - 2/OPS3
500 Stanton Christiana Road
Newark, DE 19713

Telephone: 1-800-766-7722

Hearing impaired: 1-888-468-4015

E-mail: [email protected]

Text-only  versions of these  documents and this prospectus are available at the
Public  Reference Room of the Securities and Exchange  Commission in Washington,
D.C.  (for  information,  call  1-202-942-8090)  and may be viewed  on-screen or
downloaded from the SEC's Internet site at  http://www.sec.gov;  copies also may
be  obtained,   after   paying  a   duplicating   fee,  by  e-mail   request  to
[email protected]  or  by  writing  to  the  SEC's  Public  Reference  Section,
Washington,  D.C.  20549-0102.  The  fund's  investment  company  and  1933  Act
registration numbers are:


J.P. Morgan Global Technology, Media & Telecommunications Fund........811-07795
                                                                  and 333-11125


J.P. MORGAN MUTUAL FUNDS AND THE MORGAN TRADITION
J.P.  Morgan  mutual  funds  combine  a  heritage  of  integrity  and  financial
leadership  with   comprehensive  and  sophisticated   analysis  and  management
techniques.  Drawing  on J.P.  Morgan's  extensive  experience  and  depth as an
investment manager,  J.P. Morgan mutual funds offer a broad array of distinctive
opportunities for 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
1-800-766-7722                            1-800-221-7930



<PAGE>

--------------------------------------------------------------------------------
                                                  SEPTEMBER 1, 2000 | PROSPECTUS
--------------------------------------------------------------------------------
J.P. MORGAN INSTITUTIONAL GLOBAL
HEALTHCARE FUND









                                           -------------------------------------
                        Seeking high total return from a
                      portfolio of global equity securities
                            in the healthcare sector

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 for anyone to state or suggest otherwise.

Distributed by Funds Distributor, Inc.                          JPMorgan


<PAGE>

CONTENTS
--------------------------------------------------------------------------------

2 | The fund's goal, principal strategies, principal risks and expenses

J.P. MORGAN INSTITUTIONAL GLOBAL HEALTHCARE FUND
Fund description ..........................................................    2
Investor expenses .........................................................    3

4 |

GLOBAL EQUITY MANAGEMENT APPROACH
J.P. Morgan ...............................................................    4
J.P. Morgan Global Healthcare Fund ........................................    4
Who may want to invest ....................................................    4
Global equity investment process ..........................................    5

6 | Investing in the J.P. Morgan Institutional Global Healthcare Fund

YOUR INVESTMENT
Investing through a financial professional ................................    6
Investing through an employer-sponsored retirement plan ...................    6
Investing through an IRA or rollover IRA ..................................    6
Investing directly ........................................................    6
Opening 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 business operations

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

FOR MORE INFORMATION ..............................................   back cover







<PAGE>

J.P. MORGAN INSTITUTIONAL GLOBAL HEALTHCARE FUND

[GRAPHIC OMITTED]
RISK/RETURN SUMMARY
For a more detailed  discussion of the fund's investments and its main risks, as
well as fund strategies, please see pages 10-12.

[GRAPHIC OMITTED]
GOAL
The fund seeks to provide high total return from a worldwide portfolio of equity
securities  in  the  healthcare  sector.   This  goal  can  be  changed  without
shareholder approval.

     [GRAPHIC OMITTED] INVESTMENT APPROACH Principal Strategies The fund invests
primarily in equity stocks and other  securities of U.S. and foreign  healthcare
companies of all sizes that offer potential for high total return. The fund will
invest primarily in four sub-sectors:  pharmaceuticals,  biotechnology,  medical
technology and healthcare services. These investments may including those in the
biotechnology,  medical  technology and life sciences  subsectors,  of all sizes
that offer  potential for high total return.  These  companies may include,  for
example,  companies  principally engaged in: the design,  manufacture or sale of
products or services used for, or in connection with, health care,  medicine and
agricultural chemicals;  research and development of pharmaceutical products and
services; the manufacture and/or distribution of biotechnological and biomedical
products,  including  devices,  instruments and drug delivery  systems;  and the
operation  of  healthcare  facilities.  There  are no  prescribed  limits on the
weightings  of  securities  in any  particular  subsector  or in any  individual
company.

The fund is  non-diversified  and may invest in securities of companies from any
geographical  region, but intends to invest primarily in securities of companies
in developed  markets.  The fund may also invest to a lesser  extent in emerging
markets.

The  fund  may  invest  substantially  in  securities   denominated  in  foreign
currencies  and actively  seeks to enhance  returns  through  managing  currency
exposure.  To the extent the fund  hedges its  currency  exposure  into the U.S.
dollar,  it may reduce the effects of currency  fluctuations.  The fund also may
hedge  from  one  foreign  currency  to  another,   although   emerging  markets
investments are typically unhedged.

Under normal market conditions,  the fund will remain fully invested.  Using its
global perspective,  J.P. Morgan uses the investment process described on page 5
to identify those stocks which in its view have an exceptional return potential.


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

The fund may  invest in fewer  stocks  than  other  global  equity  funds.  This
concentration  increases the risk and potential of the fund. With a concentrated
portfolio of  securities,  it is possible  that the fund could have returns that
are  significantly  more volatile than relevant  market indices and other,  more
diversified  mutual funds.  Because the fund holds a relatively  small number of
securities, a large movement in the price of a stock in the portfolio could have
a larger impact on the fund's share price than would occur if the fund held more
securities.

Because the fund's  investments are concentrated in the healthcare  sector,  the
value of its shares will be  affected  by factors  unique to this sector and may
fluctuate  more  widely  than that of a fund which  invests in a broad  range of
industries.  Healthcare  companies  are  subject to  government  regulation  and
approval of their products and

<PAGE>

REGISTRANT: J.P. MORGAN SERIES TRUST
(J.P. MORGAN GLOBAL HEALTHCARE FUND:
INSTITUTIONAL SHARES)

PORTFOLIO MANAGEMENT
The  fund's  assets  are  managed  by  J.P.  Morgan,   which  currently  manages
approximately  $369  billion,  including  more than $2.6 billion  using  similar
strategies as the fund.

The portfolio  management team is led by Andrew Cormie, vice president,  who has
been an international  equity portfolio  manager since 1977 and employed by J.P.
Morgan since 1984,  Shawn Lytle,  vice president,  who has been an international
equity portfolio  manager since 1998 and employed by J.P. Morgan since 1992, and
Bertrand  Biragnet,  vice president,  an international  portfolio  manager since
joining J.P. Morgan in 1996. Prior to joining Morgan, Mr. Biragnet worked at the
European Center for Particle  Physics in Geneva and T. Hoare & Co.  stockbrokers
in London.

--------------------------------------------------------------------------------
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 INSTITUTIONAL GLOBAL HEALTHCARE FUND
<PAGE>

services,  which can have a significant  effect on their market price. The types
of  products or services  produced  or provided by these  companies  may quickly
become obsolete.  Moreover,  liability for products that are later alleged to be
harmful or unsafe may be substantial,  and may have a significant  impact on the
healthcare company's market value and/or share price.  Biotechnology and related
companies  are affected by patent  considerations,  intense  competition,  rapid
technology  change and  obsolescence,  and  regulatory  requirements  of various
federal and state agencies. In addition,  many of these companies are relatively
small and have thinly traded  securities,  may not yet offer products or offer a
single product, and may have persistent losses during a new product's transition
from development to production or erratic revenue patterns.  The stock prices of
these companies are very volatile,  particularly  when their products are up for
regulatory approval and/or under regulatory scrutiny.

In general, international investing involves higher risks than investing in U.S.
markets but offers attractive opportunities for diversification. Foreign markets
tend to be more volatile than those of the U.S., and changes in currency
exchange rates could impact market performance. Foreign securities are generally
riskier  than their  domestic  counterparts  These  risks are higher in emerging
markets.. You should be prepared to ride out periods of underperformance.

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.


--------------------------------------------------------------------------------
INVESTOR EXPENSES
The estimated  expenses of the fund before and after  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
estimated 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                                                 1.25
Distribution (Rule 12b-1) fees                                  none
Other expenses                                                  0.70
--------------------------------------------------------------------------------
Total operating expenses                                        1.95
Fee waiver and
expense reimbursement(2)                                        0.60
--------------------------------------------------------------------------------
Net expenses(2)                                                 1.35
--------------------------------------------------------------------------------

Expense example(2)
--------------------------------------------------------------------------------
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,  net expenses for the period
9/1/00 through 2/28/02 and total operating expenses  thereafter,  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($)                                                  137         523
--------------------------------------------------------------------------------

(1) This table shows the fund's estimated  expenses expressed as a percentage of
    the fund's estimated average net assets.

(2) Reflects an agreement  dated 9/1/00 by Morgan  Guaranty Trust Company of New
    York, an affiliate of J.P. Morgan, to reimburse the fund to the extent total
    operating expenses (excluding  interest,  taxes and extraordinary  expenses)
    exceed 1.35% of the fund's average daily net assets through 2/28/02.


                            J.P. MORGAN INSTITUTIONAL GLOBAL HEALTHCARE FUND | 3


<PAGE>

GLOBAL EQUITY 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 420 analysts and portfolio managers
around the world and has approximately  $369 billion in assets under management,
including  assets  managed  by  the  fund's  advisor,   J.P.  Morgan  Investment
Management Inc.


J.P. MORGAN GLOBAL HEALTHCARE FUND
The fund invests primarily in stocks and other equity securities of U.S. and
foreign  companies  who  derive  at  least  50% of their  revenues  from or have
invested 50% of their assets in healthcare related businesses. As a shareholder,
you should  anticipate  risks and rewards  beyond those of a typical equity fund
investing  solely  in  stocks  of U.S.  issuers  representing  a broad  range of
industries.


--------------------------------------------------------------------------------
Who may want to invest

The fund is designed for investors who:

o are pursuing a long-term goal

o want to add a global investment with growth potential to further diversify a
  portfolio

o are looking for the added rewards and are willing to accept the added risks of
  a fund that invests in the healthcare sector

The fund is not designed for investors who:

o require regular income or stability of principal

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

o are uncomfortable with the risks of international investing

o are uncomfortable with the fund's focus on the healthcare sector

o are looking for a less aggressive stock investment


4 | GLOBAL EQUITY MANAGEMENT APPROACH


<PAGE>

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

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

[GRAPHIC OMITTED]
Morgan may adjust currency exposure
to seek to manage risks and
enhance returns

<PAGE>

J.P.  Morgan,  as advisor,  selects the global equity  securities for the fund's
investments  using the investment  process  described  below to determine  which
companies are most likely to provide high total return to shareholders. In order
to maximize return potential, the fund is not constrained by geographic limits.

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

Research and valuation  Research  findings  allow J.P.  Morgan to rank companies
according to their relative value; combined with J.P. Morgan's qualitative view,
the most  attractive  investment  opportunities  in the  universe of  healthcare
stocks are identified.

J.P.  Morgan takes an in-depth look at company  prospects over a relatively long
period  - often  as much as five  years -  rather  than  focusing  on  near-term
expectations.  This  approach is designed  to provide  insight  into a company's
growth  potential.  J.P. Morgan's in-house research is developed by an extensive
worldwide network of over 120 career analysts. The team of analysts dedicated to
the healthcare sector includes  approximately 7 members, with an average of over
15 years of experience.

Stock  selection  Using  research as the basis for  investment  decisions,  J.P.
Morgan portfolio  managers construct a portfolio  representing  companies in the
healthcare  sector,  which in their view have an  exceptional  return  potential
relative to other  companies  in this  sector.  J.P.  Morgan's  stock  selection
criteria  focus on highly  rated  U.S.  and  foreign  companies  which also meet
certain  other  criteria,  such as  responsiveness  to  industry  themes  (e.g.,
consolidation/re-structuring),  new drug development,  conviction in management,
the company's  product  pipeline,  and catalysts  that may  positively  affect a
stock's performance over the next twelve months.

Currency management J.P. Morgan actively manages the fund's currency exposure in
an effort to manage risk and enhance total  return.  The fund has access to J.P.
Morgan's currency specialists to determine the extent and nature of its exposure
to various foreign currencies.



                                           GLOBAL EQUITY MANAGEMENT APPROACH | 5
<PAGE>
YOUR INVESTMENT
--------------------------------------------------------------------------------
For your convenience,  the J.P. Morgan Institutional 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  THROUGH AN  EMPLOYER-SPONSORED  RETIREMENT PLAN Your fund investments
are handled  through  your plan.  Refer to your plan  materials  or contact your
benefits office for information on buying, selling, or exchanging fund shares.

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

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

o Determine  the amount  you are  investing.  The  minimum  amount  for  initial
  investments in the fund is $1,000,000 and for additional  investments $25,000,
  although these minimums may be less for some investors.  For more  information
  on minimum investments, call 1-800-766-7722.

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 on the
  right.


For answers to any questions, please speak with a J.P. Morgan Funds Services
Representative at 1-800-766-7722.


<PAGE>

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:

  Morgan Guaranty Trust Company of New York - Delaware
  Routing number: 031-100-238
  Credit: J.P.M. Institutional Shareholder Services
  Account number: 011-57-689
  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
  Institutional 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
  Institutional Funds.

o Mail the check with a completed  investment slip to the  Shareholder  Services
  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 cash 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 any cash 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 cash.

<PAGE>

--------------------------------------------------------------------------------
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  Institutional  or J.P.  Morgan 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 market quotes or pricing services. 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 on a foreign exchange after the close of trading on
that exchange that would  materially  impact a security's  value at the time the
fund  calculates its NAV), 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 as
permitted by law and to postpone payment of proceeds for up to seven days.
--------------------------------------------------------------------------------
Shareholder Services Agent
Morgan Christiana Center
J.P. Morgan Funds Services - 2/OPS3
500 Stanton Christiana Road
Newark, DE 19713
1-800-766-7722

Representatives are available 8:00 a.m. to 6:00 p.m. eastern time on fund
business days.

                                                             YOUR INVESTMENT | 7


<PAGE>

--------------------------------------------------------------------------------
Timing of settlements  When you buy shares,  you will become the owner of record
when the fund receives your payment, generally the day following execution. When
you  sell  shares,  the  proceeds  are  generally  available  the day  following
execution and will be forwarded according to your instructions.

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 its 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  reserves the right to close out your account and
send the proceeds to the address of record.

DIVIDENDS AND DISTRIBUTIONS
The fund typically pays income dividends and makes capital gains  distributions,
if any, once per year.  However,  the fund may make more or fewer  payments in a
given  year,  depending  on  its  investment  results  and  its  tax  compliance
situation.  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 Institutional Fund.

<PAGE>

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

--------------------------------------------------------------------------------
Transaction                                  Tax status
--------------------------------------------------------------------------------
Income dividends                             Ordinary income
--------------------------------------------------------------------------------
Short-term capital gains                     Ordinary income
distributions
--------------------------------------------------------------------------------
Long-term capital gains                      Capital gains
distributions
--------------------------------------------------------------------------------
Sales or exchanges of shares                 Capital gains or losses
owned for more than one year
--------------------------------------------------------------------------------
Sales or exchanges of shares                 Gains are treated as ordinary
owned for one year or less                   income; losses are subject
                                             to special rules
--------------------------------------------------------------------------------

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

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

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

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

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


8 | YOUR INVESTMENT


<PAGE>

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

BUSINESS STRUCTURE
The fund is a series of J.P.  Morgan  Series  Trust,  a  Massachusetts  business
trust.  Information  about  other  series or  classes  is  available  by calling
1-800-766-7722.  In the future,  the trustees could create other series or share
classes, which would have different expenses.  Fund shareholders are entitled to
one full or fractional vote for each dollar or fraction of a dollar invested.

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


<PAGE>

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                               1.25% of the fund's
   average net assets
--------------------------------------------------------------------------------
Administrative services                         Fund's pro-rata portion of
(fee shared with Funds                          0.09% of the first $7 billion of
Distributor, Inc.)                              average net assets
                             in J.P. Morgan-advised
                             portfolios, plus 0.04%
                                                of average net assets over
                                                $7 billion
--------------------------------------------------------------------------------
Shareholder services                            0.10% 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.


                                                                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 each fund's  policies  toward various
investments,  including  those that are  designed to help  certain  funds manage
risk.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Potential risks                           Potential rewards                     Policies to balance risk and reward
------------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                                   <C>
Market conditions

o The fund's share price and              o Stocks have generally               o Under normal circumstances, the
fund plans to
  performance will fluctuate                outperformed more stable              remain fully invested, with at
least 65% in
  in response to stock market               invest- ments (such as bonds          stocks of at least three
countries, including
  movements                                 and cash equivalents) over            the United States; stock
investments may include
                                            the long term                         U.S. and foreign common stocks,
convertible
o Adverse market conditions                                                       securities, preferred stocks,
trust or
  may from time to time cause                                                     partnership interests, warrants,
rights, and
  the fund to take temporary                                                      investment company
securities
  defensive positions that
are
  inconsistent with its                                                         o During severe market downturns,
the fund has the
  principal investment                                                            option of investing up to 100% of
assets in
  strategies and may hinder                                                       investment-grade short-term
securities
  the fund from achieving its
  investment objective
------------------------------------------------------------------------------------------------------------------------------------
Management choices

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

o The value of fund shares                o Stocks within this sector
  will be affected by factors               have the potential to
  peculiar to the sector in                 outperform the broader
  which the fund invests, and,              market indices
  as a result, may fluctuate
  more widely than that of a
  fund that invests in a
  broader range of industries
------------------------------------------------------------------------------------------------------------------------------------
Foreign investments

o Currency exchange rate                  o Favorable exchange rate             o The fund actively manages the
currency exposure
  movements could reduce gains              movements could generate              of its foreign investments
relative to its
  or create losses                          gains or reduce losses                benchmark, and may hedge back into
the U.S.
                                                                                  dollar from time to time (see
also
o The fund could lose money               o Foreign investments, which
"Derivatives")
  because of foreign                        represent a major portion of
  government actions,                       the world's securities,
  political instability or                  offer attractive potential
  lack of adequate and                      performance and
  accurate information                      opportunities for
                                            diversification
o Investment risks tend to be
  higher in emerging markets.             o Emerging markets can offer
  These markets also present                higher returns
  higher liquidity and
  valuation risks
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

FUND DETAILS


<PAGE>
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Potential risks                           Potential rewards                     Policies to balance risk and reward
------------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                                   <C>
Derivatives

o Derivatives such as futures,            o Hedges that correlate well          o The fund uses derivatives for
hedging and for
  options, swaps, and forward               with underlying positions             risk management (i.e., to
establish or adjust
  foreign currency contracts                can reduce or eliminate               exposure to particular securities,
markets or
  that are used for hedging                 losses at low cost                    currencies); risk management may
include
  the portfolio or specific                                                       management of a fund's exposure
relative to its
  securities may not fully                o A fund could make money and
benchmark
  offset the underlying                     protect against losses
if
  positions and this could                  management's analysis proves        o The fund only establishes hedges
that it expects
  result in losses to the fund              correct                               will be highly correlated with
underlying
  that would not have
positions
  otherwise occurred1                     o Derivatives that
involve
                                            leverage could generate             o While the fund may use derivatives
that
o Derivatives used for risk                 substantial gains at low              incidentally involve leverage, it
does not use
  management may not have the               cost                                  them for the specific purpose of
leveraging its
  intended effects and may
portfolio
  result in losses or missed
  opportunities

o The counterparty to a
  derivatives contract could
  default

o Certain types of derivatives
  involve costs to the funds
  which can reduce returns

o Derivatives that involve
  leverage could magnify
  losses
------------------------------------------------------------------------------------------------------------------------------------
Securities lending

o When the fund lends a                   o The fund may enhance income         o J.P. Morgan maintains a list of
approved
  security, there is a risk                 through the investment of
borrowers
  that the loaned securities                the collateral received
from
  may not be returned if the                the borrower                        o The fund receives collateral equal
to at least
  borrower defaults                                                               100% of the current value of
securities loaned

o The collateral will be                                                        o The lending agents indemnify a
fund against
  subject to the risks of the                                                     borrower
default
  securities in 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                     o These holdings may offer            o The fund may not invest more than
15% of net
  difficulty valuing these                  more attractive yields or             assets in illiquid
holdings
  holdings precisely                        potential growth
than
                                            comparable widely traded            o To maintain adequate liquidity to
meet
o The fund could be unable to               securities                            redemptions, each fund may hold
investment-grade
  sell these holdings at the                                                      short-term securities (including
repurchase
  time or price it desires                                                        agreements and reverse 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                      o The fund can take advantage         o The fund uses segregated accounts
to offset
  securities before issue or                of attractive transaction             leverage
risk
  for delayed delivery, it                  opportunities
  could be exposed to leverage
  risk if it does not use
  segregated accounts
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

FUND DETAILS | 11

<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Potential risks                           Potential rewards                     Policies to balance risk and reward
------------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                                   <C>
Short-term trading

o Increased trading would                 o The fund could realize gains        o The fund generally avoids
short-term trading,
  raise the fund's brokerage                in a short period of time             except to take advantage of
attractive or
  and related costs                                                               unexpected opportunities or to
meet demands
                                          o The fund could protect                generated by shareholder
activity
o Increased short-term capital              against losses if a stock
is
  gains distributions would                 overvalued and its value            o The expected annual portfolio
turnover rate for
  raise shareholders' income                later falls                           the fund is
50-80%
  tax liability
------------------------------------------------------------------------------------------------------------------------------------
</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 changes in 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.


12 | FUND DETAILS

<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 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 Institutional Funds
Morgan Christiana Center
J.P. Morgan Funds Services - 2/OPS3
500 Stanton Christiana Road
Newark, DE 19713

Telephone:  1-800-766-7722

Hearing impaired:  1-888-468-4015

E-mail:  [email protected]

Text-only  versions of these  documents and this prospectus are available at the
Public  Reference Room of the Securities and Exchange  Commission in Washington,
D.C.  (for  information,  call  1-202-942-8090)  and may be viewed  on-screen or
downloaded from the SEC's Internet site at  http://www.sec.gov;  copies also may
be  obtained,   after   paying  a   duplicating   fee,  by  e-mail   request  to
[email protected]  or  by  writing  to  the  SEC's  Public  Reference  Section,
Washington,  D.C.  20549-0102.  The  fund's  investment  company  and  1933  Act
registration numbers are: 811-07795 and 333-11125.

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


JPMorgan
--------------------------------------------------------------------------------
J.P. Morgan Series Trust

Advisor                                       Distributor
J.P. Morgan Investment Management Inc.        Funds Distributor, Inc.
522 Fifth Avenue                              60 State Street
New York, NY 10036                            Boston, MA 02109
1-800-766-7722                                1-800-221-7930


<PAGE>


--------------------------------------------------------------------------------
                                                  SEPTEMBER 1, 2000 | PROSPECTUS
--------------------------------------------------------------------------------

J.P. MORGAN GLOBAL HEALTHCARE FUND - ADVISOR SHARES






                                           -------------------------------------
                        Seeking high total return from a
                      portfolio of global equity securities
                            in the healthcare sector

This prospectus  contains  essential  information for anyone  investing in these
funds. 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 as an investment 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
--------------------------------------------------------------------------------

2 | The fund's goal, principal strategies, principal risks and expenses

J.P. MORGAN GLOBAL HEALTHCARE FUND - ADVISOR SHARES
Fund description ...........................................................   2
Investor expenses ..........................................................   3

4|

GLOBAL EQUITY MANAGEMENT APPROACH
J.P. Morgan ................................................................   4
J.P. Morgan Global Healthcare Fund .........................................   4
Who may want to invest .....................................................   4
Global equity investment process ...........................................   5


6 | Investing in the J.P. Morgan Global Healthcare Fund - Advisor Shares

YOUR INVESTMENT
Investing through a service organization ...................................   6
Account and transaction policies ...........................................   6
Dividends and distributions ................................................   7
Tax considerations .........................................................   7

8 | More about risk and the fund's business operations

FUND DETAILS
Business structure .........................................................   8
Management and administration ..............................................   8
Risk and reward elements ...................................................   9

FOR MORE INFORMATION ...............................................  back cover

<PAGE>

J.P. MORGAN GLOBAL HEALTHCARE FUND - ADVISOR SHARES

[GRAPHIC OMITTED]
RISK/RETURN SUMMARY
For a more detailed  discussion of the fund's investments and its main risks, as
well as fund strategies, please see pages 10-12.

[GRAPHIC OMITTED]
GOAL
The fund seeks to provide high total return from a worldwide portfolio of equity
securities  in  the  healthcare  sector.   This  goal  can  be  changed  without
shareholder approval.

[GRAPHIC OMITTED]
INVESTMENT APPROACH
Principal Strategies
The fund invests primarily in stocks and other equity securities of U.S. and
foreign healthcare companies, of all sizes that offer potential for
high  total  return.  The  fund  will  invest  primarily  in  four  sub-sectors:
pharmaceuticals,  biotechnology,  medical  technology and  healthcare  services.
These  investment  companies  may include,  for example,  companies  principally
engaged in: the design, manufacture or sale of products or services used for, or
in connection with, health care, medicine and agricultural  chemicals;  research
and development of pharmaceutical  products and services; the manufacture and/or
distribution of  biotechnological  and biomedical  products,  including devices,
instruments  and  drug  delivery  systems;   and  the  operation  of  healthcare
facilities.  There are no prescribed  limits on the  weightings of securities in
any particular sector or in any individual company.

The fund may invest in securities of companies from any geographical region, but
intends to invest primarily in securities of companies in developed markets. The
fund may also invest to a lesser extent in emerging markets.

The  fund  may  invest  substantially  in  securities   denominated  in  foreign
currencies  and actively  seeks to enhance  returns  through  managing  currency
exposure.  To the extent the fund  hedges its  currency  exposure  into the U.S.
dollar,  it may reduce the effects of currency  fluctuations.  The fund also may
hedge  from  one  foreign  currency  to  another,   although   emerging  markets
investments are typically unhedged.

Under normal market conditions,  the fund will remain fully invested.  Using its
global perspective,  J.P. Morgan uses the investment process described on page 5
to identify those stocks which in its view have an exceptional return potential.

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

<PAGE>

TICKER SYMBOL: XXXXX
--------------------------------------------------------------------------------
REGISTRANT: J.P. MORGAN SERIES TRUST
(J.P. MORGAN GLOBAL HEALTHCARE FUND: ADVISOR SHARES)

PORTFOLIO MANAGEMENT
The  fund's  assets  are  managed  by  J.P.  Morgan,   which  currently  manages
approximately  $369  billion,  including  more than $2.6 billion  using  similar
strategies as the fund.

The portfolio  management team is led by Andrew Cormie, vice president,  who has
been an international  equity portfolio  manager since 1977 and employed by J.P.
Morgan since 1984,  Shawn Lytle,  vice president,  who has been an international
equity portfolio  manager since 1998 and employed by J.P. Morgan since 1992, and
Bertrand  Biragnet,  vice president,  an international  portfolio  manager since
joining J.P. Morgan in 1996. Prior to joining Morgan, Mr. Biragnet worked at the
European Center for Particle  Physics in Geneva and T. Hoare & Co.  stockbrokers
in London.

--------------------------------------------------------------------------------
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 GLOBAL HEALTHCARE FUND - ADVISOR SHARES


<PAGE>
--------------------------------------------------------------------------------
The fund is a  non-diversified  and may invest in fewer stocks than other global
equity funds. This  concentration  increases the risk and potential of the fund.
With a concentrated portfolio of securities,  it is possible that the fund could
have returns that are  significantly  more volatile than relevant market indices
and other,  more diversified  mutual funds.  Because the fund holds a relatively
small  number of  securities,  a large  movement  in the price of a stock in the
portfolio  could have a larger impact on the fund's share price than would occur
if the fund held more securities.

Because the fund's  investments are concentrated in the healthcare  sector,  the
value of its shares will be  affected  by factors  unique to this sector and may
fluctuate  more  widely  than that of a fund which  invests in a broad  range of
industries.  Healthcare  companies  are  subject to  government  regulation  and
approval of their products and services,  which can have a significant effect on
their market  price.  The types of products or services  produced or provided by
these companies may quickly become  obsolete.  Moreover,  liability for products
that are later alleged to be harmful or unsafe may be substantial,  and may have
a  significant  impact on the  healthcare  company's  market  value and/or share
price.   Biotechnology   and   related   companies   are   affected   by  patent
considerations,  intense competition,  rapid technology change and obsolescence,
and regulatory  requirements of various federal and state agencies. In addition,
many of these companies are relatively small and have thinly traded  securities,
may not yet offer products or offer a single  product,  and may have  persistent
losses  during a new  product's  transition  from  development  to production or
erratic revenue patterns. The stock prices of these companies are very volatile,
particularly  when their  products are up for regulatory  approval  and/or under
regulatory scrutiny.

In general, international investing involves higher risks than investing in U.S.
markets. Foreign markets tend to be more volatile than those of the U.S., and
changes in currency  exchange  rates could impact  market  performance.  Foreign
securities are generally riskier than their domestic  counterparts.  These risks
are higher in  emerging  markets  .You should be prepared to ride out periods of
underperformance.

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.

<PAGE>

--------------------------------------------------------------------------------
INVESTOR EXPENSES
The estimated  expenses of the fund before and after  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
estimated 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                                                             1.25
Distribution (Rule 12b-1) fees(2)                                           0.25
Service fees(3)                                                             0.25
Other expenses                                                              0.65
--------------------------------------------------------------------------------
Total operating expenses                                                    2.40
Fee waiver and
expense reimbursement(4)                                                    0.60
--------------------------------------------------------------------------------
Net expenses(4)                                                             1.80
--------------------------------------------------------------------------------

Expense examples(4)
--------------------------------------------------------------------------------
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,  net expenses for the period
9/1/00 through 2/28/02 and total operating expenses  thereafter,  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 ($)                                                 183         661
--------------------------------------------------------------------------------

(1)  This table shows the fund's estimated expenses expressed as a percentage of
     the fund's estimated average net assets.

(2)  The plan under Rule 12b-1 (described on page 8) allows such fees to be paid
     out of the fund's assets on an ongoing  basis.  Over time,  these fees will
     increase the cost of your investment and may cost you more than other types
     of sales charges.

(3)  Service organizations  (described on page 6) may charge other fees to their
     customers who are the beneficial  owners of shares in connection with their
     customers'  accounts.  Such  fees,  if any,  may  affect  the  return  such
     customers realize with respect to their investments.

(4)  Reflects an agreement  dated 9/1/00 by Morgan Guaranty Trust Company of New
     York,  an affiliate  of J.P.  Morgan,  to reimburse  the fund to the extent
     total  operating  expenses  (excluding  interest,  taxes and  extraordinary
     expenses)  exceed  1.80% of the fund's  average  daily net  assets  through
     2/28/02.


                         J.P. MORGAN GLOBAL HEALTHCARE FUND - ADVISOR SHARES | 3

<PAGE>


GLOBAL EQUITY 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 420 analysts and portfolio managers
around  the world and has more than $369  billion  in assets  under  management,
including  assets  managed  by  the  fund's  advisor,   J.P.  Morgan  Investment
Management Inc.

J.P. MORGAN GLOBAL HEALTHCARE FUND
The fund invests primarily in stocks and other equity securities of U.S. and
foreign  companies  who  derive  at  least  50% of their  revenues  from or have
invested 50% of their assets in healthcare related businesses. As a shareholder,
you should  anticipate  risks and rewards  beyond those of a typical equity fund
investing  solely  in  stocks  of U.S.  issuers  representing  a broad  range of
industries.

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

o are pursuing a long-term goal

o want to add a global investment with growth potential to further diversify a
  portfolio

o are looking for the added rewards and are willing to accept the added risks of
  a fund that invests in the healthcare sector

The fund is not designed for investors who:

o  require regular income or stability of principal

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

o  are uncomfortable with the risks of international investing

o  are uncomfortable with the fund's focus on the healthcare sector

o  are looking for a less aggressive stock investment


4 | GLOBAL EQUITY MANAGEMENT APPROACH

<PAGE>

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

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

[GRAPHIC OMITTED]
Morgan may adjust currency
exposure to seek to manage risks
and enhance returns

<PAGE>

J.P.  Morgan,  as advisor,  selects the global equity  securities for the fund's
investments  using the investment  process  described  below to determine  which
companies are most likely to provide high total return to shareholders. In order
to maximize return potential, the fund is not constrained by geographic limits.

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

Research and valuation  Research  findings  allow J.P.  Morgan to rank companies
according to their relative value; combined with J.P. Morgan's qualitative view,
the most  attractive  investment  opportunities  in the  universe of  healthcare
stocks are identified.

J.P.  Morgan takes an in-depth look at company  prospects over a relatively long
period  - often  as much as five  years -  rather  than  focusing  on  near-term
expectations.  This  approach is designed  to provide  insight  into a company's
growth  potential.  J.P. Morgan's in-house research is developed by an extensive
worldwide network of over 120 career analysts. The team of analysts dedicated to
the healthcare sector includes  approximately 7 members, with an average of over
15 years of experience.

Stock  selection  Using  research as the basis for  investment  decisions,  J.P.
Morgan portfolio  managers construct a portfolio  representing  companies in the
healthcare  sector,  which in their view have an  exceptional  return  potential
relative to other  companies  in this  sector.  J.P.  Morgan's  stock  selection
criteria  focus on highly  rated  U.S.  and  foreign  companies  which also meet
certain  other  criteria,  such as  responsiveness  to  industry  themes  (e.g.,
consolidation/restructuring),  new drug  development,  conviction in management,
the company's  product  pipeline,  and catalysts  that may  positively  affect a
stock's performance over the next twelve months.

Currency management J.P. Morgan actively manages the fund's currency exposure in
an effort to manage risk and enhance total  return.  The fund has access to J.P.
Morgan's currency specialists to determine the extent and nature of its exposure
to various foreign currencies.




                                           GLOBAL EQUITY MANAGEMENT APPROACH | 5

<PAGE>

YOUR INVESTMENT
--------------------------------------------------------------------------------
INVESTING THROUGH SERVICE ORGANIZATIONS
Prospective investors may only purchase,  exchange and redeem shares of the fund
with the assistance of a service organization. Your service organization is paid
by the  fund  to  assist  you  in  establishing  your  fund  account,  executing
transactions,  and monitoring  your  investment.  The minimum amount for initial
investments in the fund is $2,500 and for additional  investments $500, although
these minimums may be less for some investors. Service organizations may provide
the following  services in connection with their  customers'  investments in the
fund:

o Acting, directly or through an agent, as the sole shareholder of record

o Maintaining account records for customers

o Processing orders to purchase, redeem or exchange shares for customers

o Responding to inquiries from shareholders

o Assisting customers with investment procedures

ACCOUNT AND TRANSACTION POLICIES
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 market quotes or pricing services. 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 on a foreign exchange after the close of trading on
that exchange 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 as
permitted by law and to postpone payment of proceeds for up to seven days.

Timing of settlements  When you buy shares,  you will become the owner of record
when the fund receives your payment, generally the day following execution. When
you  sell  shares,  the  proceeds  are  generally  available  the day  following
execution and will be forwarded according to your instructions.

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.

Redemption in kind The fund reserves the right to make  redemptions  of $250,000
in securities rather than in cash.


6 | YOUR INVESTMENT

<PAGE>

Statements and reports You will receive from your service  organization  account
statements and confirmation of each purchase or sale of shares. Every six months
the fund sends out an annual or semi-annual report containing information on its
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  reserves the right to close out your account and
send the proceeds to the address of record.

DIVIDENDS AND DISTRIBUTIONS
The fund typically pays income dividends and makes capital gains  distributions,
if any, once per year.  However,  the fund may make more or fewer  payments in a
given  year,  depending  on  its  investment  results  and  its  tax  compliance
situation.  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 service organization to have them sent to
you by check, credited to a separate account or invested in another J.P. Morgan
Advisor Fund.

<PAGE>

--------------------------------------------------------------------------------
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 for taxable accounts:

--------------------------------------------------------------------------------
Transaction                                        Tax status
--------------------------------------------------------------------------------
Income dividends                                   Ordinary income
--------------------------------------------------------------------------------
Short-term capital gains                           Ordinary income
distributions
--------------------------------------------------------------------------------
Long-term capital gains                            Capital gains
distributions
--------------------------------------------------------------------------------
Sales or exchanges of shares                       Capital gains or losses
owned for more than one year
--------------------------------------------------------------------------------
Sales or exchanges of shares                       Gains are treated as ordinary
owned for one year or less                         income; losses are subject
to special rules
--------------------------------------------------------------------------------

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

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

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

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

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

--------------------------------------------------------------------------------
Shareholder Services Agent
Morgan Christiana Center
J.P. Morgan Funds Services - 2/OPS3
500 Stanton Christiana Road
Newark, DE 19713
1-800-766-7722

Representatives are available 8:00 a.m. to 6:00 p.m. eastern time on fund
business days.


                                                             YOUR INVESTMENT | 7


<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
1-800-766-7722.  In the future,  the trustees could create other series or share
classes, which would have different expenses.  Fund shareholders are entitled to
one full or fractional vote for each dollar or fraction of a dollar invested.


MANAGEMENT AND ADMINISTRATION
The fund and the other  series of the 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 certain 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:

<PAGE>

--------------------------------------------------------------------------------
Advisory services                                  1.25% of the fund's
                               average net assets
--------------------------------------------------------------------------------
Administrative services                            Fund's pro-rata portion of
(fee shared with                                   0.09% of the first $7 billion
Funds Distributor, Inc.)                           of average net assets in
                               J.P. Morgan-advised
                                                   portfolios, plus 0.04% of
                                                   average net assets over
                                   $7 billion
--------------------------------------------------------------------------------
Shareholder services                               0.05% of the fund's average
                                   net assets
--------------------------------------------------------------------------------

The fund has a service plan which allows it to pay service  organizations  up to
0.25% of the  average  net assets of the shares  held in the name of the service
organization.

The fund has  adopted  a plan  under  Rule  12b-1  that  allows  the fund to pay
distribution  fees up to 0.25% of the fund's average net assets for the sale and
distribution of its shares. Because these fees are paid out of the fund's assets
on an  ongoing  basis,  over  time  these  fees will  increase  the cost of your
investment and may cost you more than paying other types of sales charges.

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


8 | FUND DETAILS

<PAGE>

                  THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY



                                                                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
securities, including those that are designed to help the fund manage risk.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Potential risks                         Potential rewards                       Policies to balance risk and reward
------------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                                     <C>
Market conditions

o The fund's share price and            o Stocks have generally                 o Under normal circumstances, the
fund plans to
  performance will fluctuate              outperformed more stable                remain fully invested, with at
least 65% in stocks
  in response to stock market             investments (such as bonds              of at least three countries,
including the United
  movements                               and cash equivalents) over              States; stock investments may
include U.S. and
                                          the long term                           foreign common stocks, convertible
securities,
o Adverse market conditions                                                       preferred stocks, trust or
partnership interests,
  may from time to time cause                                                     warrants, rights, and investment
company
  the fund to take temporary
securities
  defensive positions that are
  inconsistent with its                                                         o During severe market downturns,
the fund has the
  principal investment                                                            option of investing up to 100% of
assets in
  strategies and may hinder                                                       investment-grade short-term
securities
  the fund from achieving its
  investment objective
------------------------------------------------------------------------------------------------------------------------------------
Management choices

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

o The value of fund shares              o Stocks within this sector
  will be affected by factors             have the potential to
  peculiar to the sector in               outperform the broader
  which the fund invests, and,            market indices
  as a result, may fluctuate
  more widely than that of a
  fund that invests in a
  broader range of industries
------------------------------------------------------------------------------------------------------------------------------------
Foreign investments

o Currency exchange rate                o Favorable exchange rate               o The fund actively manages the
currency exposure of
  movements could reduce gains            movements could generate                its foreign investments and may
hedge a portion of
  or create losses                        gains or reduce losses                  its foreign currency exposure into
the U.S. dollar
                                                                                  or other currencies which the
advisor deems more
o The fund could lose money             o Foreign investments, which              attractive (see also
"Derivatives")
  because of foreign                      represent a major portion of
  government actions,                     the world's securities,
  political instability or                offer attractive potential
  lack of adequate and                    performance and
  accurate information                    opportunities for
                                          diversification
o Investment risks tend to be
  higher in emerging markets.           o Emerging markets can offer
  These markets also present              higher returns
  higher liquidity and
  valuation risks
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

10 |FUND DETAILS


<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Potential risks                         Potential rewards                       Policies to balance risk and reward
------------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                                     <C>
Derivatives

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

o The counterparty to a
  derivatives contract could
  default

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 the fund lends a                 o The fund may enhance income           o J.P. Morgan maintains a list of
approved borrowers
  security, there is a risk               through the investment
of
  that the loaned securities              the collateral received from          o The fund receives collateral equal
to at least
  may not be returned if the              the borrower                            100% of the current value of
securities loaned
  borrower
defaults
                                                                                o The lending agents indemnify the
fund against
o The collateral will be                                                          borrower
default
  subject to the risks of
the
  securities in which it is                                                     o J.P. Morgan's collateral
investment guidelines
  invested                                                                        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                   o These holdings may offer              o The fund may not invest more than
15% of net
  difficulty valuing these                more attractive yields or               assets in illiquid
holdings
  holdings precisely                      potential growth
than
                                          comparable widely traded              o To maintain adequate liquidity to
meet
o The fund could be unable to             securities                              redemptions, the fund may hold
investment-grade
  sell these holdings at the                                                      short-term securities (including
repurchase
  time or price it desires                                                        agreements) and, for temporary or
extraordinary
                                                                                  purposes, may borrow from banks up
to 33 1/3% of
                                                                                  the value of its total
assets
------------------------------------------------------------------------------------------------------------------------------------
When-issued and delayed
delivery securities

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

<PAGE>

(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 changes in 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>


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Potential risks                         Potential rewards                       Policies to balance risk and reward
------------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                                     <C>
Short-term trading

o Increased trading would               o The fund could realize gains          o The fund generally avoids
short-term trading,
  raise the fund's brokerage              in a short period of time               except to take advantage of
attractive or
  and related costs                                                               unexpected opportunities or to
meet demands
                                        o The fund could protect                  generated by shareholder
activity
o Increased short-term capital            against losses if a stock
is
  gains distributions would               overvalued and its value              o The expected annual portfolio
turnover rate for
  raise shareholders' income              later falls                             the fund is
50-80%
  tax
liability
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


12 |FUND DETAILS

<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 Institutional Funds
Morgan Christiana Center
J.P. Morgan Funds Services-2/OPS3
500 Stanton Christiana Road
Newark, DE 19713

Telephone:  1-800-766-7722

Hearing impaired:  1-888-468-4015

E-mail:  [email protected]

Text-only  versions of these  documents and this prospectus are available at the
Public  Reference Room of the Securities and Exchange  Commission in Washington,
D.C.  (for  information,  call  1-202-942-8090)  and may be viewed  on-screen or
downloaded from the SEC's Internet site at  http://www.sec.gov;  copies also may
be  obtained,   after   paying  a   duplicating   fee,  by  e-mail   request  to
[email protected]  or  by  writing  to  the  SEC's  Public  Reference  Section,
Washington,  D.C.  20549-0102.  The  fund's  investment  company  and  1933  Act
registration numbers are:

J.P. Morgan Global Healthcare Fund - Advisor Series .... 811-07795 and 333-11125


J.P. MORGAN MUTUAL FUNDS AND THE MORGAN TRADITION
J.P.  Morgan  mutual  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,   J.P.   Morgan  mutual  funds  offer  a  broad  array  of  distinctive
opportunities for investors.

JPMorgan
--------------------------------------------------------------------------------
J.P. Morgan Series Trust

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


                                                                          IMPR43




<PAGE>

--------------------------------------------------------------------------------
                                                SEPTEMBER 1, 2000  |  PROSPECTUS
--------------------------------------------------------------------------------

J.P. MORGAN GLOBAL TECHNOLOGY
& TELECOMMUNICATIONS FUND

                                   ---------------------------------------------
                  Seeking high total return from a portfolio of
                   global equity securities in the technology
                         and telecommunications sectors

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 for anyone to state or suggest otherwise.

Distributed by Funds Distributor, Inc.                                  JPMorgan
<PAGE>

CONTENTS
--------------------------------------------------------------------------------

2 | The fund's goal, principal strategies, principal risks, and expenses

J.P. MORGAN GLOBAL TECHNOLOGY & TELECOMMUNICATIONS FUND
Fund description ............................................................  2
Investor expenses ...........................................................  3

4 |

GLOBAL EQUITY MANAGEMENT APPROACH
J.P. Morgan .................................................................  4
J.P. Morgan Global Technology & Telecommunications Fund .....................  4
Who may want to invest ......................................................  4
Global equity investment process ............................................  5

6 | Investing in the J.P. Morgan Global Technology & Telecommunications Fund

YOUR INVESTMENT
Investing through a financial professional ..................................  6
Investing through an employer-sponsored retirement plan .....................  6
Investing through an IRA or rollover IRA ....................................  6
Investing directly ..........................................................  6
Opening 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 business operations

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

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

J.P. MORGAN GLOBAL TECHNOLOGY & TELECOMMUNICATIONS FUND

[GRAPHIC OMITTED]
RISK/RETURN SUMMARY
For a more detailed  discussion of the fund's  investments and their main risks,
as well as fund strategies, please see pages 10-12.

[GRAPHIC OMITTED]
GOAL
The fund seeks to provide high total return from a worldwide portfolio of equity
securities in the technology and  telecommunications  sectors.  This goal can be
changed without shareholder approval.

[GRAPHIC OMITTED]
INVESTMENT APPROACH
Principal Strategies
The fund invests  primarily in stocks and other  equity  securities  of U.S. and
foreign  companies  principally   conducting  business  in  the  technology  and
telecommunications  sectors. These companies may include, for example, companies
that  develop,  produce or  distribute  products or  services  in the  computer,
Internet,  semi-conductor or electronics industries; and companies that develop,
manufacture or sell communications and networking  services or equipment.  There
are no prescribed  limits on the  weightings  of  securities  in any  particular
sector or in any individual company.

While there are no limits on the  geographical  allocation of fund  investments,
fund management intends to invest primarily in securities of companies domiciled
or located in the U.S.,  Canada,  Western  Europe and the Far East. The fund may
also invest, to a lesser extent, in emerging markets.

The fund may invest in companies of any size; however, emphasis will be given to
securities of large-capitalization companies (generally, companies with a market
capitalization  larger than one billion U.S.  dollars) and, to a lesser  extent,
medium-   capitalization   companies   (generally,   companies   with  a  market
capitalization between five hundred million to one billion U.S dollars) that, in
the opinion of fund management, demonstrate a favorable investment opportunity.

The  fund  may  invest  substantially  in  securities   denominated  in  foreign
currencies  and actively  seeks to enhance  returns  through  managing  currency
exposure.  To the extent the fund  hedges its  currency  exposure  into the U.S.
dollar,  it may reduce the effects of currency  fluctuations.  The fund also may
hedge  from  one  foreign  currency  to  another,   although   emerging  markets
investments are typically unhedged.

Under normal market conditions,  the fund will remain fully invested.  Using its
global perspective,  J.P. Morgan uses the investment process described on page 5
to identify those stocks which in its view have an exceptional return potential.

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

The fund is  non-diversified  and may invest in fewer  stocks than other  global
equity funds. This concentration  increases risk and potential of the fund. With
a concentrated portfolio of securities,  it is possible that the fund could have
returns that are significantly more volatile than <PAGE>

REGISTRANT: J.P. MORGAN SERIES TRUST
(J.P. MORGAN GLOBAL TECHNOLOGY &
TELECOMMUNICATIONS FUND: SELECT SHARES)

PORTFOLIO MANAGEMENT

The  fund's  assets  are  managed  by  J.P.  Morgan,   which  currently  manages
approximately  $369  billion,  including  more than $194 billion  using  similar
strategies as the fund.

The portfolio management team is led by Ella Brown, vice president, who has been
an international  equity portfolio manager since joining J.P Morgan in 1993, and
Frederic Wissinger,  vice president, who is a research analyst of the technology
sector and has been  employed by J.P.  Morgan since 1995. In addition to being a
portfolio  manager,  Ms. Brown is also  chairperson  of the  European  portfolio
review meetings.

--------------------------------------------------------------------------------
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 GLOBAL TECHNOLOGY & TELECOMMUNICATIONS FUND
<PAGE>

relevant market indices and other,  more diversified  mutual funds.  Because the
fund holds a relatively  small  number of  securities,  a large  movement in the
price of a stock in the portfolio could have a larger impact on the fund's share
price than would occur if the fund held more securities.

Because  the  fund's   investments  are   concentrated  in  the  technology  and
telecommunications  sectors, the value of its shares will be affected by factors
peculiar  to those  sectors  and may  fluctuate  more widely than that of a fund
which  invests in a broad range of  industries.  Many of the  companies in these
sectors may face special risks,  such as limited product lines or markets,  lack
of  commercial  success,  intense  competition,  or product  obsolescence.  Such
companies also are often subject to governmental regulation and therefore may be
affected adversely by certain government policies.

In general, international investing involves higher risks than investing in U.S.
markets.  Foreign  markets tend to be more volatile than those of the U.S.,  and
changes in currency  exchange  rates could impact  market  performance.  Foreign
securities are generally riskier than their domestic counterparts. The risks are
higher in  emerging  markets.  You  should be  prepared  to ride out  periods of
underperformance.

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.

--------------------------------------------------------------------------------
INVESTOR EXPENSES
The estimated  expenses of the fund before and after  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
estimated 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                                                             1.25
Distribution (Rule 12b-1) fees                                              none
Other expenses                                                              0.79
--------------------------------------------------------------------------------
Total operating expenses                                                    2.04
Fee waiver and
expense reimbursement(2)                                                    0.54
--------------------------------------------------------------------------------
Net expenses(2)                                                             1.50
--------------------------------------------------------------------------------

Expense example(2)
--------------------------------------------------------------------------------
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,  net expenses for the period
9/1/00 through 2/28/02 and total operating expenses  thereafter,  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($)                                         153                   560
--------------------------------------------------------------------------------

(1) This table shows the fund's estimated  expenses expressed as a percentage of
    the fund's estimated average net assets.

(2) Reflects an agreement  dated 9/1/00 by Morgan  Guaranty Trust Company of New
    York, an affiliate of J.P. Morgan, to reimburse the fund to the extent total
    operating expenses (excluding  interest,  taxes and extraordinary  expenses)
    exceed 1.50% of the fund's average daily net assets through 2/28/02.

                     J.P. MORGAN GLOBAL TECHNOLOGY & TELECOMMUNICATIONS FUND | 3
<PAGE>

GLOBAL EQUITY 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 approximately 420 analysts and portfolio
managers  around the world and has  approximately  $369  billion in assets under
management,  including  assets  managed  by  the  fund's  advisor,  J.P.  Morgan
Investment Management Inc.

J.P. MORGAN GLOBAL TECHNOLOGY & TELECOMMUNICATIONS FUND
The fund invests primarily in stocks and other equity securities of U.S. and
foreign companies who derive at least 50% of their revenues, or have invested at
least 50% of their assets in, from the technology or telecommunications sectors.
As a  shareholder,  you should  anticipate  risks and rewards  beyond those of a
typical equity fund investing  solely in stocks of U.S.  issuers  representing a
broad range of industries.

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

o are pursuing a long-term goal

o want to add a global investment with growth potential to further diversify a
  portfolio

o are looking for the added rewards and are willing to accept the added risks of
  a fund that invests in the technology and telecommunications sectors

The fund is not designed for investors who:

o require regular income or stability of principal

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

o are uncomfortable with the risks of international investing

o are uncomfortable with the fund's focus on the technology and
  telecommunications sectors

o are looking for a less aggressive stock investment

4 | U.S. EQUITY MANAGEMENT APPROACH
<PAGE>

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

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

[GRAPHIC OMITTED]
Morgan may adjust currency exposure
to seek to manage risks and
enhance returns
<PAGE>

J.P.  Morgan,  as advisor,  selects the global equity  securities for the fund's
investments  using the investment  process  described  below to determine  which
companies are most likely to provide high total return to shareholders. In order
to maximize return potential, the fund is not constrained by geographic limits.

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

Research and valuation  Research  findings  allow J.P.  Morgan to rank companies
according to their relative value; combined with J.P. Morgan's qualitative view,
the most attractive  investment  opportunities in the universe of technology and
telecommunication stocks are identified.

J.P.  Morgan takes an in-depth look at company  prospects over a relatively long
period--often  as  much  as  five   years--rather  than  focusing  on  near-term
expectations.  This  approach is designed  to provide  insight  into a company's
growth  potential.  J.P. Morgan's in-house research is developed by an extensive
worldwide network of over 120 career analysts. The team of analysts dedicated to
the global technology and  telecommunications  sectors includes approximately 13
members, with an average of over 8 years of experience.

Stock  selection  Using  research as the basis for  investment  decisions,  J.P.
Morgan portfolio  managers construct a portfolio  representing  companies in the
technology  or  telecommunications   sectors,   which  in  their  view  have  an
exceptional return potential relative to other companies in these sectors.  J.P.
Morgan's stock  selection  criteria focus on highly rated U.S. and foreign large
cap companies which also meet certain other criteria,  such as responsiveness to
industry themes (e.g.,  consolidation/restructuring),  conviction in management,
the company's  product  positioning,  and catalysts that may positively affect a
stock's performance over the next twelve months.

Currency management J.P. Morgan actively manages the fund's currency exposure in
an effort to manage risk and enhance total  return.  The fund has access to J.P.
Morgan's currency specialists to determine the extent and nature of its exposure
to various foreign currencies.

                                             U.S. EQUITY MANAGEMENT APPROACH | 5
<PAGE>

YOUR INVESTMENT
--------------------------------------------------------------------------------
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  THROUGH AN  EMPLOYER-SPONSORED  RETIREMENT PLAN Your fund investments
are handled  through  your plan.  Refer to your plan  materials  or contact your
benefits office for information on buying, selling, or exchanging fund shares.

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

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

o Determine  the amount  you are  investing.  The  minimum  amount  for  initial
  investment  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 on the
  right.

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

--------------------------------------------------------------------------------
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:

  Morgan Guaranty Trust Company of New York - Delaware
  Routing number: 031-100-238
  Credit: Morgan Guaranty Trust Shareholder Services
  Account number: 000-73-836
  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 Transfer 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 cash 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 any cash 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 cash.
<PAGE>

--------------------------------------------------------------------------------
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 market quotes or pricing services. 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 on a foreign exchange after the close of trading on
that exchange that would  materially  impact a security's  value at the time the
fund  calculates its NAV), 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 as
permitted by law and to postpone payment of proceeds for up to seven days.
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
<S>                                                            <C>
Transfer Agent                                                 Shareholder Services Agent
State Street Bank and Trust Company                            Morgan Christiana Center
P.O. Box 8411                                                  J.P. Morgan Funds Services - 2/OPS3
Boston, MA 02266-8411                                          500 Stanton Christiana Road
Attention: J.P. Morgan Funds Services                          Newark, DE 19713
                                                               1-800-521-5411

Representatives are available 8:00 a.m. to 6:00 p.m. eastern
time on fund business days.
</TABLE>

                                                             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,  cash  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 its 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  reserves the right to close out your account and
send the proceeds to the address of record.

DIVIDENDS AND DISTRIBUTIONS
The fund typically pays income dividends and makes capital gains  distributions,
if any, once per year.  However,  the fund may make more or fewer  payments in a
given  year,  depending  on  its  investment  results  and  its  tax  compliance
situation.  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.
<PAGE>

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

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

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

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

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

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

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

8 | YOUR INVESTMENT
<PAGE>

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

BUSINESS STRUCTURE
The fund is a series of 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.  Fund
shareholders  are  entitled  to one full or  fractional  vote for each dollar or
fraction of a dollar invested.

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

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                               1.25% of the fund's
                               average net assets
--------------------------------------------------------------------------------
Administrative services                         Fund's pro-rata portion of
(fee shared with Funds                          0.09% of the first $7 billion of
Distributor, Inc.)                              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.

                                                                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
securities, including those that are designed to help the fund manage risk.
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Potential risks                          Potential rewards                        Policies to balance risk and reward
------------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                                      <C>
Market conditions

o The fund's share price and             o Stocks have generally outperformed     o Under normal circumstances the
fund plans to
  performance will fluctuate in            more stable invest- ments (such as       remain fully invested, with at
least 65% in
  response to stock market movements       bonds and cash equivalents) over         stocks of at least three
countries, including
                                           the long term                            the United States; stock
investments may include
o Adverse market conditions may from                                                U.S. and foreign common stocks,
convertible
  time to time cause the fund to take                                               securities, preferred stocks,
trust or
  temporary defensive positions that                                                partnership interests, warrants,
rights, and
  are inconsistent with its principal                                               investment company
securities
  investment strategies and
may
  hinder the fund from achieving its                                              o During severe market downturns,
the fund has the
  investment objective                                                              option of investing up to 100%
of assets in
                                                                                    investment-grade short-term
securities
o The fund is non-diversified which means that a relatively high percentage of
  the fund's assets may be investment in a limited number of issuers.
  Therefore,  its  performance  may be more  vulnerable to changes in the market
  value of a single issuer or a group of issuers.
------------------------------------------------------------------------------------------------------------------------------------
Management choices

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

returns
------------------------------------------------------------------------------------------------------------------------------------
Sector concentration

o The value of fund shares will be       o Stocks within these sectors have
  affected by factors peculiar to the      the potential to out-perform the
  sectors in which the fund invests,       broader market indices
  and, as a result, may fluctuate
  more widely than that of a fund
  that invests in a broader range of
  industries
------------------------------------------------------------------------------------------------------------------------------------
Foreign investments

o Currency exchange rate movements       o Favorable exchange rate movements      o The fund actively manages the
currency exposure
  could reduce gains or create losses      could generate gains or reduce           of its foreign investments and
may hedge a
                                           losses                                   portion of its foreign currency
exposure into
o The fund could lose money because                                                 the U.S. dollar or other
currencies which the
  of foreign government actions,         o Foreign investments, which               advisor deems more attractive
(see also
  political instability, or lack of        represent a major portion of the
"Derivatives")
  adequate and accurate information        world's securities, offer
                        attractive potential performance
o Investment risks tend to be higher       and opportunities for
  in emerging markets. These markets       diversification
  also present higher liquidity and
  valuation risks                        o Emerging markets can offer higher
                                           returns
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

10 | FUND DETAILS
<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Potential risks                          Potential rewards                        Policies to balance risk and reward
------------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                                      <C>
Derivatives

o Derivatives such as futures,           o Hedges that correlate well with        o The fund uses derivatives for
hedging and for
  options, swaps and forward foreign       underlying positions can reduce or       risk management (i.e., to
establish or adjust
  currency contracts that are used         eliminate losses at low cost             exposure to particular
securities, markets or
  for hedging the portfolio or                                                      currencies); risk management may
include
  specific securities may not fully      o The fund could make money and            management of the fund's
exposure relative to
  offset the underlying positions and      protect against losses if                its
benchmark
  this could result in losses to the       management's analysis
proves
  fund that would not otherwise have       correct                                o The fund only establishes hedges
that it expects
  occurred1                                                                         will be highly correlated with
underlying
                       o Derivatives that involve leverage
positions
o Derivatives used for risk                could generate substantial gains
at
  management may not have the              low cost                               o While the fund may use
derivatives that
  intended effects and may result in                                                incidentally involve leverage,
it does not use
  losses or missed opportunities                                                    them for the specific purpose of
leveraging its

portfolio
o The counterparty to a derivatives
  contract could default

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 the fund lends a security,        o The fund may enhance income through    o J.P. Morgan maintains a list of
approved
  there is a risk that the loaned          the investment of the collateral
borrowers
  securities may not be returned if        received from the
borrower
  the borrower defaults                                                           o The fund receives collateral
equal to at least
                                                                                    100% of the current value of
securities loaned
o The collateral will be subject
to
  the risks of the securities in                                                  o The lending agents indemnify the
fund against
  which it is invested                                                              borrower
default

                                                                                  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 price                                               redemptions, the fund may hold
investment-grade
  it desires                                                                        short-term securities (including
repurchase
                                                                                    agreements and reverse
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
------------------------------------------------------------------------------------------------------------------------------------
Short-term trading

o Increased trading would raise the      o The fund could realize gains in a      o The fund generally avoids
short-term trading,
  fund's brokerage and related costs       short period of time                     except to take advantage of
attractive or
                                                                                    unexpected opportunities or to
meet demands
o Increased short-term capital gains     o The fund could protect against           generated by shareholder
activity
  distributions would raise                losses if a stock is overvalued
and
  shareholders' income tax liability       its value later falls                  o The expected annual trunover
rate for the fund
                                                                                    is
70-100%
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

(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 changes in 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>









                    (THIS PAGE IS INTENTIONALLY LEFT BLANK)
<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 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 Funds
Morgan Christiana Center
J.P. Morgan Funds Services - 2/OPS3
500 Stanton Christiana Road
Newark, DE 19713

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 at the
Public  Reference Room of the Securities and Exchange  Commission in Washington,
D.C.  (for  information,  call  1-202-942-8090)  and may be viewed  on-screen or
downloaded from the SEC's Internet site at  http://www.sec.gov,  copies also may
be  obtained,   after   paying  a   duplicating   fee,  by  e-mail   request  to
[email protected]  or  by  writing  to  the  SEC's  Public  Reference  Section,
Washington,  D.C.  20549-0102.  The  fund's  investment  company  and  1933  Act
registration numbers are: 811-07795 and 333-11125.

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

JPMorgan
--------------------------------------------------------------------------------
J.P. Morgan Series Trust

Advisor                                  Distributor
J.P. Morgan Investment Management Inc.   Funds Distributor, Inc.
522 Fifth Avenue                         60 State Street
New York, NY 10038                       Boston, MA 02109
1-800-521-5411                           1-800-221-7930


<PAGE>

--------------------------------------------------------------------------------
                                                  SEPTEMBER 1, 2000 | PROSPECTUS
--------------------------------------------------------------------------------

J.P. MORGAN INSTITUTIONAL GLOBAL TECHNOLOGY
& TELECOMMUNICATIONS FUND



                                        ----------------------------------------
                        Seeking high total return from a
                    portfolio of global equity securities in
                      the technology and telecommunications
                                        sectors

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 as an investment 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
--------------------------------------------------------------------------------
2 | The fund's goal, principal strategies, principal risks, and expenses

J.P. MORGAN INSTITUTIONAL GLOBAL TECHNOLOGY &
TELECOMMUNICATIONS FUND
Fund description ........................................................    2
Investor expenses .......................................................    3

4 |

GLOBAL EQUITY MANAGEMENT APPROACH
J.P. Morgan .............................................................    4
J.P. Morgan Global Technology & Telecommunications Fund .................    4
Who may want to invest ..................................................    4
Global equity investment process ........................................    5

6 | Investing in the J.P. Morgan Institutional Global Technology
    & Telecommunications Fund

YOUR INVESTMENT
Investing through a financial professional ..............................    6
Investing through an employer-sponsored retirement plan .................    6
Investing through an IRA or rollover IRA ................................    6
Investing directly ......................................................    6
Opening 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 business operations

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

FOR MORE INFORMATION .............................................. back cover



<PAGE>

J.P. MORGAN INSTITUTIONAL GLOBAL TECHNOLOGY &
TELECOMMUNICATIONS FUND

[GRAPHIC OMITTED]
RISK/RETURN SUMMARY
For a more detailed  discussion of the fund's investments and its main risks, as
well as fund strategies, please see pages 10-12.


[GRAPHIC OMITTED]
GOAL
The fund seeks to provide high total return from a worldwide portfolio of equity
securities in the technology and  telecommunications  sectors.  This goal can be
changed without shareholder approval.


[GRAPHIC OMITTED]
INVESTMENT APPROACH
Principal Strategies
The fund invests  primarily in stocks and other  equity  securities  of U.S. and
foreign  companies  principally   conducting  business  in  the  technology  and
telecommunications  sectors. These companies may include, for example, companies
that  develop,  produce or  distribute  products or  services  in the  computer,
Internet,  semi-conductor or electronics industries; and companies that develop,
manufacture or sell communications and networking  services or equipment.  There
are no prescribed  limits on the  weightings  of  securities  in any  particular
sector or in any individual company.

While there are no limits on the  geographical  allocation of fund  investments,
fund management intends to invest primarily in securities of companies domiciled
or located in the U.S.,  Canada,  Western  Europe and the Far East. The fund may
also invest, to a lesser extent, in emerging markets.

The fund may invest in companies of any size; however, emphasis will be given to
securities of large-capitalization companies (generally, companies with a market
capitalization  larger than one billion U.S.  dollars) and, to a lesser  extent,
medium-capitalization   companies   (generally,    companies   with   a   market
capitalization  between five hundred million to one billion U.S.  dollars) that,
in  the  opinion  of  fund  management,   demonstrate  a  favorable   investment
opportunity.

The  fund  may  invest  substantially  in  securities   denominated  in  foreign
currencies  and actively  seeks to enhance  returns  through  managing  currency
exposure.  To the extent the fund  hedges its  currency  exposure  into the U.S.
dollar,  it may reduce the effects of currency  fluctuations.  The fund also may
hedge  from  one  foreign  currency  to  another,   although   emerging  markets
investments are typically unhedged.

Under normal market conditions,  the fund will remain fully invested.  Using its
global perspective,  J.P. Morgan uses the investment process described on page 5
to identify those stocks which in its view have an exceptional return potential.


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

The fund is  non-diversified  and may invest in fewer  stocks than other  global
equity funds. This concentration  increases risk and potential of the fund. With
a concentrated portfolio of securities,  it is possible that the fund could have
returns that are  significantly  more volatile than relevant  market indices and
other, more diversified mutual funds.  Because the fund holds a relatively small
number of securities,  a large movement in the price of a stock in the portfolio
could have a larger  impact on the fund's  share  price than would  occur if the
fund held more securities.

<PAGE>


REGISTRANT: J.P. MORGAN SERIES TRUST
(J.P. MORGAN GLOBAL TECHNOLOGY, MEDIA &
TELECOMMUNICATIONS FUND: INSTITUTIONAL SHARES)


PORTFOLIO MANAGEMENT
The  fund's  assets  are  managed  by  J.P.  Morgan,   which  currently  manages
approximately  $369  billion,  including  more than $194 billion  using  similar
strategies as the fund.

The portfolio management team is led by Ella Brown, vice president, who has been
an international  equity portfolio manager since joining J.P Morgan in 1993, and
Frederic Wissinger,  vice president, who is a research analyst of the technology
sector and has been  employed by J.P.  Morgan since 1995. In addition to being a
portfolio  manager,  Ms. Brown is also  chairperson  of the  European  portfolio
review meetings.

--------------------------------------------------------------------------------
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 INSTITUTIONAL GLOBAL TECHNOLOGY & TELECOMMUNICATIONS FUND


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

Because  the  fund's   investments  are   concentrated  in  the  technology  and
telecommunications  sectors, the value of its shares will be affected by factors
peculiar  to those  sectors  and may  fluctuate  more widely than that of a fund
which  invests in a broad range of  industries.  Many of the  companies in these
sectors may face special risks,  such as limited product lines or markets,  lack
of  commercial  success,  intense  competition,  or product  obsolescence.  Such
companies also are often subject to governmental regulation and therefore may be
affected adversely by certain government policies.

In general, international investing involves higher risks than investing in U.S.
markets but offers attractive opportunities for diversification. Foreign markets
tend to be more  volatile  than  those of the  U.S.,  and  changes  in  currency
exchange rates could impact market performance.  Foreign securites are generally
riskier  than their  domestic  counterparts.  You should be prepared to ride out
periods of underperformance.

The  fund  may  invest  substantially  in  securities   denominated  in  foreign
currencies  and actively  seeks to enhance  returns  through  managing  currency
exposure.To  the extent  the fund  hedges its  currency  exposure  into the U.S.
dollar,  it may reduce the effects of currency  fluctuations.  The fund also may
hedge from one foreign  currency to another.  Foreign  securities  are generally
riskier  than their  domestic  counterparts.  These risks are higher in emerging
markets. You should be prepared to ride out periods of under-performance.

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.


--------------------------------------------------------------------------------
INVESTOR EXPENSES
The estimated  expenses of the fund before and after  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
estimated 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                                                 1.25
Distribution (Rule 12b-1) fees                                  none
Other expenses                                                  0.70
--------------------------------------------------------------------------------
Total operating expenses                                        1.95
Fee waiver and
expense reimbursement(2)                                        0.60
--------------------------------------------------------------------------------
Net expenses(2)                                                 1.35
--------------------------------------------------------------------------------

Expense examples(2)
--------------------------------------------------------------------------------
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,  net expenses for the period
9/1/00 through 2/28/02 and total operating expenses  thereafter,  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 ($)                                                 137         523
--------------------------------------------------------------------------------

(1) This table shows the fund's estimated  expenses expressed as a percentage of
    the fund's estimated average net assets.

(2) Reflects an agreement  dated 9/1/00 by Morgan  Guaranty Trust Company of New
    York, an affiliate of J.P. Morgan, to reimburse the fund to the extent total
    operating expenses (excluding  interest,  taxes and extraordinary  expenses)
    exceed 1.35% of the fund's average daily net assets through 2/28/02.


       J.P. MORGAN INSTITUTIONAL GLOBAL TECHNOLOGY & TELECOMMUNICATIONS FUND | 3


<PAGE>

GLOBAL EQUITY 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 420 analysts and portfolio managers
around  the world and has more than $369  billion  in assets  under  management,
including  assets  managed  by  the  fund's  adviser,   J.P.  Morgan  Investment
Management Inc.


J.P. MORGAN GLOBAL TECHNOLOGY & TELECOMMUNICATIONS FUND
The fund invests primarily in stocks and other equity securities of U.S. and
foreign companies who derive at least 50% of their revenues, or have invested at
least 50% of their assets in, from the technology or telecommunications  sector.
As a  shareholder,  you should  anticipate  risks and rewards  beyond those of a
typical equity fund investing  solely in stocks of U.S.  issuers  representing a
broad range of industries.


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

o  are pursuing a long-term goal

o want to add a global investment with growth potential to further diversify a
  portfolio

o are looking for the added rewards and are willing to accept the added risks of
  a fund that invests in the technology and telecommunications sectors

The fund is not designed for investors who:

o require regular income or stability of principal

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

o are uncomfortable with the risks of international investing

o are uncomfortable with the fund's focus on the technology and
  telecommunications sectors

o are looking for a less aggressive stock investment



4 | GLOBAL EQUITY MANAGEMENT APPROACH


<PAGE>
[GRAPHIC OMITTED]
J.P. Morgan analysts develop proprietary
fundamental research

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

[GRAPHIC OMITTED]
Morgan may adjust currency exposure
to seek to manage risks and enhance
returns


<PAGE>

J.P.  Morgan,  as advisor,  selects the global equity  securities for the fund's
investments  using the investment  process  described  below to determine  which
companies are most likely to provide high total return to shareholders. In order
to maximize return potential, the fund is not constrained by geographic limits.

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

Research and valuation  Research  findings  allow J.P.  Morgan to rank companies
according to their relative value; combined with J.P. Morgan's qualitative view,
the most attractive  investment  opportunities in the universe of technology and
telecommunication stocks are identified.

J.P.  Morgan takes an in-depth look at company  prospects over a relatively long
period  - often  as much as five  years -  rather  than  focusing  on  near-term
expectations.  This  approach is designed  to provide  insight  into a company's
growth  potential.  J.P. Morgan's in-house research is developed by an extensive
worldwide network of over 120 career analysts. The team of analysts dedicated to
the global technology and  telecommunications  sectors includes approximately 13
members, with an average of over 8 years of experience.

Stock  selection  Using  research as the basis for  investment  decisions,  J.P.
Morgan portfolio  managers construct a portfolio  representing  companies in the
technology,  media or  telecommunications  sectors,  which in their view have an
exceptional return potential relative to other companies in these sectors.  J.P.
Morgan's stock  selection  criteria focus on highly rated U.S. and foreign large
cap companies which also meet certain other criteria,  such as responsiveness to
industry themes (e.g.,  consolidation/restructuring),  conviction in management,
the company's  product  positioning,  and catalysts that may positively affect a
stock's performance over the next twelve months.

Currency management J.P. Morgan actively manages the fund's currency exposure in
an effort to manage risk and enhance total  return.  The fund has access to J.P.
Morgan's currency specialists to determine the extent and nature of its exposure
to various foreign currencies.


                                           GLOBAL EQUITY MANAGEMENT APPROACH | 5

<PAGE>

YOUR INVESTMENT
--------------------------------------------------------------------------------
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  THROUGH AN  EMPLOYER-SPONSORED  RETIREMENT PLAN Your fund investments
are handled  through  your plan.  Refer to your plan  materials  or contact your
benefits office for information on buying, selling, or exchanging fund shares.


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


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

o Determine  the amount  you are  investing.  The  minimum  amount  for  initial
  investments in the fund is $1,000,000 and for additional  investments $25,000,
  although these minimums may be less for some investors.  For more  information
  on minimum investments, call 1-800-766-7722.

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 on the
  right.


For answers to any questions, please speak with a J.P. Morgan Funds Services
Representative at 1-800-766-7722.


<PAGE>

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:

  Morgan Guaranty Trust Company of New York - Delaware
  Routing number: 031-100-238
  Credit:  J.P.M. Institutional Shareholder Services
  Account number:  001-57-689
  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
  Institutional 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
  Institutional Funds.

o Mail the check with a completed  investment slip to the  Shareholder  Services
  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 cash 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 any cash 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.


<PAGE>

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  Institutional  or J.P.  Morgan 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 market quotes or pricing services. 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 on a foreign exchange after the close of trading on
that exchange that would  materially  impact a security's  value at the time the
fund  calculates its NAV), 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 as
permitted by law and to postpone payment of proceeds for up to seven days.


Shareholder Services Agent
Morgan Christiana Center
J.P. Morgan Funds Services - 2/OPS3
500 Stanton Christiana Road
Newark, DE 19713
1-800-766-7722

Representatives are available 8:00 a.m. to 6:00 p.m. eastern time on fund
business days.

                                                             YOUR INVESTMENT | 7
<PAGE>

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

Timing of settlements  When you buy shares,  you will become the owner of record
when the fund receives your payment, generally the day following execution. When
you  sell  shares,  the  proceeds  are  generally  available  the day  following
execution and will be forwarded according to your instructions.

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 its 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  reserves the right to close out your account and
send the proceeds to the address of record.

DIVIDENDS AND DISTRIBUTIONS

The fund typically pays income dividends and makes capital gains  distributions,
if any, once per year.  However,  the fund may make more or fewer  payments in a
given  year,  depending  on  its  investment  results  and  its  tax  compliance
situation.  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 Institutional Fund.

<PAGE>

--------------------------------------------------------------------------------
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 for taxable accounts:

--------------------------------------------------------------------------------
Transaction                                     Tax status
--------------------------------------------------------------------------------
Income dividends                                Ordinary income
--------------------------------------------------------------------------------
Short-term capital gains                        Ordinary income
distributions
--------------------------------------------------------------------------------
Long-term capital gains                         Capital gains
distributions
--------------------------------------------------------------------------------
Sales or exchanges of shares                    Capital gains or losses
owned for more than one year
--------------------------------------------------------------------------------
Sales or exchanges of shares                    Gains are treated as ordinary
owned for one year or less                      income; losses are subject
                                to special rules
--------------------------------------------------------------------------------

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

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

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

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

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


8 | YOUR INVESTMENT


<PAGE>

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

BUSINESS STRUCTURE
The fund is a series of J.P.  Morgan  Series  Trust,  a  Massachusetts  business
trust.  Information  about  other  series or  classes  is  available  by calling
1-800-766-7722.  In the future,  the trustees could create other series or share
classes, which would have different expenses.  Fund shareholders are entitled to
one full or fractional vote for each dollar or fraction of a dollar invested.


MANAGEMENT AND ADMINISTRATION
The fund and the other  series of the 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 certain fund officers.  J.P. Morgan, as co-administrator,  oversees the
fund's other service providers.


<PAGE>

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                              1.25% of the fund's
                               average net assets
--------------------------------------------------------------------------------
Administrative services                        Fund's pro-rata portion of
(fee shared with Funds                         0.09% of the first $7 billion of
Distributor, Inc.)                             average net assets
                             in J.P. Morgan-advised
                             portfolios, plus 0.04%
                           of average net assets over
                                               $7 billion
--------------------------------------------------------------------------------
Shareholder services                           0.10% 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.



                                                                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
securities, including those that are designed to help the fund manage risk.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Potential risks                           Potential rewards                     Policies to balance risk and reward
------------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                                   <C>
Market conditions
o  The fund's share price and             o  Stocks have generally              o  Under normal circumstances, the
fund plans to
   performance will fluctuate                outperformed more stable              remain fully invested, with at
least 65% in
   in response to stock market               investments (such as bonds            stocks of at least three
countries, including
   movements                                 and cash equivalents) over            the United States; stock
investments may
                                             the long term                         include U.S. and foreign common
stocks,
o  Adverse market conditions                                                       convertible securities, preferred
stocks, trust
   may from time to time cause                                                     or partnership interests,
warrants, rights, and
   the fund to take a                                                              investment company
securities
   temporary defensive
   positions that are
o  During severe market downturns, the fund has
   inconsistent with its                                                           the option of investing up to
100% of assets in
   principal investment                                                            investment-grade short-term
securities
   strategies and may hinder
   the fund from achieving its
   investment objective
o  The fund is non-diversified which means that a relatively high percentage of
   the fund's assets may be investment in a limited number of issuers.
   Therefore,  its  performance  may be more vulnerable to changes in the market
   value of a single issuer or a group of issuers.
------------------------------------------------------------------------------------------------------------------------------------
Management choices
o  The fund could underperform            o  The fund could outperform          o  J.P. Morgan focuses its active
management on
   its benchmark due to its                  its benchmark due to these            securities selection, the area
where it
   securities and asset                      same choices                          believes its commitment to
research can most
   allocation choices                                                              enhance
returns
------------------------------------------------------------------------------------------------------------------------------------
Sector concentration
o  The value of fund shares               o  Stocks within these sectors
   will be affected by factors               have the potential to
   peculiar to the sectors in                outperform the broader
   which the fund invests,                   market indices
   and, as a result, may
   fluctuate more widely than
   that of a fund that invests
   in a broader range of
   industries
------------------------------------------------------------------------------------------------------------------------------------
Foreign investments
o  Currency exchange rate                 o  Favorable exchange rate            o  The fund actively manages the
currency exposure
   movements could reduce                    movements could generate              of its foreign investments and
may hedge a
   gains or create losses                    gains or reduce losses                portion of its foreign currency
exposure into
                                                                                   the U.S. dollar or other
currencies which the
o  The fund could lose money              o  Foreign investments, which            adviser deems more attractive
(see also
   because of foreign                        represent a major portion
"Derivatives")
   government actions,                       of the world's securities,
   political instability or                  offer attractive potential
   lack of adequate and                      performance and
   accurate information                      opportunities for
                                             diversification
o  Investment risks tend to be
   higher in emerging markets.            o  Emerging markets can offer
   These markets also present                higher returns
   higher liquidity and
   valuation risks
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

10 | FUND DETAILS


<PAGE>
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Potential risks                           Potential rewards                     Policies to balance risk and reward
------------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                                   <C>
Derivatives
o  Derivatives such as                    o  Hedges that correlate well         o  The fund uses derivatives for
hedging and for
   futures, options, swaps and               with underlying positions             risk management (i.e., to
establish or adjust
   forward foreign currency                  can reduce or eliminate               exposure to particular
securities, markets or
   contracts that are used for               losses at low cost                    currencies); risk management may
include
   hedging the portfolio or                                                        management of a fund's exposure
relative to its
   specific securities may not            o  The fund could make money
benchmark
   fully offset the underlying               and protect against losses
   positions and this could                  if management's analysis
   result in losses to the                   proves correct
   fund that would not have
   otherwise occurred(1)

o  Derivatives  used for risk  management may not have the intended  effects and
   may result in losses or missed opportunities

o  The counterparty to a
   derivatives contract could
   default

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 the fund lends a                  o  The fund may enhance income        o  J.P. Morgan maintains a list of
approved
   security, there is a risk                 through the investment of
borrowers
   that the loaned securities                the collateral received
   may not be returned if the                from the borrower                  o  The fund receives collateral
equal to at least
   borrower defaults                                                               100% of the current value of
securities loaned

o  The collateral will be                                                       o  The lending agents indemnify the
fund against
   subject to the risks of the                                                     borrower
default
   securities in 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 diffi-             o  These holdings may offer           o  The fund may not invest more than
15% of net
   culty valuing these                       more attractive yields or             assets in illiquid
holdings
   holdings precisely                        potential growth
than
                                             comparable widely traded           o  To maintain adequate liquidity to
meet
o  The fund could be unable to               securities                            redemptions, the fund may hold
investment-grade
   sell these holdings at the                                                      short-term securities (including
repurchase
   time or price it desires                                                        agreements and reverse repurchase
agreements)
                                                                                   and, for temporary or
extraordinary purposes,
                                                                                   may borrow from banks up to 33
1/3% of the
                                                                                   value of its total
assets
------------------------------------------------------------------------------------------------------------------------------------
When-issued and delayed
delivery securities
o  When the fund buys                     o  The fund can take advantage        o  The fund uses segregated accounts
to offset
   securities before issue or                of attractive transaction             leverage
risk
   for delayed delivery, it                  opportunities
   could be exposed to
   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 changes in 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>


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Potential risks                           Potential rewards                     Policies to balance risk and reward
------------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                                   <C>
Short-term trading
o  Increased trading would                o  The fund could realize             o  The fund generally avoids
short-term trading,
   raise the fund's brokerage                gains in a short period of            except to take advantage of
attractive or
   and related costs                         time                                  unexpected opportunities or to
meet demands
                                                                                   generated by shareholder
activity
o  Increased short-term                   o  The fund could
protect
   capital gains distributions               against losses if a stock          o  The expected annual portfolio
turnover rate for
   would raise shareholders'                 is overvalued and its value           the fund is
70-100%
   income tax liability                      later falls
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>







 12 | FUND DETAILS
<PAGE>



(THIS PAGE IS INTENTIONALLY LEFT BLANK)


<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 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 Institutional Funds
Morgan Christiana Center
J.P. Morgan Funds Services - 2/OPS3
500 Stanton Christiana Road
Newark, DE 19713

Telephone:  1-800-766-7722

Hearing impaired:  1-888-468-4015

E-mail:  [email protected]

Text-only  versions of these  documents and this prospectus are available at the
Public  Reference Room of the Securities and Exchange  Commission in Washington,
D.C.  (for  information,  call  1-202-942-8090)  and may be viewed  on-screen or
downloaded from the SEC's Internet site at  http://www.sec.gov;  copies also may
be  obtained,   after   paying  a   duplicating   fee,  by  e-mail   request  to
[email protected]  or  by  writing  to  the  SEC's  Public  Reference  Section,
Washington, D.C. 20549-0102.

The fund's  investment  company and 1933 Act registration  numbers are 811-07795
and 333-11125.


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



JPMorgan
--------------------------------------------------------------------------------
J.P. Morgan Series Trust

Advisor                                       Distributor
J.P. Morgan Investment Management Inc.        Funds Distributor, Inc.
522 Fifth Avenue                              60 State Street
New York, NY 10036                            Boston, MA 02109
1-800-766-7722                                1-800-221-7930








PART B

      J.P. MORGAN SERIES TRUST





                          J.P. MORGAN GLOBAL TECHNOLOGY
                            & TELECOMMUNICATIONS FUND

                            SELECT SHARES
                             INSTITUTIONAL SHARES
                                 ADVISOR SHARES




                       STATEMENT OF ADDITIONAL INFORMATION




                                SEPTEMBER 1, 2000







THIS  STATEMENT OF  ADDITIONAL  INFORMATION  IS NOT A  PROSPECTUS,  BUT CONTAINS
ADDITIONAL INFORMATION WHICH SHOULD BE READ IN CONJUNCTION WITH THE PROSPECTUSES
DATED  SEPTEMBER  1, 2000 FOR THE  RELEVANT  CLASS OF SHARES FOR THE FUND LISTED
ABOVE,  AS  SUPPLEMENTED  FROM TIME TO TIME.  THE  PROSPECTUSES  ARE  AVAILABLE,
WITHOUT  CHARGE,  UPON REQUEST FROM FUNDS  DISTRIBUTOR,  INC.,  ATTENTION:  J.P.
MORGAN SERIES TRUST (800) 221-7930.



<PAGE>



                                      -ii-

                                Table of Contents

                                                             Page
General.........................................................1
Investment Objective and Policies...............................1
Investment Restrictions........................................20
Trustees and Members of the Advisory Board.....................22
Officers.......................................................25
Code of Ethics................................................ 26
Investment Advisor.............................................27
Distributor....................................................28
Co-Administrator...............................................29
Services Agent.................................................29
Custodian and Transfer Agent...................................30
Shareholder Servicing..........................................30
Service Organizations - Advisor Shares.........................31
Distribution Plan - Advisor Shares.............................32
Financial Professionals - Select and Institutional Shares......33
Independent Accountants........................................33
Expenses.......................................................34
Purchase of Shares............................................ 34
Redemption of Shares...........................................35
Exchange of Shares.............................................36
Dividends and Distributions....................................36
Net Asset Value................................................37
Performance Data...............................................38
Portfolio Transactions.........................................39
Massachusetts Trust............................................41
Description of Shares..........................................42
Taxes..........................................................42
Additional Information.........................................47
Appendix A -- Description of Securities Ratings................A-1




<PAGE>




                                                         1

GENERAL

         J.P. Morgan Global Technology & Telecommunications Fund (the "Fund") is
a series of J.P. Morgan Series Trust, an open-end management  investment company
organized as a Massachusetts  business trust (the "Trust").  The Trustees of the
Trust have  authorized  the issuance and sale of shares of three  classes of the
Fund (Select Shares, Institutional Shares and Advisor Shares). As of the date of
this Statement of Additional Information, the Fund had not commenced operations.

         This  Statement of  Additional  Information  describes  the  investment
objective  and  policies,  management  and  operation  of the Fund and  provides
additional  information  with  respect  to  the  Fund  and  should  be  read  in
conjunction  with the  Fund's  current  Prospectus  (the  "Prospectus")  for the
relevant  class of  shares.  Capitalized  terms not  otherwise  defined  in this
Statement of Additional  Information  have the meanings  assigned to them in the
Prospectus.  The Trust's executive offices are located at 60 State Street, Suite
1300, Boston, Massachusetts 02109.

     The Fund is advised by J.P. Morgan  Investment  Management Inc. ("JPMIM" or
the "Advisor").

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

INVESTMENT OBJECTIVE AND POLICIES

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

         The Fund is designed for investors with a long term investment  horizon
who want to  diversify  their  investment  portfolio by investing in an actively
managed portfolio of equity securities in the technology and  telecommunications
sectors  worldwide.  The Fund's  investment  objective  is to provide high total
return.

         The  Fund  seeks to  achieve  its  investment  objective  by  investing
primarily in stocks and other equity  securities  of U.S. and foreign  companies
principally   conducting  business  in  the  technology  and  telecommunications
sectors.  Equity  securities  consist of common stocks and other securities with
equity characteristics such as preferred stocks, depositary receipts,  warrants,
rights,  convertible  securities,  trust or limited  partnership  interests  and
equity  participations   (collectively,   "Equity  Securities").   Under  normal
circumstances,  the Fund  expects to invest at least 65% of its total  assets in
such securities.

Investment Process

     Stock selection:  JPMIM has  approximately 13 career analysts  dedicated to
the technology and  telecommunications  sectors forecast normalized earnings and
dividend  payouts for roughly 120  companies  -- taking a long-term  perspective
rather than the short time frame common to consensus estimates.  These forecasts
are converted into comparable  expected returns by a dividend discount model and
then companies are ranked from most to least attractive. A diversified portfolio
is constructed by selecting those companies which JPMIM's  analysts believe have
an  exceptional  return  potential  relative to other  companies.  The portfolio
manager's  objective  is to select from these  stocks the ones with the greatest
potential for high total return. These selections are not constrained by country
or sector  weightings,  although under normal conditions the Fund will invest in
securities  of at least three  countries,  including  the United  States.  Where
available,  warrants and  convertible  securities  may be  purchased  instead of
common  stock  if they are  deemed a more  attractive  means of  investing  in a
company.

         Currency management: The Advisor actively manages the currency exposure
of the Fund's investments with the goal of protecting and possibly enhancing the
Fund's total return.  JPMIM's currency  decisions are supported by a proprietary
tactical model which forecasts  currency  movements based on an analysis of four
fundamental  factors -- trade balance  trends,  purchasing  power  parity,  real
short-term  interest  differentials  and real bond  yields  -- plus a  technical
factor designed to improve the timing of  transactions.  Combining the output of
this  model with a  subjective  assessment  of  economic,  political  and market
factors,  JPMIM's currency  specialists  recommend currency  strategies that are
implemented in conjunction with the Fund's investment strategy.

Equity Investments

         The Equity  Securities in which the Fund invests  includes those listed
on any domestic or foreign securities exchange or traded in the over-the-counter
(OTC) market as well as certain restricted or unlisted securities.

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

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

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

Common Stock Warrants

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

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

Foreign Investments

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

         Generally,   investment  in  securities  of  foreign  issuers  involves
somewhat  different  investment  risks from those  affecting  securities of U.S.
domestic  issuers.  There may be limited  publicly  available  information  with
respect to foreign  issuers,  and foreign  issuers are not generally  subject to
uniform accounting, auditing and financial standards and requirements comparable
to those  applicable  to domestic  companies.  Dividends  and  interest  paid by
foreign  issuers may be subject to withholding and other foreign taxes which may
decrease  the net return on foreign  investments  as compared to  dividends  and
interest paid to the Fund by domestic companies.

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

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

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

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

         Although the Fund intends to invest primarily in companies in developed
countries,  it may invest from time to time in countries with emerging economies
or  securities  markets.  Political  and  economic  structures  in  many of such
countries may be undergoing  significant  evolution and rapid  development,  and
such   countries  may  lack  the  social,   political  and  economic   stability
characteristic of more developed  countries.  Certain of such countries may have
in the past  failed  to  recognize  private  property  rights  and have at times
nationalized or expropriated the assets of private  companies.  As a result, the
risks described above,  including the risks of  nationalization or expropriation
of assets,  may be heightened.  In addition,  unanticipated  political or social
developments may affect the values of the Fund's  investments in those countries
and the availability to such Fund of additional  investments in those countries.
The small size and  inexperience  of the  securities  markets in certain of such
countries and the limited volume of trading in securities in those countries may
make the Fund's  investments in such  countries  illiquid and more volatile than
investments  in more  developed  countries,  and the  Fund  may be  required  to
establish  special  custodial  or  other  arrangements   before  making  certain
investments  in those  countries.  There may be little  financial or  accounting
information  available  with  respect  to  issuers  located  in  certain of such
countries,  and it may be difficult as a result to assess the value or prospects
of an investment in such issuers.

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

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

         The Fund may enter into foreign currency forward exchange  contracts in
connection with  settlements of securities  transactions  and other  anticipated
payments or receipts. In addition, from time to time, the Advisor may reduce the
Fund's  foreign  currency  exposure by entering  into forward  foreign  currency
exchange  contracts to sell a foreign  currency in exchange for the U.S. dollar.
Forward foreign currency exchange  contracts may involve the purchase or sale of
a foreign  currency  in  exchange  for U.S.  dollars or may  involve two foreign
currencies.

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

Money Market Instruments

         Although the Fund intends, under normal circumstances and to the extent
practicable,  to be fully invested in Equity Securities,  the Fund may invest in
money  market  instruments  to  invest  temporary  cash  balances,  to  maintain
liquidity  to  meet  redemptions  or  as  a  defensive  measure  during,  or  in
anticipation of, adverse market  conditions.  A description of the various types
of money market  instruments  that may be  purchased by the Fund appears  below.
Also see "Quality and Diversification Requirements."

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

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

     Foreign  Government  Obligations.  The Fund may also  invest in  short-term
obligations   of   foreign   sovereign   governments   or  of  their   agencies,
instrumentalities,  authorities or political subdivisions.  These securities may
be  denominated  in  the  U.S.  dollar  or in  another  currency.  See  "Foreign
Investments."

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

         Commercial  Paper. The Fund may invest in commercial  paper,  including
master  demand  obligations.  Master demand  obligations  are  obligations  that
provide for a periodic  adjustment  in the  interest  rate paid and permit daily
changes in the amount  borrowed.  Master  demand  obligations  are  governed  by
agreements  between the issuer and JPMIM acting as agent, for no additional fee,
in its capacity as  investment  advisor to the Fund and as  fiduciary  for other
clients for whom it exercises  investment  discretion.  The monies loaned to the
borrower come from accounts managed by the Advisor or its affiliates pursuant to
arrangements with such accounts. Interest and principal payments are credited to
such accounts. The Advisor,  acting as a fiduciary on behalf of its clients, has
the right to increase or decrease the amount  provided to the borrower  under an
obligation. The borrower has the right to pay without penalty all or any part of
the principal amount then outstanding on an obligation together with interest to
the date of payment. Since these obligations typically provide that the interest
rate is tied to the Federal Reserve commercial paper composite rate, the rate on
master  demand  obligations  is subject to change.  Repayment of a master demand
obligation to  participating  accounts depends on the ability of the borrower to
pay the accrued  interest  and  principal of the  obligation  on demand which is
continuously monitored by the Advisor. Since master demand obligations typically
are not rated by credit  rating  agencies,  the Fund may invest in such  unrated
obligations only if at the time of an investment the obligation is determined by
the  Advisor  to have a  credit  quality  which  satisfies  the  Fund's  quality
restrictions.  See "Quality and Diversification Requirements." Although there is
no  secondary  market  for  master  demand  obligations,  such  obligations  are
considered  by the Fund to be liquid  because they are payable upon demand.  The
Fund does not have any specific  percentage  limitation on investments in master
demand obligations. It is possible that the issuer of a master demand obligation
could be a client of Morgan  Guaranty Trust Company of New York  ("Morgan"),  an
affiliate of the Advisor,  to whom Morgan, in its capacity as a commercial bank,
has made a loan.

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

         The Fund may make  investments in other debt  securities with remaining
effective  maturities  of not  more  than  thirteen  months,  including  without
limitation  corporate  and  foreign  bonds,  asset-backed  securities  and other
obligations described in this Statement of Additional Information.

Corporate Bonds and Other Debt Securities

         The Fund may,  although it has no current intention to do so, invest in
bonds and other debt securities of domestic and foreign issuers when the Advisor
believes that such  securities  offer a more  attractive  return  potential than
Equity  Securities.  A  description  of these  investments  appears  below.  See
"Quality  and  Diversification  Requirements."  For  information  on  short-term
investments in these securities, see "Money Market Instruments."

         Corporate Fixed Income Securities.  The Fund may invest in publicly and
privately  issued high grade,  investment  grade and below investment grade debt
obligations  of  U.S.  and  non-U.S.  corporations,   including  obligations  of
industrial,  utility,  banking and other  financial  issuers.  The Fund will not
invest in debt  securities  rated below B by Moody's or  Standard & Poor's.  See
Appendix A for a description of securities ratings. These securities are subject
to the risk of an issuer's  inability to meet principal and interest payments on
the obligation  and may also be subject to price  volatility due to such factors
as market  interest  rates,  market  perception of the  creditworthiness  of the
issuer and general market liquidity.

         The  Fund  may  purchase   privately   issued  corporate  fixed  income
securities  pursuant to Rule 144A of the Securities Act of 1933 ("Rule 144A") or
pursuant to a directly negotiated agreement between the investors, including the
Fund, and the corporate issuer. At times, the Fund may be the only investor in a
privately  issued  fixed  income  security,  or one of only a few  institutional
investors. In this circumstance, there may be restrictions on the Fund's ability
to  resell  the  privately   issued  fixed  income  security  that  result  from
contractual  limitations in the offering agreement and a limited trading market.
The  Advisor  will  monitor the  liquidity  of  privately  issued  fixed  income
securities  in  accordance  with  guidelines  established  by  the  Advisor  and
monitored by the Trustees. See "Illiquid Investments; Privately Placed and Other
Unregistered Securities."

         Mortgage-Backed  Securities.  The Fund may  invest  in  mortgage-backed
securities. Each mortgage pool underlying mortgage-backed securities consists of
mortgage loans evidenced by promissory notes secured by first mortgages or first
deeds of trust or other similar  security  instruments  creating a first lien on
owner  occupied  and  non-owner  occupied  one-unit  to  four-unit   residential
properties, multifamily (i.e., five or more) properties, agriculture properties,
commercial properties and mixed use properties.  The investment  characteristics
of adjustable  and fixed rate  mortgage-backed  securities  differ from those of
traditional fixed income securities.  The major differences  include the payment
of interest  and  principal on  mortgage-backed  securities  on a more  frequent
(usually  monthly) schedule and the possibility that principal may be prepaid at
any time due to prepayments  on the  underlying  mortgage loans or other assets.
These differences can result in significantly greater price and yield volatility
than is the case with traditional fixed income securities. As a result, a faster
than expected prepayment rate will reduce both the market value and the yield to
maturity  from those which were  anticipated.  A prepayment  rate that is slower
than expected will have the opposite effect of increasing  yield to maturity and
market value.

         Government Guaranteed Mortgage-Backed  Securities.  Government National
Mortgage Association mortgage-backed  certificates ("Ginnie Maes") are supported
by the full faith and credit of the United States. Certain other U.S. Government
securities,  issued or  guaranteed by federal  agencies or government  sponsored
enterprises,  are not  supported  by the full  faith and  credit  of the  United
States,  but may be supported by the right of the issuer to borrow from the U.S.
Treasury.  These securities include obligations of instrumentalities such as the
Federal Home Loan Mortgage Corporation ("Freddie Macs") and the Federal National
Mortgage  Association  ("Fannie Maes").  No assurance can be given that the U.S.
Government   will  provide   financial   support  to  these  federal   agencies,
authorities,  instrumentalities  and  government  sponsored  enterprises  in the
future.

         There  are  several  types  of  guaranteed  mortgage-backed  securities
currently available, including guaranteed mortgage pass-through certificates and
multiple  class  securities,  which  include  guaranteed  real  estate  mortgage
investment conduit  certificates  ("REMIC  Certificates"),  other collateralized
mortgage obligations ("CMOs") and stripped mortgage-backed securities.

         Mortgage   pass-through   securities  are  fixed  or  adjustable   rate
mortgage-backed  securities  which  provide  for  monthly  payments  that  are a
"pass-through"  of the monthly  interest and principal  payments  (including any
prepayments) made by the individual  borrowers on the pooled mortgage loans, net
of any  fees or  other  amounts  paid  to any  guarantor,  administrator  and/or
servicer of the underlying mortgage loans.

         Multiple class securities include CMOs and REMIC Certificates issued by
U.S. Government agencies,  instrumentalities  (such as Fannie Mae) and sponsored
enterprises (such as Freddie Mac) or by trusts formed by private originators of,
or  investors  in,  mortgage  loans,  including  savings and loan  associations,
mortgage bankers,  commercial banks,  insurance companies,  investment banks and
special  purpose  subsidiaries  of the  foregoing.  In  general,  CMOs  are debt
obligations  of a legal entity that are  collateralized  by, and multiple  class
mortgage-backed  securities  represent direct ownership  interests in, a pool of
mortgage loans or mortgaged-backed  securities and payments on which are used to
make payments on the CMOs or multiple class mortgage-backed securities.

         CMOs and guaranteed REMIC Certificates issued by Fannie Mae and Freddie
Mac are  types of  multiple  class  mortgage-backed  securities.  Investors  may
purchase beneficial  interests in REMICS, which are known as "regular" interests
or "residual" interests.  The Funds do not intend to purchase residual interests
in REMICS. The REMIC Certificates  represent beneficial ownership interests in a
REMIC trust,  generally  consisting of mortgage loans or Fannie Mae, Freddie Mac
or Ginnie Mae guaranteed mortgage-backed securities (the "Mortgage Assets"). The
obligations of Fannie Mae and Freddie Mac under their respective guaranty of the
REMIC  Certificates  are  obligations  solely of  Fannie  Mae and  Freddie  Mac,
respectively.

         CMOs and REMIC Certificates are issued in multiple classes.  Each class
of CMOs or REMIC Certificates,  often referred to as a "tranche," is issued at a
specific  adjustable  or fixed  interest rate and must be fully retired no later
than its final distribution date. Principal prepayments on the assets underlying
the CMOs or REMIC  Certificates  may cause some or all of the classes of CMOs or
REMIC  Certificates  to  be  retired  substantially  earlier  than  their  final
scheduled  distribution  dates.  Generally,  interest  is paid or accrues on all
classes of CMOs or REMIC Certificates on a monthly basis.

         Stripped   Mortgage-Backed    Securities.    Stripped   mortgage-backed
securities  ("SMBS") are derivative  multiclass mortgage  securities,  issued or
guaranteed  by the U.S.  Government,  its  agencies or  instrumentalities  or by
private issuers. Although the market for such securities is increasingly liquid,
privately  issued  SMBS may not be  readily  marketable  and will be  considered
illiquid  securities.  The  Advisor  may  determine  that  SMBS  which  are U.S.
Government  securities  are liquid for  purposes  of the  Fund's  limitation  on
investment in illiquid securities,  in accordance with procedures adopted by the
Board  of  Trustees.  The  market  value of the  class  consisting  entirely  of
principal  payments  generally is  unusually  volatile in response to changes in
interest  rates.  The yields on a class of SMBS that receives all or most of the
interest from Mortgage Assets are generally higher than prevailing market yields
on other  mortgage-backed  securities  because their cash flow patterns are more
volatile  and there is a greater  risk that the initial  investment  will not be
fully recouped.

         Zero Coupon,  Pay-in-Kind and Deferred Payment Securities.  Zero coupon
securities are securities  that are sold at a discount to par value and on which
interest  payments are not made during the life of the security.  Upon maturity,
the holder is  entitled to receive  the par value of the  security.  Pay-in-kind
securities are securities  that have interest  payable by delivery of additional
securities.  Upon maturity,  the holder is entitled to receive the aggregate par
value of the securities. The Fund accrues income with respect to zero coupon and
pay-in-kind  securities prior to the receipt of cash payments.  Deferred payment
securities  are  securities   that  remain  zero  coupon   securities   until  a
predetermined  date, at which time the stated coupon rate becomes  effective and
interest becomes payable at regular  intervals.  While interest payments are not
made on such securities,  holders of such securities are deemed to have received
"phantom  income."  Because  the  Fund  will  distribute   "phantom  income"  to
shareholders, to the extent that shareholders elect to receive dividends in cash
rather than reinvesting such dividends in additional  shares, the Fund will have
fewer assets with which to purchase income  producing  securities.  Zero coupon,
pay-in-kind  and  deferred   payment   securities  may  be  subject  to  greater
fluctuation  in value  and  lesser  liquidity  in the  event of  adverse  market
conditions  than  comparably  rated  securities  paying cash interest at regular
interest payment periods.

         Asset-Backed Securities. Asset-backed securities directly or indirectly
represent a  participation  interest  in, or are secured by and payable  from, a
stream of payments  generated  by  particular  assets  such as motor  vehicle or
credit card receivables or other asset-backed securities  collateralized by such
assets.  Payments of  principal  and interest  may be  guaranteed  up to certain
amounts  and for a  certain  time  period  by a letter  of  credit  issued  by a
financial institution unaffiliated with the entities issuing the securities. The
asset-backed  securities  in which the Fund may invest are subject to the Fund's
overall credit requirements.  However,  asset-backed securities, in general, are
subject to certain risks.  Most of these risks are related to limited  interests
in  applicable  collateral.  For  example,  credit  card  debt  receivables  are
generally  unsecured and the debtors are entitled to the  protection of a number
of state and federal  consumer  credit laws, many of which give such debtors the
right to set off  certain  amounts  on credit  card debt  thereby  reducing  the
balance  due.  Additionally,  if the letter of credit is  exhausted,  holders of
asset-backed  securities may also experience delays in payments or losses if the
full  amounts  due on  underlying  sales  contracts  are not  realized.  Because
asset-backed  securities  are  relatively  new, the market  experience  in these
securities is limited and the market's ability to sustain  liquidity through all
phases of the market cycle has not been tested.

Additional Investments

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

         Investment Company Securities. Securities of other investment companies
may be  acquired by the Fund to the extent  permitted  under the 1940 Act or any
order  pursuant  thereto.  These limits  currently  require  that, as determined
immediately  after a purchase is made,  (i) not more than 5% of the value of the
Fund's total  assets will be invested in the  securities  of any one  investment
company,  (ii)  not more  than 10% of the  value  of its  total  assets  will be
invested in the aggregate in securities of investment  companies as a group, and
(iii) not more than 3% of the  outstanding  voting  stock of any one  investment
company will be owned by the Fund,  provided  however,  that the Fund may invest
all of its investable assets in an open-end investment company that has the same
investment  objective  as the  Fund.  As a  shareholder  of  another  investment
company,  the Fund  would  bear,  along with  other  shareholders,  its pro rata
portion of the other investment  company's  expenses,  including  advisory fees.
These  expenses would be in addition to the advisory and other expenses that the
Fund bears directly in connection with its own operations.

         The Securities and Exchange Commission ("SEC") has granted the Trust an
exemptive order permitting the Fund to invest the Fund's  uninvested cash in any
of the following  affiliated money market funds: J.P. Morgan Institutional Prime
Money Market Fund, J.P. Morgan  Institutional Tax Exempt Money Market Fund, J.P.
Morgan  Institutional  Federal Money Market Fund and J.P.  Morgan  Institutional
Treasury  Money Market Fund.  The order sets the following  conditions:  (1) the
Fund may  invest in one or more of the  permitted  money  market  funds up to an
aggregate  limit of 25% of its  assets;  and (2) the Advisor  will waive  and/or
reimburse  its advisory fee from the Fund in an amount  sufficient to offset any
doubling up of investment advisory and shareholder servicing fees.

         Reverse  Repurchase  Agreements.   The  Fund  may  enter  into  reverse
repurchase  agreements.  In a reverse  repurchase  agreement,  the Fund  sells a
security and agrees to repurchase  the same  security at a mutually  agreed upon
date and  price  reflecting  the  interest  rate  effective  for the term of the
agreement.  For purposes of the 1940 Act a reverse repurchase  agreement is also
considered  as the  borrowing  of money by the Fund  and,  therefore,  a form of
leverage.  Leverage may cause any gains or losses for the Fund to be  magnified.
The Fund will  invest  the  proceeds  of  borrowings  under  reverse  repurchase
agreements. In addition, except for liquidity purposes, the Fund will enter into
a reverse repurchase agreement only when the expected return from the investment
of the  proceeds is greater than the expense of the  transaction.  The Fund will
not invest the  proceeds of a reverse  repurchase  agreement  for a period which
exceeds  the  duration  of the  reverse  repurchase  agreement.  The  Fund  will
establish and maintain  with the custodian a separate  account with a segregated
portfolio of securities in an amount at least equal to its purchase  obligations
under its  reverse  repurchase  agreements.  All forms of  borrowing  (including
reverse repurchase agreements, securities lending and mortgage dollar rolls) are
limited in the aggregate and may not exceed 33-1/3% of the Fund's total assets.

         Loans of Securities. The Fund may lend its securities if such loans are
secured  continuously by cash or equivalent  collateral or by a letter of credit
in favor of the Fund at least equal at all times to 100% of the market  value of
the securities loaned, plus accrued interest. While such securities are on loan,
the  borrower  will pay the Fund any  income  accruing  thereon.  Loans  will be
subject to  termination  by the Fund in the normal  settlement  time,  generally
three  business  days after  notice,  or by the  borrower  on one day's  notice.
Borrowed  securities  must be returned when the loan is terminated.  Any gain or
loss in the market price of the borrowed securities which occurs during the term
of the loan inures to the Fund and its  respective  investors.  The Fund may pay
reasonable  finders' and custodial fees in connection  with a loan. In addition,
the  Fund   will   consider   all  facts  and   circumstances,   including   the
creditworthiness of the borrowing financial  institution,  and the Fund will not
make any loans in excess of one year.  The Fund will not lend  securities to any
officer,  Trustee,  Member of the Advisory  Board,  Director,  employee or other
affiliate  of the Fund or the  Trust,  the  Advisor or the  Distributor,  unless
otherwise permitted by applicable law. All forms of borrowing (including reverse
repurchase agreement,  securities lending and mortgage dollar rolls) are limited
in the aggregate and must not exceed 33-1/3% of the fund's total assets.

         Privately Placed and Certain Unregistered Securities.  The Fund may not
acquire any  illiquid  holdings  if, as a result  thereof,  more than 15% of the
Fund's  net  assets   would  be  in  illiquid   investments.   Subject  to  this
non-fundamental  policy  limitation,  the Fund may acquire  investments that are
illiquid or have limited  liquidity,  such as private  placements or investments
that are not registered under the 1933 Act and cannot be offered for public sale
in the United  States  without  first  being  registered  under the 1933 Act. An
illiquid  investment is any  investment  that cannot be disposed of within seven
days in the normal course of business at approximately the amount at which it is
valued by the Fund.  The price the Fund pays for  illiquid  holdings or receives
upon  resale may be lower than the price paid or received  for similar  holdings
with a more liquid  market.  Accordingly,  the valuation of these  holdings will
reflect any limitations on their liquidity.

         The Fund may also purchase Rule 144A securities  sold to  institutional
investors  without  registration  under the 1933 Act.  These  securities  may be
determined to be liquid in accordance with guidelines established by the Advisor
and  approved  by  the  Trustees.   The  Trustees  will  monitor  the  Advisor's
implementation of these guidelines on a periodic basis.

         As to illiquid  investments,  the Fund is subject to a risk that should
the Fund decide to sell them when a ready buyer is not  available at a price the
Fund deems  representative  of their  value,  the value of the Fund's net assets
could be adversely affected. Where an illiquid security must be registered under
the 1933 Act before it may be sold, the Fund may be obligated to pay all or part
of the registration  expenses,  and a considerable period may elapse between the
time of the  decision to sell and the time the Fund may be  permitted  to sell a
holding  under an effective  registration  statement.  If, during such a period,
adverse  market  conditions  were to  develop,  the  Fund  might  obtain  a less
favorable price than prevailed when it decided to sell.

Quality and Diversification Requirements

         The Fund is registered as a  non-diversified  investment  company which
means  that the Fund is not  limited  by the 1940 Act in the  proportion  of its
assets that may be invested in the  obligations  of a single  issuer.  Thus, the
Fund may  invest a  greater  proportion  of its  assets in the  securities  of a
smaller number of issuers and, as a result,  may be subject to greater risk with
respect to its portfolio  securities.  The Fund,  however,  will comply with the
diversification  requirements  imposed by the Internal  Revenue Code of 1986, as
amended (the "Code"),  for qualification as a regulated  investment company. See
"Taxes".

         It is the current policy of the Fund that under normal circumstances at
least  90% of  total  assets  will  consist  of  securities  that at the time of
purchase  are  rated Baa or better by  Moody's  or BBB or better by  Standard  &
Poor's. The remaining 10% of total assets may be invested in securities that are
rated B or better by Moody's or Standard & Poor's.  See "Below  Investment Grade
Debt" below. In each case, the Fund may invest in securities  which are unrated,
if in  the  Advisor's  opinion,  such  securities  are  of  comparable  quality.
Securities  rated Baa by  Moody's or BBB by  Standard  & Poor's  are  considered
investment grade, but have some speculative characteristics. Securities rated Ba
or B by Moody's and BB or B by Standard & Poor's are below  investment grade and
considered to be  speculative  with regard to payment of interest and principal.
These  standards  must be satisfied at the time an  investment  is made.  If the
quality of the  investment  later  declines,  the Fund may  continue to hold the
investment.

         The Fund invests  principally in a portfolio of "investment  grade" tax
exempt securities. An investment grade bond is rated, on the date of investment,
within the four highest  ratings of Moody's,  currently Aaa, Aa, A and Baa or of
Standard & Poor's, currently AAA, AA, A and BBB, while high grade debt is rated,
on the  date  of the  investment,  within  the  two  highest  of  such  ratings.
Investment grade municipal notes are rated, on the date of investment,  MIG-1 or
MIG-2 by  Standard  &  Poor's  or SP-1 and  SP-2 by  Moody's.  Investment  grade
municipal commercial paper is rated, on the date of investment, Prime 1 or Prime
2 by Moody's and A-1 or A-2 by Standard & Poor's. The Fund may also invest up to
10% of its total assets in securities which are "below  investment  grade." Such
securities must be rated,  on the date of investment,  B or better by Moody's or
Standard  &  Poor's,  or of  comparable  quality.  The Fund may  invest  in debt
securities  which are not rated or other debt  securities to which these ratings
are not  applicable,  if in the opinion of the Advisor,  such  securities are of
comparable quality to the rated securities discussed above. In addition,  at the
time the Fund  invests in any  commercial  paper,  bank  obligation,  repurchase
agreement,  or any other money  market  instruments,  the  investment  must have
received a short term rating of investment grade or better (currently Prime-3 or
better by Moody's or A-3 or better by Standard & Poor's) or the investment  must
have been issued by an issuer that received a short term investment grade rating
or better with respect to a class of investments  or any investment  within that
class that is  comparable  in priority and security  with the  investment  being
purchased by the Fund.  If no such ratings  exists,  the  investment  must be of
comparable investment quality in the Advisor's opinion, but will not be eligible
for  purchase if the issuer or its parent has long term  outstanding  debt rated
below BBB.

         Below Investment Grade Debt.  Certain lower rated securities  purchased
by the Fund,  such as those  rated Ba or B by Moody's  or BB or B by  Standard &
Poor's  (commonly  known as junk  bonds),  may be subject to certain  risks with
respect to the issuing entity's ability to make scheduled  payments of principal
and interest  and to greater  market  fluctuations.  While  generally  providing
higher coupons or interest rates than investments in higher quality  securities,
lower quality fixed income securities  involve greater risk of loss of principal
and income, including the possibility of default or bankruptcy of the issuers of
such securities, and have greater price volatility, especially during periods of
economic uncertainty or change. These lower quality fixed income securities tend
to be  affected  by  economic  changes and  short-term  corporate  and  industry
developments  to a greater  extent than higher quality  securities,  which react
primarily to  fluctuations in the general level of interest rates. To the extent
that the Fund invests in such lower quality  securities,  the achievement of its
investment objective may be more dependent on the Advisor's own credit analysis.

         Lower  quality  fixed  income  securities  are affected by the market's
perception  of  their  credit  quality,   especially  during  times  of  adverse
publicity,  and the  outlook  for  economic  growth.  Economic  downturns  or an
increase  in  interest  rates may cause a higher  incidence  of  default  by the
issuers of these securities,  especially issuers that are highly leveraged.  The
market for these lower quality fixed income  securities is generally less liquid
than the market for  investment  grade fixed income  securities.  It may be more
difficult to sell these lower rated securities to meet redemption  requests,  to
respond to changes in the market,  or to value  accurately the Fund's  portfolio
securities for purposes of determining the Fund's net asset value.  See Appendix
A for more detailed information on these ratings.

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

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

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

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

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

         The seller of an option on a futures contract receives the premium paid
by the purchaser and may be required to pay initial margin. Amounts equal to the
initial margin and any additional  collateral required on any options on futures
contracts  sold by the Fund are paid into a segregated  account,  in the name of
the  Futures  Commission  Merchant,  as  required  by the  1940  Act and the SEC
interpretations thereunder.

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

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

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

         Liquidity of Options and Futures Contracts.  There is no assurance that
a liquid market will exist for any particular  option or futures contract at any
particular  time even if the  contract is traded on an  exchange.  In  addition,
exchanges may establish daily price  fluctuation  limits for options and futures
contracts and may halt trading if a contract's  price moves up or down more than
the limit in a given day. On volatile  trading  days when the price  fluctuation
limit is reached or a trading halt is imposed, it may be impossible for the Fund
to enter into new positions or close out existing positions. If the market for a
contract is not liquid  because of price  fluctuation  limits or  otherwise,  it
could prevent prompt liquidation of unfavorable positions, and could potentially
require  the Fund to continue to hold a position  until  delivery or  expiration
regardless  of  changes in its value.  As a result,  the Fund's  access to other
assets held to cover its options or futures  positions  could also be  impaired.
(See  "Exchange  Traded and OTC Options" above for a discussion of the liquidity
of options not traded on an exchange.)

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

         Asset Coverage for Futures  Contracts and Options  Positions.  Although
the Fund will not be a commodity pool, certain  derivatives  subject the Fund to
the rules of the Commodity Futures Trading  Commission which limit the extent to
which the Fund can  invest in such  derivatives.  The Fund may invest in futures
contracts and options with respect thereto for hedging  purposes  without limit.
However,  the Fund may not  invest  in such  contracts  and  options  for  other
purposes if the sum of the amount of initial  margin  deposits and premiums paid
for unexpired  options with respect to such contracts,  other than for bona fide
hedging  purposes,  exceeds 5% of the  liquidation  value of the Fund's  assets,
after  taking into  account  unrealized  profits and  unrealized  losses on such
contracts and options; provided,  however, that in the case of an option that is
in-the-money at the time of purchase, the in-the-money amount may be excluded in
calculating the 5% limitation.

         In addition,  the Fund will comply with  guidelines  established by the
SEC with respect to coverage of options and futures  contracts by mutual  funds,
and if the guidelines so require,  will segregate  appropriate  liquid assets in
the amount prescribed. Securities so segregated cannot be sold while the futures
contract or option is outstanding,  unless they are replaced with other suitable
assets.  As a  result,  there  is a  possibility  that  segregation  of a  large
percentage of the Fund's assets could impede portfolio  management or the Fund's
ability to meet redemption requests or other current obligations.

         Swaps  and  Related  Swap  Products.   The  Fund  may  engage  in  swap
transactions,  including,  but not limited to, interest rate,  currency,  index,
basket,  specific  security and commodity swaps,  interest rate caps, floors and
collars  and  options  on  interest  rate swaps  (collectively  defined as "swap
transactions").

         The Fund  may  enter  into  swap  transactions  for any  legal  purpose
consistent with its investment objective,  such as for the purpose of attempting
to obtain  or  preserve  a  particular  return  or  spread at a lower  cost than
investing  directly in an  instrument  that  yields  that  return or spread,  to
protect against currency  fluctuations,  as a duration management technique,  to
protect  against any increase in the price of  securities  the Fund  anticipates
purchasing at a later date,  or to gain exposure to certain  markets in the most
economical  way possible.  The Fund will not sell interest rate caps,  floors or
collars if it does not own securities with coupons which yield the interest that
the Fund may be required to pay.

         Swap  agreements  are  two-party  contracts  entered into  primarily by
institutional  investors for periods  ranging from a few weeks to several years.
In a standard  swap  transaction,  two parties agree to exchange the returns (or
differentials in rates of return) earned or realized on particular predetermined
investments  or  instruments.  The gross  returns to be  exchanged  or "swapped"
between the parties are  calculated  with respect to a "notional  amount," i.e.,
the return on or increase in value of a particular  dollar amount  invested at a
particular interest rate, in a particular foreign currency or commodity, or in a
"basket" of  securities  representing  a particular  index.  The purchaser of an
interest  rate cap or floor,  upon  payment  of a fee,  has the right to receive
payments (and the seller of the cap is obligated to make payments) to the extent
a specified interest rate exceeds (in the case of a cap) or is less than (in the
case of a  floor)  a  specified  level  over a  specified  period  of time or at
specified  dates.  The purchaser of an interest  rate collar,  upon payment of a
fee,  has the  right to  receive  payments  (and the  seller  of the  collar  is
obligated to make  payments) to the extent that a specified  interest rate falls
outside an agreed  upon range over a  specified  period of time or at  specified
dates.  The purchaser of an option on an interest  rate swap,  upon payment of a
fee (either at the time of  purchase or in the form of higher  payments or lower
receipts within an interest rate swap  transaction)  has the right,  but not the
obligation, to initiate a new swap transaction of a prespecified notional amount
with prespecified terms with the seller of the option as the counterparty.

         The "notional  amount" of the swap transaction is the agreed upon basis
for calculating the obligations that the parties to a swap agreement have agreed
to  exchange.  An example  would be the  obligation  to pay a  floating  rate of
interest (e.g., U.S. 3 month LIBOR) on a quarterly basis in exchange for receipt
of a fixed rate of interest  on a  semi-annual  basis.  In the event the Fund is
obligated to make payments more  frequently  than it receives  payments from the
other  party,  the Fund will  incur  incremental  credit  exposure  to that swap
counterparty.  This risk may be mitigated somewhat by the use of swap agreements
which call for a net  payment  to be made by the party  with the larger  payment
obligation when the obligations of the parties fall due on the same date.  Under
most swap  agreements  entered into by the Fund, the  obligations of the parties
will be exchanged on a "net basis".  That is, the two payment streams are netted
out  in a  cash  settlement  on the  payment  date  or  dates  specified  in the
instrument.  The Fund  will  receive  or pay,  as the case may be,  only the net
amount of the two payments.

         The amount of the Fund's potential gain or loss on any swap transaction
is not  subject to any fixed  limit.  Nor is there any fixed limit on the Fund's
potential loss if it sells a cap, floor or collar. If the Fund buys a cap, floor
or collar,  however,  the Fund's  potential loss is limited to the amount of the
fee that it has paid. When measured  against the initial amount of cash required
to  initiate  the  transaction,  which  is  typically  zero in the  case of most
conventional  interest rate swaps,  swap  transactions  tend to be more volatile
than many other types of investments.

         The use of swap transactions  involves investment  techniques and risks
which  are  similar  to  those   associated   with  other   portfolio   security
transactions.  If the Advisor is  incorrect in its  forecasts of market  values,
interest  rates,  currency rates and other  applicable  factors,  the investment
performance of the Fund will be less favorable than if these  techniques had not
been used. These instruments are typically not traded on exchanges. Accordingly,
there is a risk that the other  party to certain of these  instruments  will not
perform its obligations to the Fund or that the Fund may be unable to enter into
offsetting positions to terminate its exposure or liquidate its investment under
certain of these  instruments  when it wishes to do so. Such  occurrences  could
result in losses to the Fund. The Advisor will, however, consider such risks and
will enter into swap  transactions  only when it believes that the risks are not
unreasonable.

         The  Fund  will  segregate  permissible  liquid  assets  in  an  amount
sufficient  at all  times  to  cover  its  current  obligations  under  its swap
transactions.  If the Fund enters into a swap agreement on a net basis,  it will
segregate assets with a daily value at least equal to the excess, if any, of the
Fund's accrued  obligations under the swap agreement over the accrued amount the
Fund is entitled to receive under the agreement.  If the Fund enters into a swap
agreement on other than a net basis,  or sells a cap,  floor or collar,  it will
segregate  assets  with a daily  value at least  equal to the full amount of the
Fund's accrued obligations under the agreement.

         The  Fund  will  not  enter  into  any  swap  transaction,  unless  the
counterparty  to the  transaction is deemed  creditworthy  by the Advisor.  If a
counterparty  defaults,  the Fund may have contractual  remedies pursuant to the
agreements  related to the transaction.  The markets in which swap  transactions
are traded have grown  substantially  in recent  years,  with a large  number of
banks and  investment  banking  firms  acting both as  principals  and as agents
utilizing  standardized  documentation.  As a result,  these markets have become
relatively liquid.

         The  liquidity of swap  transactions  will be determined by the Advisor
based on various factors,  including (1) the frequency of trades and quotations,
(2) the number of dealers and  prospective  purchasers in the  marketplace,  (3)
dealer  undertakings  to  make a  market,  (4)  the  nature  of  the  instrument
(including any demand or tender  features) and (5) the nature of the marketplace
for trades  (including  the  ability  to assign or offset the Fund's  rights and
obligations relating to the investment).  Such determination will govern whether
the  instrument  will be deemed within the 15%  restriction  on  investments  in
securities that are illiquid.

         During  the  term of a swap,  changes  in the  value  of the  swap  are
recognized  as  unrealized  gains or losses by marking to market to reflect  the
market value of the swap.  When the swap is  terminated,  the Fund will record a
realized gain or loss equal to the difference, if any, between the proceeds from
(or cost of) the closing transaction and the Fund's basis in the contract.

         The federal income tax treatment with respect to swap  transactions may
impose  limitations  on the  extent  to  which  the  Fund  may  engage  in  such
transactions.

Risk Management

         The  Fund may  employ  non-hedging  risk  management  techniques.  Risk
management strategies are used to keep the Fund fully invested and to reduce the
transaction  costs  associated  with cash  flows  into and out of the Fund.  The
objective  where  equity  futures  are used to  "equitize"  cash is to match the
notional value of all futures contracts to the Fund's cash balance. The notional
value of futures and of the cash is monitored  daily. As the cash is invested in
securities  and/or  paid  out  to  participants  in  redemptions,   the  Advisor
simultaneously adjusts the futures positions.  Through such procedures, the Fund
not only gains equity  exposure from the use of futures,  but also benefits from
increased  flexibility  in responding  to client cash flow needs.  Additionally,
because it can be less  expensive to trade a list of  securities as a package or
program trade rather than as a group of  individual  orders,  futures  provide a
means through which  transaction  costs can be reduced.  Such  non-hedging  risk
management  techniques are not  speculative,  but because they involve  leverage
include, as do all leveraged transactions,  the possibility of losses as well as
gains that are greater than if these  techniques  involved the purchase and sale
of the securities themselves rather than their synthetic derivatives.

Portfolio Turnover

         The Fund expects  that its annual  portfolio  turnover  rate will range
between 70% and 100%. A rate of 100% indicates that the equivalent of all of the
Fund's assets have been sold and reinvested in a year.  High portfolio  turnover
may result in the realization of substantial net capital gains or losses. To the
extent  that net short  term  capital  gains  are  realized,  any  distributions
resulting from such gains are considered  ordinary income for federal income tax
purposes. See "Taxes" below.

INVESTMENT RESTRICTIONS

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

         The Fund:

1. May not make any investments inconsistent with the Fund's classification as a
diversified investment company under the 1940 Act.

2. May not purchase any security which would cause the Fund to  concentrate  its
investments  in the  securities of issuers  primarily  engaged in any particular
industry,   except   for   securities   of   issuers   in  the   technology   or
telecommunications sectors and as otherwise permitted by the SEC.

3. May not issue senior  securities,  except as permitted  under the 1940 Act or
any rule, order or interpretation thereunder.

4. May not borrow money, except to the extent permitted by applicable law.

5. May not underwrite securities of other issuers, except to the extent that the
Fund, in disposing of portfolio securities,  may be deemed an underwriter within
the meaning of the 1933 Act.

6. May not purchase or sell real estate, except that, to the extent permitted by
applicable  law,  the Fund may  invest  in (a)  securities  or other  instrument
directly  or  indirectly  secured  by real  estate  or (b)  securities  or other
instrument issued by issuers that invest in real estate.

7. May not purchase or sell  commodities or commodity  contracts unless acquired
as a result of ownership of  securities or other  instruments  issued by persons
that purchase or sell  commodities  or commodity  contracts;  but this shall not
prevent the Fund from  purchasing,  selling and entering into financial  futures
contracts (including futures contracts on indices of securities,  interest rates
and  currencies),  options on financial  futures  contracts  (including  futures
contracts on indices of securities,  interest rates and  currencies),  warrants,
swaps,  forward contracts,  foreign currency spot and forward contracts or other
derivative instruments that are not related to physical commodities.

8. May make loans to other  persons,  in accordance  with the Fund's  investment
objectives and policies and to the extent permitted by applicable law.

     Non-Fundamental   Investment  Restrictions.   The  investment  restrictions
described below are not  fundamental  policies of the Fund and may be changed by
the Trustees. These non-fundamental investment policies require that the Fund:

1. May not acquire any illiquid securities,  such as repurchase  agreements with
more than seven days to maturity or fixed time  deposits with a duration of over
seven calendar days, if as a result  thereof,  more than 15% of the market value
of the Fund's net assets would be in investments that are illiquid.

2. May not purchase  securities on margin,  make short sales of  securities,  or
maintain a short position, provided that this restriction shall not be deemed to
be  applicable  to the  purchase  or sale of  when-issued  or  delayed  delivery
securities, or to short sales that are covered in accordance with SEC rules.

3. May not acquire securities of other investment companies, except as permitted
by the 1940 Act or any order pursuant thereto.

         There  will  be no  violation  of any  investment  restriction  if that
restriction  is  complied  with  at  the  time  the  relevant  action  is  taken
notwithstanding a later change in market value of an investment, in net or total
assets, in the securities rating of the investment, or any other later change.

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

TRUSTEES AND MEMBERS OF THE ADVISORY BOARD

         The Trustees of the Trust, their principal  occupations during the past
five years and dates of birth are set forth  below.  The mailing  address of the
Trustees is c/o Pierpont Group Inc. 461 Fifth Avenue, New York, NY 10017.

         FREDERICK S. ADDY -- Trustee;  Retired;  Prior to April 1994, Executive
Vice President and Chief Financial  Officer,  Amoco  Corporation and his date of
birth is January 1, 1932.

         WILLIAM G. BURNS -- Trustee;  Retired;  Former Vice  Chairman and Chief
Financial Officer, NYNEX and his date of birth is November 2, 1932.

     ARTHUR C.  ESCHENLAUER -- Trustee;  Retired;  Former Senior Vice President,
Morgan Guaranty Trust Company
of New York and his date of birth is May 23, 1934.

         MATTHEW HEALEY (*) -- Trustee;  Chairman and Chief  Executive  Officer;
Chairman,  Pierpont Group, Inc.  ("Pierpont  Group") since prior to 1995 and his
date of birth is August 23, 1937.

     MICHAEL P. MALLARDI -- Trustee;  Retired;  Prior to April 1996, Senior Vice
President, Capital Cities/ABC, Inc. and President,  Broadcast Group and his date
of birth is March 17, 1934.

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


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

     Trustee compensation expenses paid by the Trust for the calendar year ended
December 31, 1999 are set forth below.


<TABLE>
<CAPTION>
<S>                                                          <C>                       <C>         <C>        <C>



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

                                                       -------------------------  ------------------------------------
                                                                                  TOTAL TRUSTEE COMPENSATION ACCRUED
                                                                                  BY THE MASTER PORTFOLIOS (*), J.P.
                                                       AGGREGATE TRUSTEE          MORGAN FUNDS, J.P. MORGAN
                                                       COMPENSATION PAID BY THE   INSTITUTIONAL FUNDS AND THE TRUST
                                                       TRUST DURING 1999          DURING 1999 (**)

NAME OF TRUSTEE
------------------------------------------------------ -------------------------- -------------------------------------
------------------------------------------------------ -------------------------- -------------------------------------

Frederick S. Addy, Trustee                             $1,018                     $75,000
------------------------------------------------------ -------------------------- -------------------------------------
------------------------------------------------------ -------------------------- -------------------------------------

William G. Burns, Trustee                              $1,018                     $75,000
------------------------------------------------------ -------------------------- -------------------------------------
------------------------------------------------------ -------------------------- -------------------------------------

Arthur C. Eschenlauer, Trustee                         $1,018                     $75,000
------------------------------------------------------ -------------------------- -------------------------------------
------------------------------------------------------ -------------------------- -------------------------------------

Matthew Healey, Trustee (***)
   Chairman and Chief Executive
   Officer                                             $1,018                     $75,000
------------------------------------------------------ -------------------------- -------------------------------------
------------------------------------------------------ -------------------------- -------------------------------------

Michael P. Mallardi, Trustee                           $1,018                     $75,000
------------------------------------------------------ -------------------------- -------------------------------------
</TABLE>


(*) The  J.P.  Morgan  Funds  and  J.P.  Morgan  Institutional  Funds  are  each
multi-series  registered  investment  companies  that  are  part  of a  two-tier
(master-feeder)  investment fund structure. Each series of the J.P. Morgan Funds
and J.P.  Morgan  Institutional  Funds is a feeder fund that  invests all of its
investable  assets in one of 19 separate  master  portfolios  (collectively  the
"Master Portfolios") for which JPMIM acts as investment adviser, 14 of which are
registered investment companies.

     (**) No  investment  company  within  the fund  complex  has a  pension  or
retirement  plan.  Currently  there are 17 investment  companies (14  investment
companies  comprising the Master  Portfolios,  J.P.  Morgan Funds,  J.P.  Morgan
Institutional Funds and the Trust) in the fund complex.

     (***) During 1999,  Pierpont  Group,  Inc. paid Mr. Healey,  in his role as
Chairman  of  Pierpont  Group,  Inc.,  compensation  in the amount of  $153,800,
contributed  $23,100  to a  defined  contribution  plan on his  behalf  and paid
$17,300 in insurance premiums for his benefit.

     The Trustees  decide upon matters of general  policies and are  responsible
for overseeing the Trust's business  affairs.  The Trust has entered into a Fund
Services  Agreement  with  Pierpont  Group,  Inc.  to  assist  the  Trustees  in
exercising their overall  supervisory  responsibilities  over the affairs of the
Trust.  Pierpont Group,  Inc. was organized in July 1989 to provide services for
the J.P. Morgan Family of Funds  (formerly "The Pierpont Family of Funds"),  and
the Trustees are the equal and sole  shareholders  of Pierpont  Group,  Inc. The
Trust,  J.P.  Morgan  Funds,  J.P.  Morgan  Institutional  Funds and each Master
Portfolio  have  agreed  to  pay  Pierpont  Group,  Inc.  a  fee  in  an  amount
representing its reasonable costs in performing these services.  These costs are
periodically reviewed by the Trustees.  The principal offices of Pierpont Group,
Inc. are located at 461 Fifth Avenue, New York, New York 10017.

Advisory Board

         The  Trustees  determined,  as of January 26,  2000,  to  establish  an
advisory  board and appoint  four  members  ("Members  of the  Advisory  Board")
thereto. Each member serves at the pleasure of the Trustees.  The advisory board
is  distinct  from the  Trustees  and  provides  advice  to the  Trustees  as to
investment,  management  and  operations of the Trust;  but has no power to vote
upon any  matter  put to a vote of the  Trustees.  The  advisory  board  and the
members thereof also serve each of the Trusts and the Master  Portfolios.  It is
also the current  intention  of the  Trustees  that the Members of the  Advisory
Board be proposed at the next shareholders' meeting,  expected to be held within
a year from the date hereof,  for election as Trustees of each of the Trusts and
the Master Portfolios. The creation of the Advisory Board and the appointment of
the members thereof was designed so that the Board of Trustees will continuously
consist of persons able to assume the duties of Trustees  and be fully  familiar
with the business  and affairs of each of the Trusts and the Master  Portfolios,
in anticipation of the current Trustees reaching the mandatory retirement age of
seventy.  Each member of the Advisory Board is paid an annual fee of $75,000 for
serving in this capacity for the Trust, each of the Master Portfolios,  the J.P.
Morgan  Funds and the J.P.  Morgan  Institutional  Funds and is  reimbursed  for
expenses  incurred in connection  for such service.  The members of the Advisory
Board may hold various other directorships unrelated to these funds. The mailing
address of the Members of the Advisory  Board is c/o Pierpont  Group,  Inc., 461
Fifth  Avenue,  New York,  New York 10017.  Their names,  principal  occupations
during the past five years and dates of birth are set forth below:

Ann Maynard  Gray -- Former  President,  Diversified  Publishing  Group and Vice
President, Capital Cities/ABC, Inc. Her date of birth is August 22, 1945.

John R. Laird --  Retired;  Former  Chief  Executive  Officer,  Shearson  Lehman
Brothers and The Boston Company. His date of birth is June 21, 1942.

Gerard P. Lynch -- Retired;  Former Managing Director,  Morgan Stanley Group and
President and Chief Operating Officer, Morgan Stanley Services, Inc. His date of
birth is October 5, 1936.

James J. Schonbachler -- Retired;  Prior to September,  1998, Managing Director,
Bankers Trust Company and Chief  Executive  Officer and Director,  Bankers Trust
A.G., Zurich and BT Brokerage Corp. His date of birth is January 26, 1943.

OFFICERS

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

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

         MATTHEW HEALEY;  Chief  Executive  Officer;  Chairman,  Pierpont Group,
since prior to 1995. His address is Pine Tree Club Estates,  10286 Saint Andrews
Road, Boynton Beach, FL 33436. His date of birth is August 23, 1937.

     MARGARET W. CHAMBERS;  Vice President and Secretary.  Senior Vice President
and General  Counsel of FDI since April,  1998.  From August 1996 to March 1998,
Ms. Chambers was Vice President and Assistant General Counsel for Loomis, Sayles
& Company,  L.P. From January 1986 to July 1996,  she was an associate  with the
law firm of Ropes & Gray. Her date of birth is October 12, 1959.

         MARIE E. CONNOLLY;  Vice President and Assistant Treasurer.  President,
Chief Executive  Officer,  Chief Compliance Officer and Director of FDI, Premier
Mutual Fund  Services,  Inc.,  an affiliate of FDI  ("Premier  Mutual"),  and an
officer of certain investment companies  distributed or administered by FDI. Her
date of birth is August 1, 1957.

     DOUGLAS C. CONROY; Vice President and Assistant  Treasurer.  Assistant Vice
President   and   Assistant   Department   Manager  of  Treasury   Services  and
Administration of FDI and an officer of certain investment companies distributed
or  administered  by FDI.  Prior to April 1997,  Mr.  Conroy was  Supervisor  of
Treasury  Services and  Administration  of FDI. From April 1993 to January 1995,
Mr. Conroy was a Senior Fund Accountant for Investors Bank & Trust Company.  His
date of birth is March 31, 1969.

         KAREN  JACOPPO-WOOD;  Vice  President  and  Assistant  Secretary.  Vice
President  and  Senior  Counsel  of FDI and an  officer  of  certain  investment
companies  distributed or  administered  by FDI. From June 1994 to January 1996,
Ms. Jacoppo-Wood was a Manager of SEC Registration at Scudder,  Stevens & Clark,
Inc. Her date of birth is December 29, 1966.

     CHRISTOPHER  J.  KELLEY;  Vice  President  and  Assistant  Secretary.  Vice
President and Senior Associate  General Counsel of FDI and Premier Mutual and an
officer of certain investment companies distributed or administered by FDI. From
April 1994 to July 1996,  Mr.  Kelley was Assistant  Counsel at Forum  Financial
Group. His date of birth is December 24, 1964.

     KATHLEEN K. MORRISEY-Vice President and Assistant Secretary. Vice President
and Assistant Secretary of FDI. Manager of Treasury Services  Administration and
an officer of certain investment companies advised or administered by Montgomery
Asset  Management,  L.P.  and  Dresdner RCM Global  Investors,  Inc.,  and their
respective affiliates.  From July 1994 to November 1995, Ms. Morrisey was a Fund
Accountant  for  Investors  Bank & Trust  Company.  Her date of birth is July 5,
1972.

     MARY A. NELSON; Vice President and Assistant Treasurer.  Vice President and
Manager of Treasury Services and Administration of FDI and Premier Mutual and an
officer of certain investment companies  distributed or administered by FDI. Her
date of birth is April 22, 1964.

     MARY JO PACE;  Assistant Treasurer.  Vice President,  Morgan Guaranty Trust
Company of New York.  Ms.  Pace  serves in the Funds  Administration  group as a
Manager for the Budgeting and Expense Processing Group. Prior to September 1995,
Ms. Pace served as a Fund Administrator for Morgan Guaranty Trust Company of New
York. Her address is 60 Wall Street, New York, New York 10260. Her date of birth
is March 13, 1966.

     GEORGE A. RIO;  President and Treasurer.  Executive Vice President,  Client
Service Director of FDI, since April 1998. From June 1995 to March 1998, Mr. Rio
was Senior Vice  President,  Senior Key Account Manager for Putnam Mutual Funds.
From May 1994 to June 1995,  Mr. Rio was  Director of Business  Development  for
First Data Corporation. His date of birth is January 2, 1955.

     CHRISTINE  ROTUNDO-Assistant  Treasurer.  Vice  President,  Morgan Guaranty
Trust Company of New York. Ms.  Rotundo serves as Manager of the  Infrastructure
group.  Prior to  January  2000,  she  served as Manager of the Tax Group in the
Funds Administration group and was responsible for U.S. mutual fund tax matters.
Prior to  September  1995,  Ms.  Rotundo  served as a Senior Tax  Manager in the
Investment  Company  Services  Group of Deloitte & Touche LLP. Her address is 60
Wall Street, New York, New York 10260. Her date of birth is September 26, 1965.

         ELBA  VASQUEZ-Vice  President and Assistant  Secretary.  Vice President
since  February  1999,  Assistant  Vice  President(since  June 1997),  and Sales
Associate (since May 1996) of FDI. Formerly (March 1990- May 1996),  employed in
various  mutual fund sales and marketing  positions by the U.S. Trust Company of
New York. Her date of birth is December 14, 1961.

CODE OF ETHICS

         The Trust, the Advisor and FDI have adopted codes of ethics pursuant to
Rule 17j-1 under the 1940 Act. Each of these codes permits  personnel subject to
such code to invest in securities, including securities that may be purchased or
held by the Fund. Such purchases, however, are subject to preclearance and other
procedures reasonably necessary to prevent a access persons from engaging in any
unlawful conduct set forth in Rule 17j-1.

INVESTMENT ADVISOR

         The  Trust  has  retained  JPMIM  as  Investment   Advisor  to  provide
investment advice and portfolio  management services to the Fund. Subject to the
supervision  of the Fund's  Trustees,  the Advisor  makes the Fund's  day-to-day
investment decisions,  arranges for the execution of portfolio  transactions and
generally manages the Fund's investments.

         JPMIM,  a wholly owned  subsidiary  of J.P.  Morgan & Co.  Incorporated
("J.P.  Morgan"),  is a  registered  investment  adviser  under  the  Investment
Advisers  Act of  1940,  as  amended,  and  manages  employee  benefit  funds of
corporations,  labor unions and state and local  governments and the accounts of
other institutional  investors,  including investment companies.  Certain of the
assets of  employee  benefit  accounts  under its  management  are  invested  in
commingled pension trust funds for which Morgan serves as trustee.

         J.P.  Morgan,  through  the  Advisor  and other  subsidiaries,  acts as
investment advisor to individuals,  governments,  corporations, employee benefit
plans, mutual funds and other institutional investors with combined assets under
management of approximately $369 billion.

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

         Morgan,  whose principal  offices are at 60 Wall Street,  New York, New
York 10260,  is a New York trust  company which  conducts a general  banking and
trust  business.  Morgan is subject to  regulation by the New York State Banking
Department and is a member bank of the Federal Reserve  System.  Through offices
in New York City and abroad,  Morgan offers a wide range of services,  primarily
to  governmental,   institutional,  corporate  and  high  net  worth  individual
customers in the United States and throughout the world. Morgan is also a wholly
owned subsidiary of J.P. Morgan, which is a bank holding company organized under
the laws of the State of Delaware.

         The basis of the Advisor's investment process is fundamental investment
research as the firm  believes  that  fundamentals  should  determine an asset's
value over the long term J.P. Morgan currently  employs  approximately  420 full
time research  analysts,  capital  market  researchers,  portfolio  managers and
traders  and has one of the  largest  research  staffs in the  money  management
industry.  The Advisor has investment  management divisions located in New York,
London,  Tokyo,  Frankfurt,  and Singapore to cover  companies,  industries  and
countries on site.  The Advisor's  fixed income  investment  process is based on
analysis of real rates,  sector  diversification,  and  quantitative  and credit
analysis.

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

         The Fund is managed by  employees  of the  Advisor  who,  in acting for
their customers,  including the Fund, do not discuss their investment  decisions
with any  personnel of J.P.  Morgan or any  personnel of other  divisions of the
Advisor or with any of its  affiliated  persons,  with the  exception of certain
other investment management affiliates of J.P. Morgan which execute transactions
on behalf of the Fund.

         As compensation for the services  rendered and related expenses such as
salaries  of  advisory  personnel  borne by the  Advisor  under  the  Investment
Advisory  Agreement,  the Fund has  agreed to pay the  Advisor  a fee,  which is
computed daily and may be paid monthly,  equal to 1.25% of the average daily net
assets of the Fund.

         The Investment Advisory Agreement between the Advisor and the Trust, on
behalf of the Fund, provides that it will continue in effect for a period of two
years after  execution and will continue in effect  thereafter  executed on June
12,  2000,  only if  specifically  approved  annually  in the same manner as the
Distribution  Agreement.   See  "Distributor"  below.  The  Investment  Advisory
Agreement will terminate automatically if assigned and is terminable at any time
without  penalty by a vote of a majority  of the  Trustees,  or by a vote of the
holders of a majority of the Fund's outstanding  voting securities,  on 60 days'
written  notice to the Advisor and by the Advisor on 90 days' written  notice to
the Trust. See "Additional Information."

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

DISTRIBUTOR

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

         The Distribution  Agreement will continue in effect with respect to the
Fund for a period of two years  after  execution  will  continue  in effect  and
thereafter  executed June 12, 2000 only if it is approved at least  annually (i)
by a vote of the  holders of a majority of the Fund's  outstanding  shares or by
the Trust's  Trustees  and (ii) by a vote of a majority  of the  Trustees of the
Trust  who are not  "interested  persons"  (as  defined  by the 1940 Act) of the
parties to the  Distribution  Agreement,  cast in person at a meeting called for
the  purpose  of voting on such  approval  (see  "Trustees  and  Members  of the
Advisory  Board" and  "Officers") . The  Distribution  Agreement  will terminate
automatically  if assigned by either party thereto and is terminable at any time
without  penalty by a vote of a majority of the Trustees of the Trust, a vote of
a majority of the Trustees who are not "interested  persons" of the Trust, or by
a vote of (i) 67% or more of the Fund's outstanding voting securities present at
a meeting  if the  holders  of more than 50% of the  Fund's  outstanding  voting
securities  are present or  represented  by proxy,  or (ii) more than 50% of the
Fund's outstanding  voting securities,  whichever is less. FDI is a wholly owned
indirect subsidiary of Boston Institutional Group, Inc. The principal offices of
FDI are located at 60 State Street, Suite 1300, Boston, Massachusetts 02109.

CO-ADMINISTRATOR

         Under Co-Administration Agreements with the Trust dated August 1, 1996,
FDI also serves as the Trust's Co-Administrator. The Co-Administration Agreement
may be renewed  or  amended by the  Trustees  without a  shareholder  vote.  The
Co-Administration  Agreement is terminable at any time without penalty by a vote
of a majority of the Trustees, as applicable,  on not more than 60 days' written
notice  nor  less  than  30  days'  written  notice  to  the  other  party.  The
Co-Administrator  may  subcontract  for  the  performance  of  its  obligations,
provided,  however,  that  unless the Trust  expressly  agrees in  writing,  the
Co-Administrator  will be fully  responsible  for the acts and  omissions of any
subcontractor  as it would for its own acts or omissions.  See "Services  Agent"
below.

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

         For its services under the Co-Administration  Agreements,  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 its net assets to the  aggregate net assets of
the Trust and certain other registered  investment  companies subject to similar
arrangements with FDI.

SERVICES AGENT

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

         Under the Services  Agreement,  Morgan provides certain  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 Trustee matters.

         Under the  Services  Agreement,  the Fund has agreed to pay Morgan fees
equal to its allocable share of an annual  complex-wide  charge.  This charge is
calculated  daily based on the  aggregate net assets of the Trust and the Master
Portfolios in accordance with the following annual schedule:  0.09% of the first
$7  billion  of their  aggregate  average  daily net  assets  and 0.04% of their
aggregate  average  daily  net  assets  in  excess  of  $7  billion,   less  the
complex-wide fees payable to FDI. The portion of this charge payable by the Fund
is determined by the  proportionate  share that its net assets bear to the total
net assets of the Trust, the Master  Portfolios,  and the other investors in the
Master Portfolios for which Morgan provides similar services.

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 holding  portfolio  securities and cash and maintaining the books of account
and records of the Fund's portfolio transactions.

         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.

SHAREHOLDER SERVICING

         The  Trust,  on behalf  of the Fund,  has  entered  into a  Shareholder
Servicing  Agreement  with Morgan  pursuant to which Morgan acts as  shareholder
servicing  agent for its  customers  who are Fund  investors  and for other Fund
investors who are customers of a financial  professional.  Under this agreement,
Morgan is responsible for performing  shareholder  account,  administrative  and
servicing  functions,  which include but are not limited to, answering inquiries
regarding  account  status  and  history,  the  manner  in which  purchases  and
redemptions of Fund shares may be effected, and certain other matters pertaining
to 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 Fund  shares;  verifying  purchase  and  redemption  orders,
transfers  among and changes in accounts;  informing  FDI of the gross amount of
purchase orders for Fund shares; and providing other related services.

         Under the Shareholder  Servicing Agreement,  the Fund has agreed to pay
Morgan a fee for these  services  at the annual  rate of 0.25%  with  respect to
Select Shares, 0.10% with respect to Institutional Shares and 0.05% with respect
to Advisor Shares  (expressed as a percentage of the average daily net assets of
Fund shares). Morgan acts as shareholder servicing agent for all shareholders.

         The Fund may be sold to or  through  financial  intermediaries  who are
customers  of  J.P.  Morgan  ("financial  professionals"),  including  financial
institutions  and  broker-dealers,  that may be paid fees by J.P.  Morgan or its
affiliates  for services  provided to their clients that invest in the Fund. See
"Financial  Professionals"  below.  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.

SERVICE ORGANIZATIONS - ADVISOR SHARES

         With respect to the Advisor  Shares only,  the Trust,  on behalf of the
Fund,  has adopted a service plan (the "Plan") with respect to such shares which
authorizes the Fund to compensate  Service  Organizations  for providing certain
account  administration and other services to their customers who are beneficial
owners of such shares.  Pursuant to the Plan, the Trust,  on behalf of the Fund,
enters into  agreements  with Service  Organizations  which  purchase  shares on
behalf of their customers ("Service Agreements"). Under such Service Agreements,
the Service  Organizations  may: (a) act,  directly or through an agent,  as the
sole shareholder of record and nominee for all customers, (b) maintain or assist
in maintaining  account records for each customer who beneficially  owns shares,
and (c) process or assist in processing customer orders to purchase,  redeem and
exchange  shares,  and handle or assist in handling  the  transmission  of funds
representing  the  customers'   purchase  price  or  redemption   proceeds.   As
compensation  for such  services,  the Trust,  on behalf of the Fund,  pays each
Service  Organization  a service fee in an amount up to 0.25% (on an  annualized
basis) of the average daily net assets of the shares of the Fund attributable to
or held in the name of such Service  Organization for its customers (0.20% where
J.P. Morgan acts as a service organization).

         Conflicts of interest  restrictions  (including the Employee Retirement
Income  Security Act of 1974) may apply to a Service  Organization's  receipt of
compensation  paid by the Trust in connection  with the  investment of fiduciary
funds  in  shares.  Service  Organizations,  including  banks  regulated  by the
Comptroller of the Currency,  the Federal  Reserve Board or the Federal  Deposit
Insurance Corporation,  and investment advisers and other money managers subject
to the  jurisdiction  of the SEC, the  Department  of Labor or state  securities
commissions,  are urged to consult legal  advisors  before  investing  fiduciary
assets in shares. In addition, under some state securities laws, banks and other
financial  institutions  purchasing  shares on behalf of their  customers may be
required to register as dealers.

         The Trustees of the Trust, including a majority of Trustees who are not
interested  persons  of the Trust and who have no direct or  indirect  financial
interest  in the  operation  of such  Plan or the  related  Service  Agreements,
initially  voted to approve the Plan and Service  Agreements at a meeting called
for the purpose of voting on such Plan and Service  Agreements on June 12, 2000.
The Plan may not be amended to  increase  materially  the amount to be spent for
the services  described  therein  without  approval of the holders of the Fund's
Advisor Shares, and all material amendments of the Plan must also be approved by
the Trustees in the manner  described  above.  The Plan may be terminated at any
time by a majority of the Trustees as  described  above or by vote of a majority
of the  outstanding  Advisor Shares of the Fund.  The Service  Agreements may be
terminated at any time, without payment of any penalty, by vote of a majority of
the disinterested  Trustees as described above or by a vote of a majority of the
outstanding  Advisor Shares of the Fund on not more than 60 days' written notice
to any other  party to the  Service  Agreements.  The  Service  Agreements  will
terminate  automatically  if  assigned.  So long as the Plan is in  effect,  the
selection and nomination of those  Trustees who are not interested  persons will
be  determined  by the  non-interested  members  of the Board of  Trustees.  The
Trustees  have  determined  that,  in  their  judgment,  there  is a  reasonable
likelihood that the Plan will benefit the Fund and holders of the Fund's Advisor
Shares.  In the Trustees'  quarterly review of the Plan and Service  Agreements,
they will consider their continued appropriateness and the level of compensation
provided therein.

DISTRIBUTION PLAN - ADVISOR SHARES

         Rule  12b-1  (the  "Rule")  under the 1940 Act  provides,  among  other
things,  that an investment company may bear expenses of distributing its shares
only pursuant to a plan adopted in  accordance  with the Rule. On June 12, 2000,
the Trustees adopted such a plan on behalf of the Fund (the "Distribution Plan")
pursuant to which the Fund pays for distributing its Advisor Shares at an annual
rate  not to  exceed  0.25%  of  the  value  of the  average  daily  net  assets
attributable  to Advisor Shares of the Fund.  Under the  Distribution  Plan, the
Fund may make payments to certain financial  institutions,  securities  dealers,
and other industry  professionals that have entered into written agreements with
the  Fund  in  respect  of  these  services.  The  amounts  to be  paid  to such
institutions  is  based on the  daily  value of  Advisor  Shares  owned by their
clients. The fees payable under the Distribution Plan for advertising, marketing
and  distributing  are payable without regard to actual expenses  incurred.  The
Trustees  believe that there is a reasonable  likelihood  that the  Distribution
Plan will benefit the Fund and holders of its Advisor Shares.

         Quarterly reports of the amounts expended under the Distribution  Plan,
and the purposes for which such expenditures were incurred,  will be made to the
Trustees for their review.  In addition,  the Distribution Plan provides that it
may not be amended to increase  materially the costs which holders of the Fund's
Advisor Shares may bear for distribution  without approval of such  shareholders
and that all material  amendments of the  Distribution  Plan must be approved by
the  Trustees,  and by the  Trustees  who are neither  "interested  persons" (as
defined in the 1940 Act) of the Trust nor have any direct or indirect  financial
interest  in  the  operation  of  the  Distribution   Plan  or  in  the  related
Distribution Plan agreements, by vote cast in person at a meeting called for the
purpose of  considering  such  amendments.  The  Distribution  Plan and  related
agreements  are subject to annual  approval by such vote of the Trustees cast in
person at a meeting  called for the purpose of voting on the  Distribution  Plan
and related agreements.  The Distribution Plan is terminable at any time by vote
of a majority of the Trustees who are not  "interested  persons" and who have no
direct or indirect  financial interest in the operation of the Distribution Plan
or in the related  agreements or by vote of the holders of a majority of Advisor
Shares, as the case may be. A related  Distribution Plan agreement is terminable
without  penalty,  at any time,  by such vote of the  Trustees or by vote of the
holders of a majority of the Fund's  Advisor  Shares upon not more than 60 days'
written  notice  to any  other  party to such  agreement.  A  Distribution  Plan
agreement  will  terminate  automatically  in the  event of its  assignment  (as
defined in the 1940 Act).

FINANCIAL PROFESSIONALS - SELECT AND INSTITUTIONAL SHARES

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

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

         The Fund has  authorized  one or more  brokers to accept  purchase  and
redemption orders on its behalf.  Such brokers are authorized to designate other
intermediaries  to accept  purchase and redemption  orders on the Fund's behalf.
The Fund will be deemed to have received a purchase or redemption  order when an
authorized broker or, if applicable, a broker's authorized designee, accepts the
order. These orders will be priced at the Fund's net asset value next calculated
after they are so accepted.

INDEPENDENT ACCOUNTANTS

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

EXPENSES

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

         J.P.  Morgan has agreed that it will reimburse the Fund as described in
the Prospectus  until February 28, 2002 to the extent  necessary to maintain the
Fund's  total  operating  expenses at the  following  annual rates of the Fund's
average  daily  assets.  These  limits  do  not  cover  extraordinary  expenses,
interest, or taxes.

                                    Select Shares:  1.50%
                                    Institutional Shares:  1.35%
                                    Advisor Shares:  1.80%

PURCHASE OF SHARES

         Additional Minimum Balance  Information.  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  reserves the right to close out your account and
send the proceeds to the address of record.

         Method of  Purchase.  Investors  may open  accounts  with the Fund only
through the Distributor or Service  Organization.  All purchase  transactions in
Fund accounts are  processed by Morgan as  shareholder  servicing  agent and the
Fund is  authorized to accept any  instructions  relating to a Fund account from
Morgan as shareholder servicing agent for the customer. All purchase orders must
be  accepted  by the  Distributor.  Prospective  investors  who are not  already
customers of Morgan may apply to become customers of Morgan for the sole purpose
of Fund  transactions.  There are no charges  associated  with becoming a Morgan
customer for this purpose.  Morgan reserves the right to determine the customers
that it will accept,  and the Trust reserves the right to determine the purchase
orders that it will accept.

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

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

         Prospective  investors  may purchase  shares with the  assistance  of a
financial  professional,  and the financial  professional  may establish its own
minimums and charge the  investor a fee for this  service and other  services it
provides to its customers.  Morgan may pay fees to financial  professionals  for
services in connection  with fund  investments.  See  "Financial  Professionals"
above.

REDEMPTION OF SHARES

         If the  Trust,  on  behalf  of the  Fund,  determines  that it would be
detrimental  to the best interest of the remaining  shareholders  of the Fund to
make payment wholly or partly in cash,  payment of the  redemption  price may be
made in whole or in part by a  distribution  in kind of  securities,  in lieu of
cash, in conformity  with the applicable rule of the SEC. If shares are redeemed
in kind, the redeeming  shareholder  might incur transaction costs in converting
the assets into cash.  The method of valuing  portfolio  securities is described
under "Net Asset Value," and such valuation will be made as of the same time the
redemption price is determined. The Trust, on behalf of the Fund, has elected to
be  governed by Rule 18f-1 (for the Fund only,  and not for any other  series of
the Trust)  under the 1940 Act pursuant to which the Fund is obligated to redeem
shares  solely in cash up to the lesser of  $250,000  or one  percent of the net
asset value of the Fund during any 90 day period for any one shareholder.

         Further  Redemption   Information.   Investors  should  be  aware  that
redemptions  from the Fund may not be processed  if a redemption  request is not
submitted in proper form. To be in proper form,  the Fund must have received the
shareholder's  taxpayer  identification  number and address.  In addition,  if a
shareholder  sends a check  for the  purchase  of fund  shares  and  shares  are
purchased before the check has cleared,  the transmittal of redemption  proceeds
from the shares will occur upon  clearance  of the check which may take up to 15
days. The Trust, on behalf of the Fund,  reserves the right to suspend the right
of  redemption  and to postpone the date of payment upon  redemption as follows:
(i) for up to seven days,  (ii) during  periods when the New York Stock Exchange
is closed for other than  weekends and holidays or when trading on such Exchange
is  restricted  as  determined  by the SEC by rule or  regulation,  (iii) during
periods in which an  emergency,  as  determined  by the SEC,  exists that causes
disposal by the Fund of, or  evaluation of the net asset value of, its portfolio
securities to be unreasonable or  impracticable,  or (iv) for such other periods
as the SEC may permit.

         For information  regarding redemption orders placed through a financial
professional, please see "Financial Professionals" above.

EXCHANGE OF SHARES

         Subject to the limitations  below, an investor may exchange shares from
the Fund into shares of any other J.P.  Morgan  Series Trust Fund,  J.P.  Morgan
Institutional  Fund or J.P. Morgan Fund without charge.  An exchange may be made
so long as after the exchange the investor has shares,  in each fund in which he
or she  remains  an  investor,  with a value of at  least  that  fund's  minimum
investment  amount.  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. Shares
are exchanged on the basis of relative net asset value per share.  Exchanges are
in effect  redemptions from one fund and purchases of another fund and the usual
purchase and redemption procedures and requirements are applicable to exchanges.
The Fund generally intends to pay redemption  proceeds in cash,  however,  since
the Fund  reserves  the right at its sole  discretion  to pay  redemptions  over
$250,000 in kind as a portfolio of  representative  stocks  rather than in cash,
the Fund  reserves  the  right to deny an  exchange  request  in  excess of that
amount. See "Redemption of Shares."  Shareholders  subject to federal income tax
who exchange shares in one fund for shares in another fund may recognize capital
gain or loss for federal income tax purposes.  Shares of the fund to be acquired
are purchased for settlement when the proceeds from redemption become available.
The  Trust  reserves  the  right to  discontinue,  alter or limit  the  exchange
privilege at any time.

DIVIDENDS AND DISTRIBUTIONS

         The Fund  declares and pays  dividends and  distributions  as described
under "Dividends and Distributions" in the Prospectus.

         Dividends  and  capital  gains  distributions  paid  by  the  Fund  are
automatically reinvested in additional shares of the Fund unless the shareholder
has elected to have them paid in cash. Dividends and distributions to be paid in
cash are  credited to the  shareholder's  account at Morgan or at his  financial
professional or, in the case of certain Morgan customers, are mailed by check in
accordance  with the  customer's  instructions.  The Fund  reserves the right to
discontinue, alter or limit the automatic reinvestment privilege at any time.

         If a shareholder has elected to receive  dividends  and/or capital gain
distributions  in cash and the  postal or other  delivery  service  is unable to
deliver  checks to the  shareholder's  address  of  record,  such  shareholder's
distribution  option will  automatically be converted to having all dividend and
other distributions  reinvested in additional shares. No interest will accrue on
amounts represented by uncashed distribution or redemption checks.

NET ASSET VALUE

         The Fund  computes  its net asset  value  separately  for each class of
shares  outstanding  once daily as of the close of trading on the New York Stock
Exchange (generally 4:00 p.m. eastern time) on each business day as described in
the  Prospectus.  The  net  asset  value  will  not be  computed  on the day the
following  legal holidays are observed:  New Year's Day,  Martin Luther King Jr.
Day,  Presidents' Day, Good Friday,  Memorial Day,  Independence Day, Labor Day,
Thanksgiving  Day and  Christmas  Day. On days when U.S.  trading  markets close
early in  observance  of these  holidays,  the Fund will close for purchases and
redemptions  at the  same  time.  The Fund  also may  close  for  purchases  and
redemptions at such other times as may be determined by the Board of Trustees to
the extent  permitted  by  applicable  law. The days on which net asset value is
determined are the Fund's business days.

         The value of  investments  listed on a domestic  or foreign  securities
exchange,   including  National  Association  of  Securities  Dealers  Automated
Quotations ("NASDAQ"), other than options on stock indexes, is based on the last
sale prices on the  exchange on which the  security is  principally  traded (the
"primary  exchange").  If there has been no sale on the primary  exchange on the
valuation  date, and the spread between bid and asked  quotations on the primary
exchange  is less than or equal to 10% of the bid price  for the  security,  the
security shall be valued at the average of the closing bid and asked  quotations
on the primary exchange.  Under all other circumstances  (e.g., there is no last
sale on the  primary  exchange,  there  are no bid and asked  quotations  on the
primary exchange, or the spread between bid and asked quotations is greater than
10% of the bid price), the value of the security shall be the last sale price on
the primary  exchange up to ten days prior to the valuation date unless,  in the
judgment of the portfolio manager, material events or conditions since such last
sale necessitate fair valuation of the security.  The value of each security for
which readily available market quotations exist is based on a decision as to the
broadest  and most  representative  market for such  security.  For  purposes of
calculating  net asset value all assets and liabilities  initially  expressed in
foreign  currencies  will be  converted  into  U.S.  dollars  at the  prevailing
currency rate average on the valuation date.

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

         Trading in  securities  on most foreign  markets is normally  completed
before the close of trading in U.S.  markets  and may also take place on days on
which the U.S. markets are closed. If events  materially  affecting the value of
securities  occur  between  the time when the  market in which  they are  traded
closes  and the time  when the  Fund's  net  asset  value  is  calculated,  such
securities   will  be  valued  at  fair  value  in  accordance  with  procedures
established by and under the general supervision of the Trustees.

PERFORMANCE DATA

         From time to time,  the Fund may quote  performance  in terms of actual
distributions, total return or capital appreciation in reports, sales literature
and  advertisements  published  by the Trust.  Shareholders  may obtain  current
performance  information  for the  different  series by  calling  JPMIM at (800)
531-5411 for Select Shares and at (800) 766-7722 for  Institutional  and Advisor
Shares.

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

         Total Return  Quotations.  The Fund may  advertise  "total  return" and
non-standardized total return data. The total return shows what an investment in
a Fund would have earned over a specified period of time (one, five or ten years
or since  commencement of operations,  if less) assuming that all  distributions
and dividends by the Fund were reinvested on the  reinvestment  dates during the
period and less all recurring fees.  This method of calculating  total return is
required by  regulations  of the SEC.  Total return data  similarly  calculated,
unless otherwise indicated, over the specified periods of time may also be used.
All performance figures are based on historical earnings and are not intended to
indicate future performance.

         As required by regulations  of the SEC, the annualized  total return of
the Fund for a period is computed by assuming a hypothetical  initial payment of
$1,000.  It is then assumed that all of the dividends and  distributions  by the
Fund over the period are  reinvested.  It is then assumed that at the end of the
period,  the entire  amount is  redeemed.  The  annualized  total return is then
calculated by  determining  the annual rate required for the initial  payment to
grow to the amount which would have been received upon redemption.

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

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

         Comparative  performance  information  may be used from time to time in
advertising the Fund's shares, including appropriate market indices or data from
Lipper  Analytical  Services,   Inc.,   Micropal,   Inc.,  Ibbotson  Associates,
Morningstar   Inc.,  the  Dow  Jones  Industrial   Average  and  other  industry
publications.

         From time to time,  the Fund may, in addition to any other  permissible
information,  include the  following  types of  information  in  advertisements,
supplemental  sales literature and reports to  shareholders:  (1) discussions of
general economic or financial principles (such as the effects of compounding and
the benefits of dollar-cost  averaging);  (2)  discussions  of general  economic
trends;  (3)  presentations of statistical data to supplement such  discussions;
(4)  descriptions of past or anticipated  portfolio  holdings for one or more of
the funds;  (5)  descriptions  of investment  strategies  for one or more of the
funds;  (6)  descriptions  or  comparisons  of various  savings  and  investment
products  (including,  but  not  limited  to,  qualified  retirement  plans  and
individual  stocks  and  bonds),  which may or may not  include  the  Fund;  (7)
comparisons of investment products (including the Fund) with relevant markets or
industry  indices  or other  appropriate  benchmarks;  (8)  discussions  of fund
rankings or ratings by recognized rating  organizations;  and (9) discussions of
various  statistical  methods  quantifying the Fund's volatility relative to its
benchmark or to past performance, including risk adjusted measures. The Fund may
also include  calculations,  such as hypothetical  compounding  examples,  which
describe   hypothetical   investment  results  in  such   communications.   Such
performance  examples will be based on an express set of assumptions and are not
indicative of the performance of the Fund.


PORTFOLIO TRANSACTIONS

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

     Portfolio  transactions  for the Fund  will be  undertaken  principally  to
accomplish  the Fund's  objectives.  The Fund may engage in  short-term  trading
consistent  with its  objective.  See  "Investment  Objectives  and  Policies --
Portfolio Turnover."

         In connection with portfolio transactions,  the overriding objective is
to obtain the best execution of purchase and sales orders.

         In  selecting  a broker,  the  Advisor  considers  a number of  factors
including:  the price per unit of the  security;  the broker's  reliability  for
prompt,  accurate  confirmations and on-time delivery of securities;  the firm's
financial condition;  as well as the commissions charged. A broker may be paid a
brokerage  commission in excess of that which another  broker might have charged
for effecting the same transaction if, after considering the foregoing  factors,
the Advisor decides that the broker chosen will provide the best execution.  The
Advisor monitors the  reasonableness of the brokerage  commissions paid in light
of the  execution  received.  The  Trustees of the Trust  review  regularly  the
reasonableness  of commissions and other  transaction costs incurred by the Fund
in light of facts and  circumstances  deemed relevant from time to time, and, in
that  connection,  will  receive  reports  from the Advisor and  published  data
concerning  transaction  costs incurred by  institutional  investors  generally.
Research  services  provided  by  brokers  to which the  Advisor  has  allocated
brokerage  business in the past  include  economic  statistics  and  forecasting
services,   industry  and  company  analyses,   portfolio   strategy   services,
quantitative data, and consulting  services from economists,  political analysts
and electronic  trading tools.  Research services  furnished by brokers are used
for the benefit of all the Advisor's  clients and not solely or necessarily  for
the  benefit  of the Fund.  The  Advisor  believes  that the  value of  research
services  received is not  determinable  and does not  significantly  reduce its
expenses.  The Fund does not  reduce its fee to the  Advisor by any amount  that
might be attributable to the value of such services.

         Subject to the overriding  objective of obtaining the best execution of
orders, the Advisor may allocate a portion of the Fund's brokerage  transactions
to affiliates of the Advisor.  Under the 1940 Act,  persons  affiliated with the
Fund and persons  who are  affiliated  with such  persons  are  prohibited  from
dealing with the Fund as principal in the purchase and sale of securities unless
a permissive order allowing such transactions is obtained from the SEC. However,
affiliated   persons  of  the  Fund  may  serve  as  its  broker  in  listed  or
over-the-counter  transactions conducted on an agency basis provided that, among
other  things,  the fee or  commission  received  by such  affiliated  broker is
reasonable and fair compared to the fee or commission received by non-affiliated
brokers in connection with comparable transactions. In addition, the Fund may no
purchase securities during the existence of any underwriting  syndicate for such
securities  of which the  Advisor  or an  affiliate  is a member or in a private
placement in which the Advisor or an affiliate  serves as placement agent except
pursuant to procedures adopted by the Board of Trustees of the Trust that either
comply with rules adopted by the SEC or with interpretations of the SEC's staff.

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

         If the Fund effects a closing  purchase  transaction with respect to an
option  written by it,  normally such  transaction  will be executed by the same
broker-dealer who executed the sale of the option. The writing of options by the
Fund  will be  subject  to  limitations  established  by  each of the  exchanges
governing the maximum  number of options in each class which may be written by a
single investor or group of investors  acting in concert,  regardless of whether
the  options  are  written  on the same or  different  exchanges  or are held or
written in one or more  accounts or through one or more  brokers.  The number of
options  which the Fund may write may be  affected  by  options  written  by the
Advisor  for  other  investment  advisory  clients.  An  exchange  may order the
liquidation  of  positions  found to be in  excess of these  limits,  and it may
impose certain other sanctions.

MASSACHUSETTS TRUST

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

         No  personal  liability  will  attach  to the  shareholders  under  any
undertaking  containing such provision when adequate notice of such provision is
given,  except  possibly in a few  jurisdictions.  With  respect to all types of
claims in the latter jurisdictions,  (i) tort claims, (ii) contract claims where
the  provision  referred to is omitted  from the  undertaking,  (iii) claims for
taxes,  and  (iv)  certain  statutory  liabilities  in  other  jurisdictions,  a
shareholder  may be held  personally  liable to the extent  that  claims are not
satisfied by the Fund. However, upon payment of such liability,  the shareholder
will be  entitled to  reimbursement  from the  general  assets of the Fund.  The
Trustees  intend to conduct the  operations  of the Trust in such a way so as to
avoid,  as  far  as  possible,   ultimate  liability  of  the  shareholders  for
liabilities of the Funds.


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

DESCRIPTION OF SHARES

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

         The  Declaration  of Trust  permits the  Trustees to issue an unlimited
number of full and  fractional  shares  ($0.001 par value) of one or more series
and classes  within any series and to divide or combine the shares of any series
without changing the  proportionate  beneficial  interest of each shareholder in
the Fund.  The Fund is authorized to issue Select Shares,  Institutional  Shares
and Advisor Shares.

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

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

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

         For  information  relating to  mandatory  redemption  of Fund shares or
their  redemption  at the option of the Trust under certain  circumstances,  see
"Redemption of Shares."

TAXES

         The following  discussion of tax  consequences is based on U.S. federal
tax laws in  effect on the date of this  Statement  of  Additional  Information.
These  laws  and   regulations   are  subject  to  change  by   legislative   or
administrative action, possibly on a retroactive basis.

         The Fund  intends to qualify as a regulated  investment  company  under
Subchapter  M of the Code.  As a regulated  investment  company,  the Fund must,
among other things,  (a) derive at least 90% of its gross income from dividends,
interest, payments with respect to loans of stock and securities, gains from the
sale or other  disposition  of stock,  securities or foreign  currency and other
income  (including but not limited to gains from options,  futures,  and forward
contracts)  derived  with  respect to its  business of  investing in such stock,
securities or foreign  currency;  and (b) diversify its holdings so that, at the
end of each  quarter of its taxable  year,  (i) at least 50% of the value of the
Fund's  total  assets  is  represented  by cash,  cash  items,  U.S.  Government
securities,  securities  of other  regulated  investment  companies,  and  other
securities  limited, in respect of any one issuer, to an amount not greater than
5% of the Fund's total assets,  and 10% of the outstanding  voting securities of
such  issuer,  and (ii) not more than 25% of the  value of its  total  assets is
invested  in the  securities  of any one  issuer  (other  than  U.S.  Government
securities or securities of other regulated investment companies).

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

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

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

         Distributions of net investment income, certain foreign currency gains,
and realized net short-term capital gain in excess of net long-term capital loss
(other than exempt interest  dividends) are generally taxable to shareholders of
the Fund as ordinary  income  whether  such  distributions  are taken in cash or
reinvested  in  additional  shares.  The Fund  expects  that a portion  of these
distributions   to   corporate   shareholders   will   be   eligible   for   the
dividends-received  deduction, subject to applicable limitations under the Code.
If dividend  payments  exceed income earned by the Fund,  the over  distribution
would be considered a return of capital rather than a dividend payment. The Fund
intends to pay dividends in such a manner so as to minimize the possibility of a
return of capital.  Distributions  of net  long-term  capital  gain  (i.e.,  net
long-term capital gain in excess of net short-term  capital loss) are taxable to
shareholders of the Fund as long-term  capital gain,  regardless of whether such
distributions  are  taken  in  cash  or  reinvested  in  additional  shares  and
regardless  of how long a  shareholder  has held shares in the Fund. In general,
long-term  capital gain of an  individual  shareholder  will be subject to a 20%
rate of tax.

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

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

         Any gain or loss realized on the  redemption or exchange of Fund shares
by a shareholder  who is not a dealer in securities will be treated as long-term
capital  gain or loss if the shares  have been held for more than one year,  and
otherwise  as  short-term  capital  gain or loss.  Long-term  capital gain of an
individual  holder is subject to a maximum  tax rate of 20%.  However,  any loss
realized by a shareholder  upon the redemption or exchange of shares in the Fund
held for six months or less will be treated as a long-term  capital  loss to the
extent of any long-term capital gain  distributions  received by the shareholder
with  respect  to such  shares.  In  addition,  no loss will be  allowed  on the
redemption  or exchange of shares of the Fund,  if within a period  beginning 30
days before the date of such  redemption  or  exchange  and ending 30 days after
such date,  the  shareholder  acquires (such as through  dividend  reinvestment)
securities that are substantially identical to shares of the Fund. Investors are
urged  to  consult  their  tax  advisors   concerning  the  limitations  on  the
deductibility of capital losses.

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

         Forward currency contracts,  options and futures contracts entered into
by the Fund may create "straddles" for U.S. federal income tax purposes and this
may affect the character and timing of gains or losses realized by the Portfolio
on  forward  currency  contracts,  options  and  futures  contracts  or  on  the
underlying securities.

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

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

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

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

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

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

         Foreign  Taxes.  It is expected that the Fund may be subject to foreign
withholding  taxes or other  foreign  taxes  with  respect  to income  (possibly
including,  in some cases,  capital gains)  received from sources within foreign
countries.  So long as more than 50% in value of the total assets of the Fund at
the  close of any  taxable  year  consists  of stock or  securities  of  foreign
corporations,  the Fund may elect to treat any foreign  income taxes deemed paid
by it as paid directly by its shareholders.  The Fund will make such an election
only if it deems it to be in the best  interest  of its  shareholders.  The Fund
will notify its  shareholders  in writing each year if it makes the election and
of the  amount of foreign  income  taxes,  if any,  to be treated as paid by the
shareholders and the amount of foreign taxes, if any, for which  shareholders of
the Fund will not be eligible to claim a foreign tax credit  because the holding
period requirements (described below) have not been satisfied. If the Fund makes
the  election,  each  shareholder  will be required to include in his income (in
addition to the dividends and distributions he receives) his proportionate share
of the  amount  of  foreign  income  taxes  deemed  paid by the Fund and will be
entitled to claim either a credit (subject to the limitations  discussed  below)
or, if he itemizes  deductions,  a deduction for his share of the foreign income
taxes in computing federal income tax liability. (No deduction will be permitted
in computing an individual's alternative minimum tax liability.) Shareholders of
the Fund will not be  eligible  to claim a foreign  tax credit  with  respect to
taxes  paid by the  Fund  (notwithstanding  that the Fund  elects  to treat  the
foreign  taxes deemed paid by it as paid  directly by its  shareholders)  unless
certain holding period  requirements are met. A shareholder who is a nonresident
alien individual or a foreign corporation may be subject to U.S. withholding tax
on the income resulting from the election  described in this paragraph,  but may
not be able to claim a credit or deduction against such U.S. tax for the foreign
taxes treated as having been paid by such shareholder.  A tax-exempt shareholder
will not  ordinarily  benefit  from this  election.  Shareholders  who choose to
utilize a credit  (rather than a deduction) for foreign taxes will be subject to
the  limitation  that the  credit  may not exceed  the  shareholder's  U.S.  tax
(determined  without regard to the  availability of the credit)  attributable to
his or her total foreign source taxable income. For this purpose, the portion of
dividends  and  distributions  paid by the Fund  from  its  foreign  source  net
investment income will be treated as foreign source income. The Fund's gains and
losses from the sale of securities as well as certain foreign currency gains and
losses will generally be treated as derived from U.S. sources. The limitation on
the foreign tax credit is applied separately to foreign source "passive income,"
such as the  portion of  dividends  received  from the Fund which  qualifies  as
foreign source income. In addition,  the foreign tax credit is allowed to offset
only 90% of the alternative minimum tax imposed on corporations and individuals.
Because  of  these  limitations,  if the  election  is  made,  shareholders  may
nevertheless  be  unable  to  claim  a  credit  for the  full  amount  of  their
proportionate  shares of the foreign  income taxes paid by the Fund.  Individual
shareholders of the Fund with $300 or less of creditable  foreign taxes ($600 in
the case of an  individual  shareholder  filing  jointly) may elect to be exempt
from the foreign tax credit limitation rules described above (other than the 90%
limitation  applicable for purposes of the  alternative  minimum tax),  provided
that all of such  individual  shareholder's  foreign source income is "qualified
passive income" (which generally includes interest,  dividends, rents, royalties
and certain other types of income) and further provided that all of such foreign
source  income  is  shown  on one or  more  payee  statements  furnished  to the
shareholder.  Shareholders  making this  election will not be permitted to carry
over any excess  foreign  taxes to or from a tax year to which such an  election
applies.

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

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

ADDITIONAL INFORMATION

         Telephone  calls to the Fund,  Morgan or a  financial  professional  as
shareholder servicing agent may be tape recorded. With respect to the securities
offered hereby, this Statement of Additional Information and the Prospectuses do
not contain all the information included in the Trust's  Registration  Statement
filed with the SEC under the 1933 Act and the  Trust's  Registration  Statements
filed  under the 1940 Act.  Pursuant  to the rules and  regulations  of the SEC,
certain portions have been omitted.  The Registration  Statements  including the
exhibits filed  therewith may be examined at the office of the SEC in Washington
D.C.

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

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






<PAGE>


                                       A-3

APPENDIX A
Description of Securities Ratings


STANDARD & POOR'S

Corporate and Municipal Bonds

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

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

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

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

BB - Debt  rated BB are  regarded  as having  less  near-term  vulnerability  to
default  than  other  speculative  issues.  However,  they  face  major  ongoing
uncertainties or exposure to adverse business,  financial or economic conditions
which could lead to  inadequate  capacity to meet timely  interest and principal
payments.

B - An obligation  rated B is more  vulnerable to  nonpayment  than  obligations
rated BB, but the  obligor  currently  has the  capacity  to meet its  financial
commitment  on  the  obligation.   Adverse  business,   financial,  or  economic
conditions will likely impair the obligor's  capacity or willingness to meet its
financial commitment on the obligation.

Commercial Paper

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

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

MOODY'S

Corporate and Municipal Bonds

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


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

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

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

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

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

Commercial Paper

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

     - Leading market positions in well established industries.  - High rates of
return on funds employed. - Conservative capitalization structures with moderate
reliance  on debt and  ample  asset  protection.  - Broad  margins  in  earnings
coverage of fixed financial  charges and high internal cash  generation.  - Well
established  access to a range of  financial  markets  and  assured  sources  of
alternate liquidity.





J.P. MORGAN SERIES TRUST





                       J.P. MORGAN GLOBAL HEALTHCARE FUND

                                  SELECT SHARES
                              INSTITUTIONAL SHARES
                                 ADVISOR SHARES



                       STATEMENT OF ADDITIONAL INFORMATION




                                SEPTEMBER 1, 2000







THIS  STATEMENT OF  ADDITIONAL  INFORMATION  IS NOT A  PROSPECTUS,  BUT CONTAINS
ADDITIONAL INFORMATION WHICH SHOULD BE READ IN CONJUNCTION WITH THE PROSPECTUSES
DATED  SEPTEMBER  1, 2000 FOR THE  RELEVANT  CLASS OF SHARES FOR THE FUND LISTED
ABOVE,  AS  SUPPLEMENTED  FROM TIME TO TIME.  THE  PROSPECTUSES  ARE  AVAILABLE,
WITHOUT  CHARGE,  UPON REQUEST FROM FUNDS  DISTRIBUTOR,  INC.,  ATTENTION:  J.P.
MORGAN SERIES TRUST (800) 221-7930.



<PAGE>



                                      -ii-

                                Table of Contents
<TABLE>
<CAPTION>
<S>                                                                        <C>    <C>    <C>    <C>    <C>    <C>


                                                                          Page

General....................................................................1
Investment Objective and Policies..........................................1
Investment Restrictions...................................................20
Trustees and Members of the Advisory Board................................22
Officers..................................................................25
Codes of Ethics...........................................................27
Investment Advisor........................................................27
Distributor...............................................................28
Co-Administrator..........................................................29
Services Agent............................................................30
Custodian and Transfer Agent..............................................30
Shareholder Servicing.....................................................30
Service Organizations - Advisor Shares....................................31
Distribution Plan - Advisor Shares........................................32
Financial Professionals - Select and Institutional Shares.................33
Independent Accountants...................................................34
Expenses..................................................................34
Purchase of Shares........................................................34
Redemption of Shares......................................................35
Exchange of Shares........................................................36
Dividends and Distributions...............................................36
Net Asset Value...........................................................37
Performance Data..........................................................38
Portfolio Transactions....................................................39
Massachusetts Trust.......................................................41
Description of Shares.....................................................42
Taxes.....................................................................42
Additional Information....................................................47
Appendix A -- Description of Securities Ratings...........................A-1

</TABLE>


<PAGE>


                                                         2


                                                         1

GENERAL

         J.P.  Morgan  Global  Healthcare  Fund (the "Fund") is a series of J.P.
Morgan Series Trust, an open-end  management  investment  company organized as a
Massachusetts  business  trust (the  "Trust").  The  Trustees  of the Trust have
authorized  the issuance and sale of shares of three classes of the Fund (Select
Shares,  Institutional  Shares  and  Advisor  Shares).  As of the  date  of this
Statement of Additional Information, the Fund has not commenced operations.

         This  Statement of  Additional  Information  describes  the  investment
objective  and  policies,  management  and  operation  of the Fund and  provides
additional  information  with  respect  to  the  Fund  and  should  be  read  in
conjunction  with the  Fund's  current  Prospectus  (the  "Prospectus")  for the
relevant  class of  shares.  Capitalized  terms not  otherwise  defined  in this
Statement of Additional  Information  have the meanings  assigned to them in the
Prospectus.  The Trust's executive offices are located at 60 State Street, Suite
1300, Boston, Massachusetts 02109.

     The Fund is advised by J.P. Morgan  Investment  Management Inc. ("JPMIM" or
the "Advisor").

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

INVESTMENT OBJECTIVE AND POLICIES

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

         The Fund is designed for investors with a long term investment  horizon
who want to  diversify  their  investment  portfolio by investing in an actively
managed portfolio of equity  securities in the healthcare sector worldwide.  The
Fund's investment objective is to provide high total return.

         The  Fund  seeks to  achieve  its  investment  objective  by  investing
primarily in stocks and other equity  securities  of U.S. and foreign  companies
principally  conducting  business in the healthcare  sector.  Equity  securities
consist of common stocks and other securities with equity  characteristics  such
as  preferred  stocks,  depositary  receipts,   warrants,   rights,  convertible
securities,  trust or limited  partnership  interests and equity  participations
(collectively,  "Equity  Securities").  Under  normal  circumstances,  the  Fund
expects to invest at least 65% of its total assets in such securities.

Investment Process

         Stock selection:  JPMIM's has approximately 7 career analysts dedicated
to the healthcare sector forecast  normalized  earnings and dividend payouts for
roughly 90  companies  -- taking a long-term  perspective  rather than the short
time frame common to consensus  estimates.  These  forecasts are converted  into
comparable  expected returns by a dividend discount model and then companies are
ranked from most to least attractive.  A diversified portfolio is constructed by
selecting  those companies  which JPMIM's  analysts  believe have an exceptional
return potential relative to other companies.  The portfolio manager's objective
is to select from these  stocks the ones with the  greatest  potential  for high
total  return.  These  selections  are not  constrained  by  country  or  sector
weightings,  although under normal conditions the Fund will invest in securities
of at least three  countries,  including  the United  States.  Where  available,
warrants and convertible  securities may be purchased instead of common stock if
they are deemed a more attractive means of investing in a company.

         Currency management: The Advisor actively manages the currency exposure
of the Fund's investments with the goal of protecting and possibly enhancing the
Fund's total return.  JPMIM's currency  decisions are supported by a proprietary
tactical model which forecasts  currency  movements based on an analysis of four
fundamental  factors -- trade balance  trends,  purchasing  power  parity,  real
short-term  interest  differentials  and real bond  yields  -- plus a  technical
factor designed to improve the timing of  transactions.  Combining the output of
this  model with a  subjective  assessment  of  economic,  political  and market
factors,  JPMIM's currency  specialists  recommend currency  strategies that are
implemented in conjunction with the Fund's investment strategy.

Equity Investments

         The Equity  Securities in which the Fund invests  includes those listed
on any domestic or foreign securities exchange or traded in the over-the-counter
(OTC) market as well as certain restricted or unlisted securities.

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

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

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

Common Stock Warrants

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

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

Foreign Investments

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

         Generally,   investment  in  securities  of  foreign  issuers  involves
somewhat  different  investment  risks from those  affecting  securities of U.S.
domestic  issuers.  There may be limited  publicly  available  information  with
respect to foreign  issuers,  and foreign  issuers are not generally  subject to
uniform accounting, auditing and financial standards and requirements comparable
to those  applicable  to domestic  companies.  Dividends  and  interest  paid by
foreign  issuers may be subject to withholding and other foreign taxes which may
decrease  the net return on foreign  investments  as compared to  dividends  and
interest paid to the Fund by domestic companies.

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

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

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

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

         Although the Fund intends to invest primarily in companies in developed
countries,  it may invest from time to time in countries with emerging economies
or  securities  markets.  Political  and  economic  structures  in  many of such
countries may be undergoing  significant  evolution and rapid  development,  and
such   countries  may  lack  the  social,   political  and  economic   stability
characteristic of more developed  countries.  Certain of such countries may have
in the past  failed  to  recognize  private  property  rights  and have at times
nationalized or expropriated the assets of private  companies.  As a result, the
risks described above,  including the risks of  nationalization or expropriation
of assets,  may be heightened.  In addition,  unanticipated  political or social
developments may affect the values of the Fund's  investments in those countries
and the availability to such Fund of additional  investments in those countries.
The small size and  inexperience  of the  securities  markets in certain of such
countries and the limited volume of trading in securities in those countries may
make the Fund's  investments in such  countries  illiquid and more volatile than
investments  in more  developed  countries,  and the  Fund  may be  required  to
establish  special  custodial  or  other  arrangements   before  making  certain
investments  in those  countries.  There may be little  financial or  accounting
information  available  with  respect  to  issuers  located  in  certain of such
countries,  and it may be difficult as a result to assess the value or prospects
of an investment in such issuers.

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

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

         The Fund may enter into foreign currency forward exchange  contracts in
connection with  settlements of securities  transactions  and other  anticipated
payments or receipts. In addition, from time to time, the Advisor may reduce the
Fund's  foreign  currency  exposure by entering  into forward  foreign  currency
exchange  contracts to sell a foreign  currency in exchange for the U.S. dollar.
Forward foreign currency exchange  contracts may involve the purchase or sale of
a foreign  currency  in  exchange  for U.S.  dollars or may  involve two foreign
currencies.

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

Money Market Instruments

         Although the Fund intends, under normal circumstances and to the extent
practicable,  to be fully invested in Equity Securities,  the Fund may invest in
money  market  instruments  to  invest  temporary  cash  balances,  to  maintain
liquidity  to  meet  redemptions  or  as  a  defensive  measure  during,  or  in
anticipation of, adverse market  conditions.  A description of the various types
of money market  instruments  that may be  purchased by the Fund appears  below.
Also see "Quality and Diversification Requirements."

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

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

     Foreign  Government  Obligations.  The Fund may also  invest in  short-term
obligations   of   foreign   sovereign   governments   or  of  their   agencies,
instrumentalities,  authorities or political subdivisions.  These securities may
be  denominated  in  the  U.S.  dollar  or in  another  currency.  See  "Foreign
Investments."

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

         Commercial  Paper. The Fund may invest in commercial  paper,  including
master  demand  obligations.  Master demand  obligations  are  obligations  that
provide for a periodic  adjustment  in the  interest  rate paid and permit daily
changes in the amount  borrowed.  Master  demand  obligations  are  governed  by
agreements  between the issuer and JPMIM acting as agent, for no additional fee,
in its capacity as  investment  advisor to the Fund and as  fiduciary  for other
clients for whom it exercises  investment  discretion.  The monies loaned to the
borrower come from accounts managed by the Advisor or its affiliates pursuant to
arrangements with such accounts. Interest and principal payments are credited to
such accounts. The Advisor,  acting as a fiduciary on behalf of its clients, has
the right to increase or decrease the amount  provided to the borrower  under an
obligation. The borrower has the right to pay without penalty all or any part of
the principal amount then outstanding on an obligation together with interest to
the date of payment. Since these obligations typically provide that the interest
rate is tied to the Federal Reserve commercial paper composite rate, the rate on
master  demand  obligations  is subject to change.  Repayment of a master demand
obligation to  participating  accounts depends on the ability of the borrower to
pay the accrued  interest  and  principal of the  obligation  on demand which is
continuously monitored by the Advisor. Since master demand obligations typically
are not rated by credit  rating  agencies,  the Fund may invest in such  unrated
obligations only if at the time of an investment the obligation is determined by
the  Advisor  to have a  credit  quality  which  satisfies  the  Fund's  quality
restrictions.  See "Quality and Diversification Requirements." Although there is
no  secondary  market  for  master  demand  obligations,  such  obligations  are
considered  by the Fund to be liquid  because they are payable upon demand.  The
Fund does not have any specific  percentage  limitation on investments in master
demand obligations. It is possible that the issuer of a master demand obligation
could be a client of Morgan  Guaranty Trust Company of New York  ("Morgan"),  an
affiliate of the Advisor,  to whom Morgan, in its capacity as a commercial bank,
has made a loan.

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

         The Fund may make  investments in other debt  securities with remaining
effective  maturities  of not  more  than  thirteen  months,  including  without
limitation  corporate  and  foreign  bonds,  asset-backed  securities  and other
obligations described in this Statement of Additional Information.

Corporate Bonds and Other Debt Securities

         The Fund may,  although it has no current intention to do so, invest in
bonds and other debt securities of domestic and foreign issuers when the Advisor
believes that such  securities  offer a more  attractive  return  potential than
Equity  Securities.  A  description  of these  investments  appears  below.  See
"Quality  and  Diversification  Requirements."  For  information  on  short-term
investments in these securities, see "Money Market Instruments."

         Corporate Fixed Income Securities.  The Fund may invest in publicly and
privately  issued high grade,  investment  grade and below investment grade debt
obligations  of  U.S.  and  non-U.S.  corporations,   including  obligations  of
industrial,  utility,  banking and other  financial  issuers.  The Fund will not
invest in debt  securities  rated below B by Moody's or  Standard & Poor's.  See
Appendix A for a description of securities ratings. These securities are subject
to the risk of an issuer's  inability to meet principal and interest payments on
the obligation  and may also be subject to price  volatility due to such factors
as market  interest  rates,  market  perception of the  creditworthiness  of the
issuer and general market liquidity.

         The  Fund  may  purchase   privately   issued  corporate  fixed  income
securities  pursuant to Rule 144A of the Securities Act of 1933 ("Rule 144A") or
pursuant to a directly negotiated agreement between the investors, including the
Fund, and the corporate issuer. At times, the Fund may be the only investor in a
privately  issued  fixed  income  security,  or one of only a few  institutional
investors. In this circumstance, there may be restrictions on the Fund's ability
to  resell  the  privately   issued  fixed  income  security  that  result  from
contractual  limitations in the offering agreement and a limited trading market.
The  Advisor  will  monitor the  liquidity  of  privately  issued  fixed  income
securities  in  accordance  with  guidelines  established  by  the  Advisor  and
monitored by the Trustees. See "Illiquid Investments; Privately Placed and Other
Unregistered Securities."

         Mortgage-Backed  Securities.  The Fund may  invest  in  mortgage-backed
securities. Each mortgage pool underlying mortgage-backed securities consists of
mortgage loans evidenced by promissory notes secured by first mortgages or first
deeds of trust or other similar  security  instruments  creating a first lien on
owner  occupied  and  non-owner  occupied  one-unit  to  four-unit   residential
properties, multifamily (i.e., five or more) properties, agriculture properties,
commercial properties and mixed use properties.  The investment  characteristics
of adjustable  and fixed rate  mortgage-backed  securities  differ from those of
traditional fixed income securities.  The major differences  include the payment
of interest  and  principal on  mortgage-backed  securities  on a more  frequent
(usually  monthly) schedule and the possibility that principal may be prepaid at
any time due to prepayments  on the  underlying  mortgage loans or other assets.
These differences can result in significantly greater price and yield volatility
than is the case with traditional fixed income securities. As a result, a faster
than expected prepayment rate will reduce both the market value and the yield to
maturity  from those which were  anticipated.  A prepayment  rate that is slower
than expected will have the opposite effect of increasing  yield to maturity and
market value.

         Government Guaranteed Mortgage-Backed  Securities.  Government National
Mortgage Association mortgage-backed  certificates ("Ginnie Maes") are supported
by the full faith and credit of the United States. Certain other U.S. Government
securities,  issued or  guaranteed by federal  agencies or government  sponsored
enterprises,  are not  supported  by the full  faith and  credit  of the  United
States,  but may be supported by the right of the issuer to borrow from the U.S.
Treasury.  These securities include obligations of instrumentalities such as the
Federal Home Loan Mortgage Corporation ("Freddie Macs") and the Federal National
Mortgage  Association  ("Fannie Maes").  No assurance can be given that the U.S.
Government   will  provide   financial   support  to  these  federal   agencies,
authorities,  instrumentalities  and  government  sponsored  enterprises  in the
future.

         There  are  several  types  of  guaranteed  mortgage-backed  securities
currently available, including guaranteed mortgage pass-through certificates and
multiple  class  securities,  which  include  guaranteed  real  estate  mortgage
investment conduit  certificates  ("REMIC  Certificates"),  other collateralized
mortgage obligations ("CMOs") and stripped mortgage-backed securities.

         Mortgage   pass-through   securities  are  fixed  or  adjustable   rate
mortgage-backed  securities  which  provide  for  monthly  payments  that  are a
"pass-through"  of the monthly  interest and principal  payments  (including any
prepayments) made by the individual  borrowers on the pooled mortgage loans, net
of any  fees or  other  amounts  paid  to any  guarantor,  administrator  and/or
servicer of the underlying mortgage loans.

         Multiple class securities include CMOs and REMIC Certificates issued by
U.S. Government agencies,  instrumentalities  (such as Fannie Mae) and sponsored
enterprises (such as Freddie Mac) or by trusts formed by private originators of,
or  investors  in,  mortgage  loans,  including  savings and loan  associations,
mortgage bankers,  commercial banks,  insurance companies,  investment banks and
special  purpose  subsidiaries  of the  foregoing.  In  general,  CMOs  are debt
obligations  of a legal entity that are  collateralized  by, and multiple  class
mortgage-backed  securities  represent direct ownership  interests in, a pool of
mortgage loans or mortgaged-backed  securities and payments on which are used to
make payments on the CMOs or multiple class mortgage-backed securities.

         CMOs and guaranteed REMIC Certificates issued by Fannie Mae and Freddie
Mac are  types of  multiple  class  mortgage-backed  securities.  Investors  may
purchase beneficial  interests in REMICS, which are known as "regular" interests
or "residual" interests.  The Funds do not intend to purchase residual interests
in REMICS. The REMIC Certificates  represent beneficial ownership interests in a
REMIC trust,  generally  consisting of mortgage loans or Fannie Mae, Freddie Mac
or Ginnie Mae guaranteed mortgage-backed securities (the "Mortgage Assets"). The
obligations of Fannie Mae and Freddie Mac under their respective guaranty of the
REMIC  Certificates  are  obligations  solely of  Fannie  Mae and  Freddie  Mac,
respectively.

         CMOs and REMIC Certificates are issued in multiple classes.  Each class
of CMOs or REMIC Certificates,  often referred to as a "tranche," is issued at a
specific  adjustable  or fixed  interest rate and must be fully retired no later
than its final distribution date. Principal prepayments on the assets underlying
the CMOs or REMIC  Certificates  may cause some or all of the classes of CMOs or
REMIC  Certificates  to  be  retired  substantially  earlier  than  their  final
scheduled  distribution  dates.  Generally,  interest  is paid or accrues on all
classes of CMOs or REMIC Certificates on a monthly basis.

         Stripped   Mortgage-Backed    Securities.    Stripped   mortgage-backed
securities  ("SMBS") are derivative  multiclass mortgage  securities,  issued or
guaranteed  by the U.S.  Government,  its  agencies or  instrumentalities  or by
private issuers. Although the market for such securities is increasingly liquid,
privately  issued  SMBS may not be  readily  marketable  and will be  considered
illiquid  securities.  The  Advisor  may  determine  that  SMBS  which  are U.S.
Government  securities  are liquid for  purposes  of the  Fund's  limitation  on
investment in illiquid securities,  in accordance with procedures adopted by the
Board  of  Trustees.  The  market  value of the  class  consisting  entirely  of
principal  payments  generally is  unusually  volatile in response to changes in
interest  rates.  The yields on a class of SMBS that receives all or most of the
interest from Mortgage Assets are generally higher than prevailing market yields
on other  mortgage-backed  securities  because their cash flow patterns are more
volatile  and there is a greater  risk that the initial  investment  will not be
fully recouped.

         Zero Coupon,  Pay-in-Kind and Deferred Payment Securities.  Zero coupon
securities are securities  that are sold at a discount to par value and on which
interest  payments are not made during the life of the security.  Upon maturity,
the holder is  entitled to receive  the par value of the  security.  Pay-in-kind
securities are securities  that have interest  payable by delivery of additional
securities.  Upon maturity,  the holder is entitled to receive the aggregate par
value of the securities. The Fund accrues income with respect to zero coupon and
pay-in-kind  securities prior to the receipt of cash payments.  Deferred payment
securities  are  securities   that  remain  zero  coupon   securities   until  a
predetermined  date, at which time the stated coupon rate becomes  effective and
interest becomes payable at regular  intervals.  While interest payments are not
made on such securities,  holders of such securities are deemed to have received
"phantom  income."  Because  the  Fund  will  distribute   "phantom  income"  to
shareholders, to the extent that shareholders elect to receive dividends in cash
rather than reinvesting such dividends in additional  shares, the Fund will have
fewer assets with which to purchase income  producing  securities.  Zero coupon,
pay-in-kind  and  deferred   payment   securities  may  be  subject  to  greater
fluctuation  in value  and  lesser  liquidity  in the  event of  adverse  market
conditions  than  comparably  rated  securities  paying cash interest at regular
interest payment periods.

         Asset-Backed Securities. Asset-backed securities directly or indirectly
represent a  participation  interest  in, or are secured by and payable  from, a
stream of payments  generated  by  particular  assets  such as motor  vehicle or
credit card receivables or other asset-backed securities  collateralized by such
assets.  Payments of  principal  and interest  may be  guaranteed  up to certain
amounts  and for a  certain  time  period  by a letter  of  credit  issued  by a
financial institution unaffiliated with the entities issuing the securities. The
asset-backed  securities  in which the Fund may invest are subject to the Fund's
overall credit requirements.  However,  asset-backed securities, in general, are
subject to certain risks.  Most of these risks are related to limited  interests
in  applicable  collateral.  For  example,  credit  card  debt  receivables  are
generally  unsecured and the debtors are entitled to the  protection of a number
of state and federal  consumer  credit laws, many of which give such debtors the
right to set off  certain  amounts  on credit  card debt  thereby  reducing  the
balance  due.  Additionally,  if the letter of credit is  exhausted,  holders of
asset-backed  securities may also experience delays in payments or losses if the
full  amounts  due on  underlying  sales  contracts  are not  realized.  Because
asset-backed  securities  are  relatively  new, the market  experience  in these
securities is limited and the market's ability to sustain  liquidity through all
phases of the market cycle has not been tested.

Additional Investments

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

         Investment Company Securities. Securities of other investment companies
may be  acquired by the Fund to the extent  permitted  under the 1940 Act or any
order  pursuant  thereto.  These limits  currently  require  that, as determined
immediately  after a purchase is made,  (i) not more than 5% of the value of the
Fund's total  assets will be invested in the  securities  of any one  investment
company,  (ii)  not more  than 10% of the  value  of its  total  assets  will be
invested in the aggregate in securities of investment  companies as a group, and
(iii) not more than 3% of the  outstanding  voting  stock of any one  investment
company will be owned by the Fund,  provided  however,  that the Fund may invest
all of its investable assets in an open-end investment company that has the same
investment  objective  as the  Fund.  As a  shareholder  of  another  investment
company,  the Fund  would  bear,  along with  other  shareholders,  its pro rata
portion of the other investment  company's  expenses,  including  advisory fees.
These  expenses would be in addition to the advisory and other expenses that the
Fund bears directly in connection with its own operations.

         The Securities and Exchange Commission ("SEC") has granted the Trust an
exemptive order permitting the Fund to invest the Fund's  uninvested cash in any
of the following  affiliated money market funds: J.P. Morgan Institutional Prime
Money Market Fund, J.P. Morgan  Institutional Tax Exempt Money Market Fund, J.P.
Morgan  Institutional  Federal Money Market Fund and J.P.  Morgan  Institutional
Treasury  Money Market Fund.  The order sets the following  conditions:  (1) the
Fund may  invest in one or more of the  permitted  money  market  funds up to an
aggregate  limit of 25% of its  assets;  and (2) the Advisor  will waive  and/or
reimburse  its advisory fee from the Fund in an amount  sufficient to offset any
doubling up of investment advisory and shareholder servicing fees.
         Reverse  Repurchase  Agreements.   The  Fund  may  enter  into  reverse
repurchase  agreements.  In a reverse  repurchase  agreement,  the Fund  sells a
security and agrees to repurchase  the same  security at a mutually  agreed upon
date and  price  reflecting  the  interest  rate  effective  for the term of the
agreement.  For purposes of the 1940 Act a reverse repurchase  agreement is also
considered  as the  borrowing  of money by the Fund  and,  therefore,  a form of
leverage.  Leverage may cause any gains or losses for the Fund to be  magnified.
The Fund will  invest  the  proceeds  of  borrowings  under  reverse  repurchase
agreements. In addition, except for liquidity purposes, the Fund will enter into
a reverse repurchase agreement only when the expected return from the investment
of the  proceeds is greater than the expense of the  transaction.  The Fund will
not invest the  proceeds of a reverse  repurchase  agreement  for a period which
exceeds  the  duration  of the  reverse  repurchase  agreement.  The  Fund  will
establish and maintain  with the custodian a separate  account with a segregated
portfolio of securities in an amount at least equal to its purchase  obligations
under its  reverse  repurchase  agreements.  All forms of  borrowing  (including
reverse repurchase agreements, securities lending and mortgage dollar rolls) are
limited in the aggregate and may not exceed 33-1/3% of the Fund's total assets.
         Loans of Securities. The Fund may lend its securities if such loans are
secured  continuously by cash or equivalent  collateral or by a letter of credit
in favor of the Fund at least equal at all times to 100% of the market  value of
the securities loaned, plus accrued interest. While such securities are on loan,
the  borrower  will pay the Fund any  income  accruing  thereon.  Loans  will be
subject to  termination  by the Fund in the normal  settlement  time,  generally
three  business  days after  notice,  or by the  borrower  on one day's  notice.
Borrowed  securities  must be returned when the loan is terminated.  Any gain or
loss in the market price of the borrowed securities which occurs during the term
of the loan inures to the Fund and its  respective  investors.  The Fund may pay
reasonable  finders' and custodial fees in connection  with a loan. In addition,
the  Fund   will   consider   all  facts  and   circumstances,   including   the
creditworthiness of the borrowing financial  institution,  and the Fund will not
make any loans in excess of one year.  The Fund will not lend  securities to any
officer,  Trustee,  Member of the Advisory  Board,  Director,  employee or other
affiliate  of the Fund or the  Trust,  the  Advisor or the  Distributor,  unless
otherwise permitted by applicable law. All forms of borrowing (including reverse
repurchase agreement,  securities lending and mortgage dollar rolls) are limited
in the aggregate and must not exceed 33-1/3% of the fund's total assets.

         Privately Placed and Certain Unregistered Securities.  The Fund may not
acquire any  illiquid  holdings  if, as a result  thereof,  more than 15% of the
Fund's  net  assets   would  be  in  illiquid   investments.   Subject  to  this
non-fundamental  policy  limitation,  the Fund may acquire  investments that are
illiquid or have limited  liquidity,  such as private  placements or investments
that are not registered under the 1933 Act and cannot be offered for public sale
in the United  States  without  first  being  registered  under the 1933 Act. An
illiquid  investment is any  investment  that cannot be disposed of within seven
days in the normal course of business at approximately the amount at which it is
valued by the Fund.  The price the Fund pays for  illiquid  holdings or receives
upon  resale may be lower than the price paid or received  for similar  holdings
with a more liquid  market.  Accordingly,  the valuation of these  holdings will
reflect any limitations on their liquidity.

         The Fund may also purchase Rule 144A securities  sold to  institutional
investors  without  registration  under the 1933 Act.  These  securities  may be
determined to be liquid in accordance with guidelines established by the Advisor
and  approved  by  the  Trustees.   The  Trustees  will  monitor  the  Advisor's
implementation of these guidelines on a periodic basis.

         As to illiquid  investments,  the Fund is subject to a risk that should
the Fund decide to sell them when a ready buyer is not  available at a price the
Fund deems  representative  of their  value,  the value of the Fund's net assets
could be adversely affected. Where an illiquid security must be registered under
the 1933 Act before it may be sold, the Fund may be obligated to pay all or part
of the registration  expenses,  and a considerable period may elapse between the
time of the  decision to sell and the time the Fund may be  permitted  to sell a
holding  under an effective  registration  statement.  If, during such a period,
adverse  market  conditions  were to  develop,  the  Fund  might  obtain  a less
favorable price than prevailed when it decided to sell.

Quality and Diversification Requirements

         The Fund is registered as a  non-diversified  investment  company which
means  that the Fund is not  limited  by the 1940 Act in the  proportion  of its
assets that may be invested in the  obligations  of a single  issuer.  Thus, the
Fund may  invest a  greater  proportion  of its  assets in the  securities  of a
smaller number of issuers and, as a result,  may be subject to greater risk with
respect to its portfolio  securities.  The Fund,  however,  will comply with the
diversification  requirements  imposed by the Internal  Revenue Code of 1986, as
amended (the "Code"),  for qualification as a regulated  investment company. See
"Taxes".
         It is the current policy of the Fund that under normal circumstances at
least  90% of  total  assets  will  consist  of  securities  that at the time of
purchase  are  rated Baa or better by  Moody's  or BBB or better by  Standard  &
Poor's. The remaining 10% of total assets may be invested in securities that are
rated B or better by Moody's or Standard & Poor's.  See "Below  Investment Grade
Debt" below. In each case, the Fund may invest in securities  which are unrated,
if in  the  Advisor's  opinion,  such  securities  are  of  comparable  quality.
Securities  rated Baa by  Moody's or BBB by  Standard  & Poor's  are  considered
investment grade, but have some speculative characteristics. Securities rated Ba
or B by Moody's and BB or B by Standard & Poor's are below  investment grade and
considered to be  speculative  with regard to payment of interest and principal.
These  standards  must be satisfied at the time an  investment  is made.  If the
quality of the  investment  later  declines,  the Fund may  continue to hold the
investment.

         The Fund invests  principally in a portfolio of "investment  grade" tax
exempt securities. An investment grade bond is rated, on the date of investment,
within the four highest  ratings of Moody's,  currently Aaa, Aa, A and Baa or of
Standard & Poor's, currently AAA, AA, A and BBB, while high grade debt is rated,
on the  date  of the  investment,  within  the  two  highest  of  such  ratings.
Investment grade municipal notes are rated, on the date of investment,  MIG-1 or
MIG-2 by  Standard  &  Poor's  or SP-1 and  SP-2 by  Moody's.  Investment  grade
municipal commercial paper is rated, on the date of investment, Prime 1 or Prime
2 by Moody's and A-1 or A-2 by Standard & Poor's. The Fund may also invest up to
10% of its total assets in securities which are "below  investment  grade." Such
securities must be rated,  on the date of investment,  B or better by Moody's or
Standard  &  Poor's,  or of  comparable  quality.  The Fund may  invest  in debt
securities  which are not rated or other debt  securities to which these ratings
are not  applicable,  if in the opinion of the Advisor,  such  securities are of
comparable quality to the rated securities discussed above. In addition,  at the
time the Fund  invests in any  commercial  paper,  bank  obligation,  repurchase
agreement,  or any other money  market  instruments,  the  investment  must have
received a short term rating of investment grade or better (currently Prime-3 or
better by Moody's or A-3 or better by Standard & Poor's) or the investment  must
have been issued by an issuer that received a short term investment grade rating
or better with respect to a class of investments  or any investment  within that
class that is  comparable  in priority and security  with the  investment  being
purchased by the Fund.  If no such ratings  exists,  the  investment  must be of
comparable investment quality in the Advisor's opinion, but will not be eligible
for  purchase if the issuer or its parent has long term  outstanding  debt rated
below BBB.

         Below Investment Grade Debt.  Certain lower rated securities  purchased
by the Fund,  such as those  rated Ba or B by Moody's  or BB or B by  Standard &
Poor's  (commonly  known as junk  bonds),  may be subject to certain  risks with
respect to the issuing entity's ability to make scheduled  payments of principal
and interest  and to greater  market  fluctuations.  While  generally  providing
higher coupons or interest rates than investments in higher quality  securities,
lower quality fixed income securities  involve greater risk of loss of principal
and income, including the possibility of default or bankruptcy of the issuers of
such securities, and have greater price volatility, especially during periods of
economic uncertainty or change. These lower quality fixed income securities tend
to be  affected  by  economic  changes and  short-term  corporate  and  industry
developments  to a greater  extent than higher quality  securities,  which react
primarily to  fluctuations in the general level of interest rates. To the extent
that the Fund invests in such lower quality  securities,  the achievement of its
investment objective may be more dependent on the Advisor's own credit analysis.

         Lower  quality  fixed  income  securities  are affected by the market's
perception  of  their  credit  quality,   especially  during  times  of  adverse
publicity,  and the  outlook  for  economic  growth.  Economic  downturns  or an
increase  in  interest  rates may cause a higher  incidence  of  default  by the
issuers of these securities,  especially issuers that are highly leveraged.  The
market for these lower quality fixed income  securities is generally less liquid
than the market for  investment  grade fixed income  securities.  It may be more
difficult to sell these lower rated securities to meet redemption  requests,  to
respond to changes in the market,  or to value  accurately the Fund's  portfolio
securities for purposes of determining the Fund's net asset value.  See Appendix
A for more detailed information on these ratings.

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

Options and Futures Transactions

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

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

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

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

         The seller of an option on a futures contract receives the premium paid
by the purchaser and may be required to pay initial margin. Amounts equal to the
initial margin and any additional  collateral required on any options on futures
contracts  sold by the Fund are paid into a segregated  account,  in the name of
the  Futures  Commission  Merchant,  as  required  by the  1940  Act and the SEC
interpretations thereunder.

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

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

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

         Liquidity of Options and Futures Contracts.  There is no assurance that
a liquid market will exist for any particular  option or futures contract at any
particular time even that if the contract is traded on an exchange. In addition,
exchanges may establish daily price  fluctuation  limits for options and futures
contracts and may halt trading if a contract's  price moves up or down more than
the limit in a given day. On volatile  trading  days when the price  fluctuation
limit is reached or a trading halt is imposed, it may be impossible for the Fund
to enter into new positions or close out existing positions. If the market for a
contract is not liquid  because of price  fluctuation  limits or  otherwise,  it
could prevent prompt liquidation of unfavorable positions, and could potentially
require  the Fund to continue to hold a position  until  delivery or  expiration
regardless  of  changes in its value.  As a result,  the Fund's  access to other
assets held to cover its options or futures  positions  could also be  impaired.
(See  "Exchange  Traded and OTC Options" above for a discussion of the liquidity
of options not traded on an exchange.)

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

         Asset Coverage for Futures  Contracts and Options  Positions.  Although
the Fund will not be a commodity pool, certain  derivatives  subject the Fund to
the rules of the Commodity Futures Trading  Commission which limit the extent to
which the Fund can  invest in such  derivatives.  The Fund may invest in futures
contracts and options with respect thereto for hedging  purposes  without limit.
However,  the Fund may not  invest  in such  contracts  and  options  for  other
purposes if the sum of the amount of initial  margin  deposits and premiums paid
for unexpired  options with respect to such contracts,  other than for bona fide
hedging  purposes,  exceeds 5% of the  liquidation  value of the Fund's  assets,
after  taking into  account  unrealized  profits and  unrealized  losses on such
contracts and options; provided,  however, that in the case of an option that is
in-the-money at the time of purchase, the in-the-money amount may be excluded in
calculating the 5% limitation.

         In addition,  the Fund will comply with  guidelines  established by the
SEC with respect to coverage of options and futures  contracts by mutual  funds,
and if the guidelines so require,  will segregate  appropriate  liquid assets in
the amount prescribed. Securities so segregated cannot be sold while the futures
contract or option is outstanding,  unless they are replaced with other suitable
assets.  As a  result,  there  is a  possibility  that  segregation  of a  large
percentage of the Fund's assets could impede portfolio  management or the Fund's
ability to meet redemption requests or other current obligations.

         Swaps  and  Related  Swap  Products.   The  Fund  may  engage  in  swap
transactions,  including,  but not limited to, interest rate,  currency,  index,
basket,  specific  security and commodity swaps,  interest rate caps, floors and
collars  and  options  on  interest  rate swaps  (collectively  defined as "swap
transactions").

         The Fund  may  enter  into  swap  transactions  for any  legal  purpose
consistent with its investment objective,  such as for the purpose of attempting
to obtain  or  preserve  a  particular  return  or  spread at a lower  cost than
investing  directly in an  instrument  that  yields  that  return or spread,  to
protect against currency  fluctuations,  as a duration management technique,  to
protect  against any increase in the price of  securities  the Fund  anticipates
purchasing at a later date,  or to gain exposure to certain  markets in the most
economical  way possible.  The Fund will not sell interest rate caps,  floors or
collars if it does not own securities with coupons which yield the interest that
the Fund may be required to pay.

         Swap  agreements  are  two-party  contracts  entered into  primarily by
institutional  investors for periods  ranging from a few weeks to several years.
In a standard  swap  transaction,  two parties agree to exchange the returns (or
differentials in rates of return) earned or realized on particular predetermined
investments  or  instruments.  The gross  returns to be  exchanged  or "swapped"
between the parties are  calculated  with respect to a "notional  amount," i.e.,
the return on or increase in value of a particular  dollar amount  invested at a
particular interest rate, in a particular foreign currency or commodity, or in a
"basket" of  securities  representing  a particular  index.  The purchaser of an
interest  rate cap or floor,  upon  payment  of a fee,  has the right to receive
payments (and the seller of the cap is obligated to make payments) to the extent
a specified interest rate exceeds (in the case of a cap) or is less than (in the
case of a  floor)  a  specified  level  over a  specified  period  of time or at
specified  dates.  The purchaser of an interest  rate collar,  upon payment of a
fee,  has the  right to  receive  payments  (and the  seller  of the  collar  is
obligated to make  payments) to the extent that a specified  interest rate falls
outside an agreed  upon range over a  specified  period of time or at  specified
dates.  The purchaser of an option on an interest  rate swap,  upon payment of a
fee (either at the time of  purchase or in the form of higher  payments or lower
receipts within an interest rate swap  transaction)  has the right,  but not the
obligation, to initiate a new swap transaction of a prespecified notional amount
with prespecified terms with the seller of the option as the counterparty.

         The "notional  amount" of the swap transaction is the agreed upon basis
for calculating the obligations that the parties to a swap agreement have agreed
to  exchange.  An example  would be the  obligation  to pay a  floating  rate of
interest (e.g., U.S. 3 month LIBOR) on a quarterly basis in exchange for receipt
of a fixed rate of interest  on a  semi-annual  basis.  In the event the Fund is
obligated to make payments more  frequently  than it receives  payments from the
other  party,  the Fund will  incur  incremental  credit  exposure  to that swap
counterparty.  This risk may be mitigated somewhat by the use of swap agreements
which call for a net  payment  to be made by the party  with the larger  payment
obligation when the obligations of the parties fall due on the same date.  Under
most swap  agreements  entered into by the Fund, the  obligations of the parties
will be exchanged on a "net basis".  That is, the two payment streams are netted
out  in a  cash  settlement  on the  payment  date  or  dates  specified  in the
instrument.  The Fund  will  receive  or pay,  as the case may be,  only the net
amount of the two payments.

         The amount of the Fund's potential gain or loss on any swap transaction
is not  subject to any fixed  limit.  Nor is there any fixed limit on the Fund's
potential loss if it sells a cap, floor or collar. If the Fund buys a cap, floor
or collar,  however,  the Fund's  potential loss is limited to the amount of the
fee that it has paid. When measured  against the initial amount of cash required
to  initiate  the  transaction,  which  is  typically  zero in the  case of most
conventional  interest rate swaps,  swap  transactions  tend to be more volatile
than many other types of investments.

         The use of swap transactions  involves investment  techniques and risks
which  are  similar  to  those   associated   with  other   portfolio   security
transactions.  If the Advisor is  incorrect in its  forecasts of market  values,
interest  rates,  currency rates and other  applicable  factors,  the investment
performance of the Fund will be less favorable than if these  techniques had not
been used. These instruments are typically not traded on exchanges. Accordingly,
there is a risk that the other  party to certain of these  instruments  will not
perform its obligations to the Fund or that the Fund may be unable to enter into
offsetting positions to terminate its exposure or liquidate its investment under
certain of these  instruments  when it wishes to do so. Such  occurrences  could
result in losses to the Fund. The Advisor will, however, consider such risks and
will enter into swap  transactions  only when it believes that the risks are not
unreasonable.

         The  Fund  will  segregate  permissible  liquid  assets  in  an  amount
sufficient  at all  times  to  cover  its  current  obligations  under  its swap
transactions.  If the Fund enters into a swap agreement on a net basis,  it will
segregate assets with a daily value at least equal to the excess, if any, of the
Fund's accrued  obligations under the swap agreement over the accrued amount the
Fund is entitled to receive under the agreement.  If the Fund enters into a swap
agreement on other than a net basis,  or sells a cap,  floor or collar,  it will
segregate  assets  with a daily  value at least  equal to the full amount of the
Fund's accrued obligations under the agreement.

         The  Fund  will  not  enter  into  any  swap  transaction,  unless  the
counterparty  to the  transaction is deemed  creditworthy  by the Advisor.  If a
counterparty  defaults,  the Fund may have contractual  remedies pursuant to the
agreements  related to the transaction.  The markets in which swap  transactions
are traded have grown  substantially  in recent  years,  with a large  number of
banks and  investment  banking  firms  acting both as  principals  and as agents
utilizing  standardized  documentation.  As a result,  these markets have become
relatively liquid.

         The  liquidity of swap  transactions  will be determined by the Advisor
based on various factors,  including (1) the frequency of trades and quotations,
(2) the number of dealers and  prospective  purchasers in the  marketplace,  (3)
dealer  undertakings  to  make a  market,  (4)  the  nature  of  the  instrument
(including any demand or tender  features) and (5) the nature of the marketplace
for trades  (including  the  ability  to assign or offset the Fund's  rights and
obligations relating to the investment).  Such determination will govern whether
the  instrument  will be deemed within the 15%  restriction  on  investments  in
securities that are illiquid.

         During  the  term of a swap,  changes  in the  value  of the  swap  are
recognized  as  unrealized  gains or losses by marking to market to reflect  the
market value of the swap.  When the swap is  terminated,  the Fund will record a
realized gain or loss equal to the difference, if any, between the proceeds from
(or cost of) the closing transaction and the Fund's basis in the contract.

         The federal income tax treatment with respect to swap  transactions may
impose  limitations  on the  extent  to  which  the  Fund  may  engage  in  such
transactions.

Risk Management

         The  Fund may  employ  non-hedging  risk  management  techniques.  Risk
management strategies are used to keep the Fund fully invested and to reduce the
transaction  costs  associated  with cash  flows  into and out of the Fund.  The
objective  where  equity  futures  are used to  "equitize"  cash is to match the
notional value of all futures contracts to the Fund's cash balance. The notional
value of futures and of the cash is monitored  daily. As the cash is invested in
securities  and/or  paid  out  to  participants  in  redemptions,   the  Advisor
simultaneously adjusts the futures positions.  Through such procedures, the Fund
not only gains equity  exposure from the use of futures,  but also benefits from
increased  flexibility  in responding  to client cash flow needs.  Additionally,
because it can be less  expensive to trade a list of  securities as a package or
program trade rather than as a group of  individual  orders,  futures  provide a
means through which  transaction  costs can be reduced.  Such  non-hedging  risk
management  techniques are not  speculative,  but because they involve  leverage
include, as do all leveraged transactions,  the possibility of losses as well as
gains that are greater than if these  techniques  involved the purchase and sale
of the securities themselves rather than their synthetic derivatives.

Portfolio Turnover

         The Fund expects  that its annual  portfolio  turnover  rate will range
between 50% and 80%. A rate of 100%  indicates that the equivalent of all of the
Fund's assets have been sold and reinvested in a year.  High portfolio  turnover
may result in the realization of substantial net capital gains or losses. To the
extent  that net short  term  capital  gains  are  realized,  any  distributions
resulting from such gains are considered  ordinary income for federal income tax
purposes. See "Taxes" below.

INVESTMENT RESTRICTIONS

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

         The Fund:

1. May not make any investments inconsistent with the Fund's classification as a
diversified investment company under the 1940 Act.

2. May not purchase any security which would cause the Fund to  concentrate  its
investments  in the  securities of issuers  primarily  engaged in any particular
industry,  except for  securities  of issuers  in the  healthcare  sector and as
otherwise permitted by the SEC.

3. May not issue senior  securities,  except as permitted  under the 1940 Act or
any rule, order or interpretation thereunder.

4. May not borrow money, except to the extent permitted by applicable law.

5. May not underwrite securities of other issuers, except to the extent that the
Fund, in disposing of portfolio securities,  may be deemed an underwriter within
the meaning of the 1933 Act.

6. May not purchase or sell real estate, except that, to the extent permitted by
applicable  law,  the Fund may  invest  in (a)  securities  or other  instrument
directly  or  indirectly  secured  by real  estate  or (b)  securities  or other
instrument issued by issuers that invest in real estate.

7. May not purchase or sell  commodities or commodity  contracts unless acquired
as a result of ownership of  securities or other  instruments  issued by persons
that purchase or sell  commodities  or commodity  contracts;  but this shall not
prevent the Fund from  purchasing,  selling and entering into financial  futures
contracts (including futures contracts on indices of securities,  interest rates
and  currencies),  options on financial  futures  contracts  (including  futures
contracts on indices of securities,  interest rates and  currencies),  warrants,
swaps,  forward contracts,  foreign currency spot and forward contracts or other
derivative instruments that are not related to physical commodities.

8. May make loans to other  persons,  in accordance  with the Fund's  investment
objectives and policies and to the extent permitted by applicable law.

     Non-Fundamental   Investment  Restrictions.   The  investment  restrictions
described below are not  fundamental  policies of the Fund and may be changed by
the Trustees. These non-fundamental investment policies require that the Fund:

1. May not acquire any illiquid securities,  such as repurchase  agreements with
more than seven days to maturity or fixed time  deposits with a duration of over
seven calendar days, if as a result  thereof,  more than 15% of the market value
of the Fund's net assets would be in investments that are illiquid.

2. May not purchase  securities on margin,  make short sales of  securities,  or
maintain a short position, provided that this restriction shall not be deemed to
be  applicable  to the  purchase  or sale of  when-issued  or  delayed  delivery
securities, or to short sales that are covered in accordance with SEC rules.

3. May not acquire securities of other investment companies, except as permitted
by the 1940 Act or any order pursuant thereto.

         There  will  be no  violation  of any  investment  restriction  if that
restriction  is  complied  with  at  the  time  the  relevant  action  is  taken
notwithstanding a later change in market value of an investment, in net or total
assets, in the securities rating of the investment, or any other later change.

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

TRUSTEES AND MEMBERS OF THE ADVISORY BOARD

         The Trustees of the Trust, their principal  occupations during the past
five years and dates of birth are set forth  below.  The mailing  address of the
Trustees is c/o Pierpont Group Inc. 461 Fifth Avenue, New York, NY 10017.

         FREDERICK S. ADDY -- Trustee;  Retired;  Prior to April 1994, Executive
Vice President and Chief Financial  Officer,  Amoco  Corporation and his date of
birth is January 1, 1932.

         WILLIAM G. BURNS -- Trustee;  Retired;  Former Vice  Chairman and Chief
Financial Officer, NYNEX and his date of birth is November 2, 1932.

     ARTHUR C.  ESCHENLAUER -- Trustee;  Retired;  Former Senior Vice President,
Morgan Guaranty Trust Company
of New York and his date of birth is May 23, 1934.

         MATTHEW HEALEY (*) -- Trustee;  Chairman and Chief  Executive  Officer;
Chairman,  Pierpont Group, Inc.  ("Pierpont  Group") since prior to 1995 and his
date of birth is August 23, 1937.

     MICHAEL P. MALLARDI -- Trustee;  Retired;  Prior to April 1996, Senior Vice
President, Capital Cities/ABC, Inc. and President,  Broadcast Group and his date
of birth is March 17, 1934.

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


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

     Trustee compensation expenses paid by the Trust for the calendar year ended
December 31, 1999 are set forth below.

<TABLE>
<CAPTION>
<S>                                                            <C>                         <C>                  <C>


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

                                                       -------------------------  ------------------------------------
                                                                                  TOTAL TRUSTEE COMPENSATION ACCRUED
                                                                                  BY THE MASTER PORTFOLIOS (*), J.P.
                                                       AGGREGATE TRUSTEE          MORGAN FUNDS, J.P. MORGAN
                                                       COMPENSATION PAID BY THE   INSTITUTIONAL FUNDS AND THE TRUST
                                                       TRUST DURING 1999          DURING 1999 (**)

NAME OF TRUSTEE
------------------------------------------------------ -------------------------- -------------------------------------
------------------------------------------------------ -------------------------- -------------------------------------

Frederick S. Addy, Trustee                             $1,018                     $75,000
------------------------------------------------------ -------------------------- -------------------------------------
------------------------------------------------------ -------------------------- -------------------------------------

William G. Burns, Trustee                              $1,018                     $75,000
------------------------------------------------------ -------------------------- -------------------------------------
------------------------------------------------------ -------------------------- -------------------------------------

Arthur C. Eschenlauer, Trustee                         $1,018                     $75,000
------------------------------------------------------ -------------------------- -------------------------------------
------------------------------------------------------ -------------------------- -------------------------------------

Matthew Healey, Trustee (***)
   Chairman and Chief Executive
   Officer                                             $1,018                     $75,000
------------------------------------------------------ -------------------------- -------------------------------------
------------------------------------------------------ -------------------------- -------------------------------------

Michael P. Mallardi, Trustee                           $1,018                     $75,000
------------------------------------------------------ -------------------------- -------------------------------------
</TABLE>


(*) The  J.P.  Morgan  Funds  and  J.P.  Morgan  Institutional  Funds  are  each
multi-series  registered  investment  companies  that  are  part  of a  two-tier
(master-feeder)  investment fund structure. Each series of the J.P. Morgan Funds
and J.P.  Morgan  Institutional  Funds is a feeder fund that  invests all of its
investable  assets in one of 19 separate  master  portfolios  (collectively  the
"Master Portfolios") for which JPMIM acts as investment adviser, 14 of which are
registered investment companies.

     (**) No  investment  company  within  the fund  complex  has a  pension  or
retirement  plan.  Currently  there are 17 investment  companies (14  investment
companies  comprising the Master  Portfolios,  J.P.  Morgan Funds,  J.P.  Morgan
Institutional Funds and the Trust) in the fund complex.

     (***) During 1999,  Pierpont  Group,  Inc. paid Mr. Healey,  in his role as
Chairman  of  Pierpont  Group,  Inc.,  compensation  in the amount of  $153,800,
contributed  $23,100  to a  defined  contribution  plan on his  behalf  and paid
$17,300 in insurance premiums for his benefit.

     The Trustees  decide upon matters of general  policies and are  responsible
for overseeing the Trust's business  affairs.  The Trust has entered into a Fund
Services  Agreement  with  Pierpont  Group,  Inc.  to  assist  the  Trustees  in
exercising their overall  supervisory  responsibilities  over the affairs of the
Trust.  Pierpont Group,  Inc. was organized in July 1989 to provide services for
the J.P. Morgan Family of Funds  (formerly "The Pierpont Family of Funds"),  and
the Trustees are the equal and sole  shareholders  of Pierpont  Group,  Inc. The
Trust,  J.P.  Morgan  Funds,  J.P.  Morgan  Institutional  Funds and each Master
Portfolio  have  agreed  to  pay  Pierpont  Group,  Inc.  a  fee  in  an  amount
representing its reasonable costs in performing these services.  These costs are
periodically reviewed by the Trustees.  The principal offices of Pierpont Group,
Inc. are located at 461 Fifth Avenue, New York, New York 10017.

Advisory Board

         The  Trustees  determined,  as of January 26,  2000,  to  establish  an
advisory  board and appoint  four  members  ("Members  of the  Advisory  Board")
thereto. Each member serves at the pleasure of the Trustees.  The advisory board
is  distinct  from the  Trustees  and  provides  advice  to the  Trustees  as to
investment,  management  and  operations of the Trust;  but has no power to vote
upon any  matter  put to a vote of the  Trustees.  The  advisory  board  and the
members thereof also serve each of the Trusts and the Master  Portfolios.  It is
also the current  intention  of the  Trustees  that the Members of the  Advisory
Board be proposed at the next shareholders' meeting,  expected to be held within
a year from the date hereof,  for election as Trustees of each of the Trusts and
the Master Portfolios. The creation of the Advisory Board and the appointment of
the members thereof was designed so that the Board of Trustees will continuously
consist of persons able to assume the duties of Trustees  and be fully  familiar
with the business  and affairs of each of the Trusts and the Master  Portfolios,
in anticipation of the current Trustees reaching the mandatory retirement age of
seventy.  Each member of the Advisory Board is paid an annual fee of $75,000 for
serving in this capacity for the Trust, each of the Master Portfolios,  the J.P.
Morgan  Funds and the J.P.  Morgan  Institutional  Funds and is  reimbursed  for
expenses  incurred in connection  for such service.  The Members of the Advisory
Board may hold various other directorships unrelated to these funds. The mailing
address of the Members of the Advisory  Board is c/o Pierpont  Group,  Inc., 461
Fifth  Avenue,  New York,  New York 10017.  Their names,  principal  occupations
during the past five years and dates of birth are set forth below:

Ann Maynard  Gray -- Former  President,  Diversified  Publishing  Group and Vice
President, Capital Cities/ABC, Inc. Her date of birth is August 22, 1945.

John R. Laird --  Retired;  Former  Chief  Executive  Officer,  Shearson  Lehman
Brothers and The Boston Company. His date of birth is June 21, 1942.

Gerard P. Lynch -- Retired;  Former Managing Director,  Morgan Stanley Group and
President and Chief Operating Officer, Morgan Stanley Services, Inc. His date of
birth is October 5, 1936.

James J. Schonbachler -- Retired;  Prior to September,  1998, Managing Director,
Bankers Trust Company and Chief  Executive  Officer and Director,  Bankers Trust
A.G., Zurich and BT Brokerage Corp. His date of birth is January 26, 1943.

OFFICERS

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

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

         MATTHEW HEALEY;  Chief  Executive  Officer;  Chairman,  Pierpont Group,
since prior to 1995. His address is Pine Tree Club Estates,  10286 Saint Andrews
Road, Boynton Beach, FL 33436. His date of birth is August 23, 1937.

     MARGARET W. CHAMBERS;  Vice President and Secretary.  Senior Vice President
and General  Counsel of FDI since April,  1998.  From August 1996 to March 1998,
Ms. Chambers was Vice President and Assistant General Counsel for Loomis, Sayles
& Company,  L.P. From January 1986 to July 1996,  she was an associate  with the
law firm of Ropes & Gray. Her date of birth is October 12, 1959.

         MARIE E. CONNOLLY;  Vice President and Assistant Treasurer.  President,
Chief Executive  Officer,  Chief Compliance Officer and Director of FDI, Premier
Mutual Fund  Services,  Inc.,  an affiliate of FDI  ("Premier  Mutual"),  and an
officer of certain investment companies  distributed or administered by FDI. Her
date of birth is August 1, 1957.

     DOUGLAS C. CONROY; Vice President and Assistant  Treasurer.  Assistant Vice
President   and   Assistant   Department   Manager  of  Treasury   Services  and
Administration of FDI and an officer of certain investment companies distributed
or  administered  by FDI.  Prior to April 1997,  Mr.  Conroy was  Supervisor  of
Treasury  Services and  Administration  of FDI. From April 1993 to January 1995,
Mr. Conroy was a Senior Fund Accountant for Investors Bank & Trust Company.  His
date of birth is March 31, 1969.

         KAREN  JACOPPO-WOOD;  Vice  President  and  Assistant  Secretary.  Vice
President  and  Senior  Counsel  of FDI and an  officer  of  certain  investment
companies  distributed or  administered  by FDI. From June 1994 to January 1996,
Ms. Jacoppo-Wood was a Manager of SEC Registration at Scudder,  Stevens & Clark,
Inc. Her date of birth is December 29, 1966.

     CHRISTOPHER  J.  KELLEY;  Vice  President  and  Assistant  Secretary.  Vice
President and Senior Associate  General Counsel of FDI and Premier Mutual and an
officer of certain investment companies distributed or administered by FDI. From
April 1994 to July 1996,  Mr.  Kelley was Assistant  Counsel at Forum  Financial
Group. His date of birth is December 24, 1964.

     KATHLEEN K. MORRISEY-Vice President and Assistant Secretary. Vice President
and Assistant Secretary of FDI. Manager of Treasury Services  Administration and
an officer of certain investment companies advised or administered by Montgomery
Asset  Management,  L.P.  and  Dresdner RCM Global  Investors,  Inc.,  and their
respective affiliates.  From July 1994 to November 1995, Ms. Morrisey was a Fund
Accountant  for  Investors  Bank & Trust  Company.  Her date of birth is July 5,
1972.

     MARY A. NELSON; Vice President and Assistant Treasurer.  Vice President and
Manager of Treasury Services and Administration of FDI and Premier Mutual and an
officer of certain investment companies  distributed or administered by FDI. Her
date of birth is April 22, 1964.

     MARY JO PACE;  Assistant Treasurer.  Vice President,  Morgan Guaranty Trust
Company of New York.  Ms.  Pace  serves in the Funds  Administration  group as a
Manager for the Budgeting and Expense Processing Group. Prior to September 1995,
Ms. Pace served as a Fund Administrator for Morgan Guaranty Trust Company of New
York. Her address is 60 Wall Street, New York, New York 10260. Her date of birth
is March 13, 1966.

     GEORGE A. RIO;  President and Treasurer.  Executive Vice President,  Client
Service Director of FDI, since April 1998. From June 1995 to March 1998, Mr. Rio
was Senior Vice  President,  Senior Key Account Manager for Putnam Mutual Funds.
From May 1994 to June 1995,  Mr. Rio was  Director of Business  Development  for
First Data Corporation. His date of birth is January 2, 1955.

  CHRISTINE ROTUNDO;  Assistant  Treasurer.  Vice President,  Morgan Guaranty
Trust Company of New York. Ms.  Rotundo serves as Manager of the  Infrastructure
group.  Prior to  January  2000,  she  served as Manager of the Tax Group in the
Funds Administration group and was responsible for U.S. mutual fund tax matters.
Prior to  September  1995,  Ms.  Rotundo  served as a Senior Tax  Manager in the
Investment  Company  Services  Group of Deloitte & Touche LLP. Her address is 60
Wall Street, New York, New York 10260. Her date of birth is September 26, 1965.

     ELBA VASQUEZ;  Vice President and Assistant  Secretary.  Vice President
since  February  1999,  Assistant  Vice  President(Since  June 1997),  and Sales
Associate (since May 1996) of FDI. Formerly (March 1990- May 1996),  employed in
various  mutual fund sales and marketing  positions by the U.S. Trust Company of
New York. Her date of birth is December 14, 1961.


CODES OF ETHICS

         The Trust, the Advisor and FDI have adopted codes of ethics pursuant to
Rule 17j-1 under the 1940 Act. Each of these codes permits  personnel subject to
such code to invest in securities, including securities that may be purchased or
held by the Fund. Such purchases, however, are subject to preclearance and other
procedures reasonably necessary to prevent a fraud or deceit on the Trust.

INVESTMENT ADVISOR

         The  Trust  has  retained  JPMIM  as  Investment   Advisor  to  provide
investment advice and portfolio  management services to the Fund. Subject to the
supervision  of the Fund's  Trustees,  the Advisor  makes the Fund's  day-to-day
investment decisions,  arranges for the execution of portfolio  transactions and
generally manages the Fund's investments.

         JPMIM,  a wholly owned  subsidiary  of J.P.  Morgan & Co.  Incorporated
("J.P.  Morgan"),  is a  registered  investment  adviser  under  the  Investment
Advisers  Act of  1940,  as  amended,  and  manages  employee  benefit  funds of
corporations,  labor unions and state and local  governments and the accounts of
other institutional  investors,  including investment companies.  Certain of the
assets of  employee  benefit  accounts  under its  management  are  invested  in
commingled pension trust funds for which Morgan serves as trustee.

         J.P.  Morgan,  through  the  Advisor  and other  subsidiaries,  acts as
investment advisor to individuals,  governments,  corporations, employee benefit
plans, mutual funds and other institutional investors with combined assets under
management of approximately $369 billion.

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

         Morgan,  whose principal  offices are at 60 Wall Street,  New York, New
York 10260,  is a New York trust  company which  conducts a general  banking and
trust  business.  Morgan is subject to  regulation by the New York State Banking
Department and is a member bank of the Federal Reserve  System.  Through offices
in New York City and abroad,  Morgan offers a wide range of services,  primarily
to  governmental,   institutional,  corporate  and  high  net  worth  individual
customers in the United States and throughout the world. Morgan is also a wholly
owned subsidiary of J.P. Morgan, which is a bank holding company organized under
the laws of the State of Delaware.

         The basis of the Advisor's investment process is fundamental investment
research as the firm  believes  that  fundamentals  should  determine an asset's
value over the long term J.P. Morgan currently  employs  approximately  420 full
time research  analysts,  capital  market  researchers,  portfolio  managers and
traders  and has one of the  largest  research  staffs in the  money  management
industry.  The Advisor has investment  management divisions located in New York,
London,  Tokyo,  Frankfurt,  and Singapore to cover  companies,  industries  and
countries on site.  The Advisor's  fixed income  investment  process is based on
analysis of real rates,  sector  diversification,  and  quantitative  and credit
analysis.

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

         The Fund is managed by  employees  of the  Advisor  who,  in acting for
their customers,  including the Fund, do not discuss their investment  decisions
with any  personnel of J.P.  Morgan or any  personnel of other  divisions of the
Advisor or with any of its  affiliated  persons,  with the  exception of certain
other investment management affiliates of J.P. Morgan which execute transactions
on behalf of the Fund.

         As compensation for the services  rendered and related expenses such as
salaries  of  advisory  personnel  borne by the  Advisor  under  the  Investment
Advisory  Agreement,  the Fund has  agreed to pay the  Advisor  a fee,  which is
computed daily and may be paid monthly,  equal to 1.25% of the average daily net
assets of the Fund.

         The Investment Advisory Agreement between the Advisor and the Trust, on
behalf of the Fund, provides that it will continue in effect for a period of two
years after  execution and will continue in effect  thereafter  executed on June
12,  2000,  only if  specifically  approved  annually  in the same manner as the
Distribution  Agreement.   See  "Distributor"  below.  The  Investment  Advisory
Agreement will terminate automatically if assigned and is terminable at any time
without  penalty by a vote of a majority  of the  Trustees,  or by a vote of the
holders of a majority of the Fund's outstanding  voting securities,  on 60 days'
written  notice to the Advisor and by the Advisor on 90 days' written  notice to
the Trust. See "Additional Information."

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

DISTRIBUTOR

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

         The Distribution  Agreement will continue in effect with respect to the
Fund for a period of two  years  after  execution  and will  continue  in effect
thereafter  executed on June 12, 2000,  only if it is approved at least annually
(i) by a vote of the holders of a majority of the Fund's  outstanding  shares or
by the Trust's  Trustees and (ii) by a vote of a majority of the Trustees of the
Trust  who are not  "interested  persons"  (as  defined  by the 1940 Act) of the
parties to the  Distribution  Agreement,  cast in person at a meeting called for
the  purpose  of voting on such  approval  (see  "Trustees  and  Members  of the
Advisory  Board" and  "Officers") . The  Distribution  Agreement  will terminate
automatically  if assigned by either party thereto and is terminable at any time
without  penalty by a vote of a majority of the Trustees of the Trust, a vote of
a majority of the Trustees who are not "interested  persons" of the Trust, or by
a vote of (i) 67% or more of the Fund's outstanding voting securities present at
a meeting  if the  holders  of more than 50% of the  Fund's  outstanding  voting
securities  are present or  represented  by proxy,  or (ii) more than 50% of the
Fund's outstanding  voting securities,  whichever is less. FDI is a wholly owned
indirect subsidiary of Boston Institutional Group, Inc. The principal offices of
FDI are located at 60 State Street, Suite 1300, Boston, Massachusetts 02109.

CO-ADMINISTRATOR

         Under Co-Administration Agreements with the Trust dated August 1, 1996,
FDI also serves as the Trust's Co-Administrator. The Co-Administration Agreement
may be renewed  or  amended by the  Trustees  without a  shareholder  vote.  The
Co-Administration  Agreement is terminable at any time without penalty by a vote
of a majority of the Trustees, as applicable,  on not more than 60 days' written
notice  nor  less  than  30  days'  written  notice  to  the  other  party.  The
Co-Administrator  may  subcontract  for  the  performance  of  its  obligations,
provided,  however,  that  unless the Trust  expressly  agrees in  writing,  the
Co-Administrator  will be fully  responsible  for the acts and  omissions of any
subcontractor  as it would for its own acts or omissions.  See "Services  Agent"
below.

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

         For its services under the Co-Administration  Agreements,  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 its net assets to the  aggregate net assets of
the Trust and certain other registered  investment  companies subject to similar
arrangements with FDI.


SERVICES AGENT

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

         Under the Services  Agreement,  Morgan provides certain  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 Trustee matters.

         Under the  Services  Agreement,  the Fund has agreed to pay Morgan fees
equal to its allocable share of an annual  complex-wide  charge.  This charge is
calculated  daily based on the  aggregate net assets of the Trust and the Master
Portfolios in accordance with the following annual schedule:  0.09% of the first
$7  billion  of their  aggregate  average  daily net  assets  and 0.04% of their
aggregate  average  daily  net  assets  in  excess  of  $7  billion,   less  the
complex-wide fees payable to FDI. The portion of this charge payable by the Fund
is determined by the  proportionate  share that its net assets bear to the total
net assets of the Trust, the Master  Portfolios,  and the other investors in the
Master Portfolios for which Morgan provides similar services.

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 holding  portfolio  securities and cash and maintaining the books of account
and records of the Fund's portfolio transactions.

         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.

SHAREHOLDER SERVICING

         The  Trust,  on behalf  of the Fund,  has  entered  into a  Shareholder
Servicing  Agreement  with Morgan  pursuant to which Morgan acts as  shareholder
servicing  agent for its  customers  who are Fund  investors  and for other Fund
investors who are customers of a financial  professional.  Under this agreement,
Morgan is responsible for performing  shareholder  account,  administrative  and
servicing  functions,  which include but are not limited to, answering inquiries
regarding  account  status  and  history,  the  manner  in which  purchases  and
redemptions of Fund shares may be effected, and certain other matters pertaining
to 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 Fund  shares;  verifying  purchase  and  redemption  orders,
transfers  among and changes in accounts;  informing  FDI of the gross amount of
purchase orders for Fund shares; and providing other related services.

         Under the Shareholder  Servicing Agreement,  the Fund has agreed to pay
Morgan a fee for these  services  at the annual  rate of 0.25%  with  respect to
Select Shares, 0.10% with respect to Institutional Shares and 0.05% with respect
to Advisor Shares  (expressed as a percentage of the average daily net assets of
Fund shares). Morgan acts as shareholder servicing agent for all shareholders.

         The Fund may be sold to or  through  financial  intermediaries  who are
customers  of  J.P.  Morgan  ("financial  professionals"),  including  financial
institutions  and  broker-dealers,  that may be paid fees by J.P.  Morgan or its
affiliates  for services  provided to their clients that invest in the Fund. See
"Financial  Professionals"  below.  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.

SERVICE ORGANIZATIONS - ADVISOR SHARES

         With respect to the Advisor  Shares only,  the Trust,  on behalf of the
Fund,  has adopted a service plan (the "Plan") with respect to such shares which
authorizes the Fund to compensate  Service  Organizations  for providing certain
account  administration and other services to their customers who are beneficial
owners of such shares.  Pursuant to the Plan, the Trust,  on behalf of the Fund,
enters into  agreements  with Service  Organizations  which  purchase  shares on
behalf of their customers ("Service Agreements"). Under such Service Agreements,
the Service  Organizations  may: (a) act,  directly or through an agent,  as the
sole shareholder of record and nominee for all customers, (b) maintain or assist
in maintaining  account records for each customer who beneficially  owns shares,
and (c) process or assist in processing customer orders to purchase,  redeem and
exchange  shares,  and handle or assist in handling  the  transmission  of funds
representing  the  customers'   purchase  price  or  redemption   proceeds.   As
compensation  for such  services,  the Trust,  on behalf of the Fund,  pays each
Service  Organization  a service fee in an amount up to 0.25% (on an  annualized
basis) of the average daily net assets of the shares of the Fund attributable to
or held in the name of such Service  Organization for its customers (0.20% where
J.P. Morgan acts as a service organization).

         Conflicts of interest  restrictions  (including the Employee Retirement
Income  Security Act of 1974) may apply to a Service  Organization's  receipt of
compensation  paid by the Trust in connection  with the  investment of fiduciary
funds  in  shares.  Service  Organizations,  including  banks  regulated  by the
Comptroller of the Currency,  the Federal  Reserve Board or the Federal  Deposit
Insurance Corporation,  and investment advisers and other money managers subject
to the  jurisdiction  of the SEC, the  Department  of Labor or state  securities
commissions,  are urged to consult legal  advisors  before  investing  fiduciary
assets in shares. In addition, under some state securities laws, banks and other
financial  institutions  purchasing  shares on behalf of their  customers may be
required to register as dealers.

         The Trustees of the Trust, including a majority of Trustees who are not
interested  persons  of the Trust and who have no direct or  indirect  financial
interest  in the  operation  of such  Plan or the  related  Service  Agreements,
initially  voted to approve the Plan and Service  Agreements at a meeting called
for the purpose of voting on such Plan and Service  Agreements on June 12, 2000.
The Plan may not be amended to  increase  materially  the amount to be spent for
the services  described  therein  without  approval of the holders of the Fund's
Advisor Shares, and all material amendments of the Plan must also be approved by
the Trustees in the manner  described  above.  The Plan may be terminated at any
time by a majority of the Trustees as  described  above or by vote of a majority
of the  outstanding  Advisor Shares of the Fund.  The Service  Agreements may be
terminated at any time, without payment of any penalty, by vote of a majority of
the disinterested  Trustees as described above or by a vote of a majority of the
outstanding  Advisor Shares of the Fund on not more than 60 days' written notice
to any other  party to the  Service  Agreements.  The  Service  Agreements  will
terminate  automatically  if  assigned.  So long as the Plan is in  effect,  the
selection and nomination of those  Trustees who are not interested  persons will
be  determined  by the  non-interested  members  of the Board of  Trustees.  The
Trustees  have  determined  that,  in  their  judgment,  there  is a  reasonable
likelihood that the Plan will benefit the Fund and holders of the Fund's Advisor
Shares.  In the Trustees'  quarterly review of the Plan and Service  Agreements,
they will consider their continued appropriateness and the level of compensation
provided therein.

DISTRIBUTION PLAN - ADVISOR SHARES

         Rule  12b-1  (the  "Rule")  under the 1940 Act  provides,  among  other
things,  that an investment company may bear expenses of distributing its shares
only pursuant to a plan adopted in  accordance  with the Rule. On June 12, 2000,
the Trustees adopted such a plan on behalf of the Fund (the "Distribution Plan")
pursuant to which the Fund pays for distributing its Advisor Shares at an annual
rate  not to  exceed  0.25%  of  the  value  of the  average  daily  net  assets
attributable  to Advisor Shares of the Fund.  Under the  Distribution  Plan, the
Fund may make payments to certain financial  institutions,  securities  dealers,
and other industry  professionals that have entered into written agreements with
the  Fund  in  respect  of  these  services.  The  amounts  to be  paid  to such
institutions  is  based on the  daily  value of  Advisor  Shares  owned by their
clients. The fees payable under the Distribution Plan for advertising, marketing
and  distributing  are payable without regard to actual expenses  incurred.  The
Trustees  believe that there is a reasonable  likelihood  that the  Distribution
Plan will benefit the Fund and holders of its Advisor Shares.

         Quarterly reports of the amounts expended under the Distribution  Plan,
and the purposes for which such expenditures were incurred,  will be made to the
Trustees for their review.  In addition,  the Distribution Plan provides that it
may not be amended to increase  materially the costs which holders of the Fund's
Advisor Shares may bear for distribution  without approval of such  shareholders
and that all material  amendments of the  Distribution  Plan must be approved by
the  Trustees,  and by the  Trustees  who are neither  "interested  persons" (as
defined in the 1940 Act) of the Trust nor have any direct or indirect  financial
interest  in  the  operation  of  the  Distribution   Plan  or  in  the  related
Distribution Plan agreements, by vote cast in person at a meeting called for the
purpose of  considering  such  amendments.  The  Distribution  Plan and  related
agreements  are subject to annual  approval by such vote of the Trustees cast in
person at a meeting  called for the purpose of voting on the  Distribution  Plan
and related agreements.  The Distribution Plan is terminable at any time by vote
of a majority of the Trustees who are not  "interested  persons" and who have no
direct or indirect  financial interest in the operation of the Distribution Plan
or in the related  agreements or by vote of the holders of a majority of Advisor
Shares, as the case may be. A related  Distribution Plan agreement is terminable
without  penalty,  at any time,  by such vote of the  Trustees or by vote of the
holders of a majority of the Fund's  Advisor  Shares upon not more than 60 days'
written  notice  to any  other  party to such  agreement.  A  Distribution  Plan
agreement  will  terminate  automatically  in the  event of its  assignment  (as
defined in the 1940 Act).

FINANCIAL PROFESSIONALS - SELECT AND INSTITUTIONAL SHARES

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

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

         The Fund has  authorized  one or more  brokers to accept  purchase  and
redemption orders on its behalf.  Such brokers are authorized to designate other
intermediaries  to accept  purchase and redemption  orders on the Fund's behalf.
The Fund will be deemed to have received a purchase or redemption  order when an
authorized broker or, if applicable, a broker's authorized designee, accepts the
order. These orders will be priced at the Fund's net asset value next calculated
after they are so accepted.

INDEPENDENT ACCOUNTANTS

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


EXPENSES

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

         J.P.  Morgan has agreed that it will reimburse the Fund as described in
the Prospectus  until February 28, 2002 to the extent  necessary to maintain the
Fund's  total  operating  expenses at the  following  annual rates of the Fund's
average  daily  assets.  These  limits  do  not  cover  extraordinary  expenses,
interest, or taxes.

                                    Select Shares:  1.50%
                                    Institutional Shares:  1.35%
                                    Advisor Shares:  1.80%

PURCHASE OF SHARES

         Additional Minimum Balance  Information.  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  reserves the right to close out your account and
send the proceeds to the address of record.

         Method of  Purchase.  Investors  may open  accounts  with the Fund only
through the Distributor or Service  Organization.  All purchase  transactions in
Fund accounts are  processed by Morgan as  shareholder  servicing  agent and the
Fund is  authorized to accept any  instructions  relating to a Fund account from
Morgan as shareholder servicing agent for the customer. All purchase orders must
be  accepted  by the  Distributor.  Prospective  investors  who are not  already
customers of Morgan may apply to become customers of Morgan for the sole purpose
of Fund  transactions.  There are no charges  associated  with becoming a Morgan
customer for this purpose.  Morgan reserves the right to determine the customers
that it will accept,  and the Trust reserves the right to determine the purchase
orders that it will accept.

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

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

         Prospective  investors  may purchase  shares with the  assistance  of a
financial  professional,  and the financial  professional  may establish its own
minimums and charge the  investor a fee for this  service and other  services it
provides to its customers.  Morgan may pay fees to financial  professionals  for
services in connection  with fund  investments.  See  "Financial  Professionals"
above.

REDEMPTION OF SHARES

         If the  Trust,  on  behalf  of the  Fund,  determines  that it would be
detrimental  to the best interest of the remaining  shareholders  of the Fund to
make payment wholly or partly in cash,  payment of the  redemption  price may be
made in whole or in part by a  distribution  in kind of  securities,  in lieu of
cash, in conformity  with the applicable rule of the SEC. If shares are redeemed
in kind, the redeeming  shareholder  might incur transaction costs in converting
the assets into cash.  The method of valuing  portfolio  securities is described
under "Net Asset Value," and such valuation will be made as of the same time the
redemption price is determined. The Trust, on behalf of the Fund, has elected to
be  governed by Rule 18f-1 (for the Fund only,  and not for any other  series of
the Trust)  under the 1940 Act pursuant to which the Fund is obligated to redeem
shares  solely in cash up to the lesser of  $250,000  or one  percent of the net
asset value of the Fund during any 90 day period for any one shareholder.

         Further  Redemption   Information.   Investors  should  be  aware  that
redemptions  from the Fund may not be processed  if a redemption  request is not
submitted in proper form. To be in proper form,  the Fund must have received the
shareholder's  taxpayer  identification  number and address.  In addition,  if a
shareholder  sends a check  for the  purchase  of fund  shares  and  shares  are
purchased before the check has cleared,  the transmittal of redemption  proceeds
from the shares will occur upon  clearance  of the check which may take up to 15
days. The Trust, on behalf of the Fund,  reserves the right to suspend the right
of  redemption  and to postpone the date of payment upon  redemption as follows:
(i) for up to seven days,  (ii) during  periods when the New York Stock Exchange
is closed for other than  weekends and holidays or when trading on such Exchange
is  restricted  as  determined  by the SEC by rule or  regulation,  (iii) during
periods in which an  emergency,  as  determined  by the SEC,  exists that causes
disposal by the Fund of, or  evaluation of the net asset value of, its portfolio
securities to be unreasonable or  impracticable,  or (iv) for such other periods
as the SEC may permit.

         For information  regarding redemption orders placed through a financial
professional, please see "Financial Professionals" above.

EXCHANGE OF SHARES

         Subject to the limitations  below, an investor may exchange shares from
the Fund into shares of any other J.P.  Morgan  Series Trust Fund,  J.P.  Morgan
Institutional  Fund or J.P. Morgan Fund without charge.  An exchange may be made
so long as after the exchange the investor has shares,  in each fund in which he
or she  remains  an  investor,  with a value of at  least  that  fund's  minimum
investment  amount.  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. Shares
are exchanged on the basis of relative net asset value per share.  Exchanges are
in effect  redemptions from one fund and purchases of another fund and the usual
purchase and redemption procedures and requirements are applicable to exchanges.
The Fund generally intends to pay redemption  proceeds in cash,  however,  since
the Fund  reserves  the right at its sole  discretion  to pay  redemptions  over
$250,000 in kind as a portfolio of  representative  stocks  rather than in cash,
the Fund  reserves  the  right to deny an  exchange  request  in  excess of that
amount. See "Redemption of Shares."  Shareholders  subject to federal income tax
who exchange shares in one fund for shares in another fund may recognize capital
gain or loss for federal income tax purposes.  Shares of the fund to be acquired
are purchased for settlement when the proceeds from redemption become available.
The  Trust  reserves  the  right to  discontinue,  alter or limit  the  exchange
privilege at any time.

DIVIDENDS AND DISTRIBUTIONS

         The Fund  declares and pays  dividends and  distributions  as described
under "Dividends and Distributions" in the Prospectus.

         Dividends  and  capital  gains  distributions  paid  by  the  Fund  are
automatically reinvested in additional shares of the Fund unless the shareholder
has elected to have them paid in cash. Dividends and distributions to be paid in
cash are  credited to the  shareholder's  account at Morgan or at his  financial
professional or, in the case of certain Morgan customers, are mailed by check in
accordance  with the  customer's  instructions.  The Fund  reserves the right to
discontinue, alter or limit the automatic reinvestment privilege at any time.

         If a shareholder has elected to receive  dividends  and/or capital gain
distributions  in cash and the  postal or other  delivery  service  is unable to
deliver  checks to the  shareholder's  address  of  record,  such  shareholder's
distribution  option will  automatically be converted to having all dividend and
other distributions  reinvested in additional shares. No interest will accrue on
amounts represented by uncashed distribution or redemption checks.

NET ASSET VALUE

         The Fund  computes  its net asset  value  separately  for each class of
shares  outstanding  once daily as of the close of trading on the New York Stock
Exchange (generally 4:00 p.m. eastern time) on each business day as described in
the  Prospectus.  The  net  asset  value  will  not be  computed  on the day the
following  legal holidays are observed:  New Year's Day,  Martin Luther King Jr.
Day,  Presidents' Day, Good Friday,  Memorial Day,  Independence Day, Labor Day,
Thanksgiving  Day and  Christmas  Day. On days when U.S.  trading  markets close
early in  observance  of these  holidays,  the Fund will close for purchases and
redemptions  at the  same  time.  The Fund  also may  close  for  purchases  and
redemptions at such other times as may be determined by the Board of Trustees to
the extent  permitted  by  applicable  law. The days on which net asset value is
determined are the Fund's business days.

         The value of  investments  listed on a domestic  or foreign  securities
exchange,   including  National  Association  of  Securities  Dealers  Automated
Quotations ("NASDAQ"), other than options on stock indexes, is based on the last
sale prices on the  exchange on which the  security is  principally  traded (the
"primary  exchange").  If there has been no sale on the primary  exchange on the
valuation  date, and the spread between bid and asked  quotations on the primary
exchange  is less than or equal to 10% of the bid price  for the  security,  the
security shall be valued at the average of the closing bid and asked  quotations
on the primary exchange.  Under all other circumstances  (e.g., there is no last
sale on the  primary  exchange,  there  are no bid and asked  quotations  on the
primary exchange, or the spread between bid and asked quotations is greater than
10% of the bid price), the value of the security shall be the last sale price on
the primary  exchange up to ten days prior to the valuation date unless,  in the
judgment of the portfolio manager, material events or conditions since such last
sale necessitate fair valuation of the security.  The value of each security for
which readily available market quotations exist is based on a decision as to the
broadest  and most  representative  market for such  security.  For  purposes of
calculating  net asset value all assets and liabilities  initially  expressed in
foreign  currencies  will be  converted  into  U.S.  dollars  at the  prevailing
currency rate average on the valuation date.

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

         Trading in  securities  on most foreign  markets is normally  completed
before the close of trading in U.S.  markets  and may also take place on days on
which the U.S. markets are closed. If events  materially  affecting the value of
securities  occur  between  the time when the  market in which  they are  traded
closes  and the time  when the  Fund's  net  asset  value  is  calculated,  such
securities   will  be  valued  at  fair  value  in  accordance  with  procedures
established by and under the general supervision of the Trustees.

PERFORMANCE DATA

         From time to time,  the Fund may quote  performance  in terms of actual
distributions, total return or capital appreciation in reports, sales literature
and  advertisements  published  by the Trust.  Shareholders  may obtain  current
performance  for the  different  series by calling  JPMIM at (800)  531-5411 for
Select Shares and at (800) 766-7722 for Institutional and Advisor Shares.

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

         Total Return  Quotations.  The Fund may  advertise  "total  return" and
non-standardized total return data. The total return shows what an investment in
a Fund would have earned over a specified period of time (one, five or ten years
or since  commencement of operations,  if less) assuming that all  distributions
and dividends by the Fund were reinvested on the  reinvestment  dates during the
period and less all recurring fees.  This method of calculating  total return is
required by  regulations  of the SEC.  Total return data  similarly  calculated,
unless otherwise indicated, over the specified periods of time may also be used.
All performance figures are based on historical earnings and are not intended to
indicate future performance.

         As required by regulations  of the SEC, the annualized  total return of
the Fund for a period is computed by assuming a hypothetical  initial payment of
$1,000.  It is then assumed that all of the dividends and  distributions  by the
Fund over the period are  reinvested.  It is then assumed that at the end of the
period,  the entire  amount is  redeemed.  The  annualized  total return is then
calculated by  determining  the annual rate required for the initial  payment to
grow to the amount which would have been received upon redemption.

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

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

         Comparative  performance  information  may be used from time to time in
advertising the Fund's shares, including appropriate market indices or data from
Lipper  Analytical  Services,   Inc.,   Micropal,   Inc.,  Ibbotson  Associates,
Morningstar   Inc.,  the  Dow  Jones  Industrial   Average  and  other  industry
publications.

         From time to time,  the Fund may, in addition to any other  permissible
information,  include the  following  types of  information  in  advertisements,
supplemental  sales literature and reports to  shareholders:  (1) discussions of
general economic or financial principles (such as the effects of compounding and
the benefits of dollar-cost  averaging);  (2)  discussions  of general  economic
trends;  (3)  presentations of statistical data to supplement such  discussions;
(4)  descriptions of past or anticipated  portfolio  holdings for one or more of
the funds;  (5)  descriptions  of investment  strategies  for one or more of the
funds;  (6)  descriptions  or  comparisons  of various  savings  and  investment
products  (including,  but  not  limited  to,  qualified  retirement  plans  and
individual  stocks  and  bonds),  which may or may not  include  the  Fund;  (7)
comparisons of investment products (including the Fund) with relevant markets or
industry  indices  or other  appropriate  benchmarks;  (8)  discussions  of fund
rankings or ratings by recognized rating  organizations;  and (9) discussions of
various  statistical  methods  quantifying the Fund's volatility relative to its
benchmark or to past performance, including risk adjusted measures. The Fund may
also include  calculations,  such as hypothetical  compounding  examples,  which
describe   hypothetical   investment  results  in  such   communications.   Such
performance  examples will be based on an express set of assumptions and are not
indicative of the performance of the Fund.


PORTFOLIO TRANSACTIONS

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

     Portfolio  transactions  for the Fund  will be  undertaken  principally  to
accomplish  the Fund's  objectives.  The Fund may engage in  short-term  trading
consistent  with its  objective.  See  "Investment  Objectives  and  Policies --
Portfolio Turnover."

         In connection with portfolio transactions,  the overriding objective is
to obtain the best execution of purchase and sales orders.

         In  selecting  a broker,  the  Advisor  considers  a number of  factors
including:  the price per unit of the  security;  the broker's  reliability  for
prompt,  accurate  confirmations and on-time delivery of securities;  the firm's
financial condition;  as well as the commissions charged. A broker may be paid a
brokerage  commission in excess of that which another  broker might have charged
for effecting the same transaction if, after considering the foregoing  factors,
the Advisor decides that the broker chosen will provide the best execution.  The
Advisor monitors the  reasonableness of the brokerage  commissions paid in light
of the  execution  received.  The  Trustees of the Trust  review  regularly  the
reasonableness  of commissions and other  transaction costs incurred by the Fund
in light of facts and  circumstances  deemed relevant from time to time, and, in
that  connection,  will  receive  reports  from the Advisor and  published  data
concerning  transaction  costs incurred by  institutional  investors  generally.
Research  services  provided  by  brokers  to which the  Advisor  has  allocated
brokerage  business in the past  include  economic  statistics  and  forecasting
services,   industry  and  company  analyses,   portfolio   strategy   services,
quantitative data, and consulting  services from economists,  political analysts
and electronic  trading tools.  Research services  furnished by brokers are used
for the benefit of all the Advisor's  clients and not solely or necessarily  for
the  benefit  of the Fund.  The  Advisor  believes  that the  value of  research
services  received is not  determinable  and does not  significantly  reduce its
expenses.  The Fund does not  reduce its fee to the  Advisor by any amount  that
might be attributable to the value of such services.

         Subject to the overriding  objective of obtaining the best execution of
orders, the Advisor may allocate a portion of the Fund's brokerage  transactions
to affiliates of the Advisor.  Under the 1940 Act,  persons  affiliated with the
Fund and persons  who are  affiliated  with such  persons  are  prohibited  from
dealing with the Fund as principal in the purchase and sale of securities unless
a permissive order allowing such transactions is obtained from the SEC. However,
affiliated   persons  of  the  Fund  may  serve  as  its  broker  in  listed  or
over-the-counter  transactions conducted on an agency basis provided that, among
other  things,  the fee or  commission  received  by such  affiliated  broker is
reasonable and fair compared to the fee or commission received by non-affiliated
brokers in connection with comparable transactions. In addition, the Fund may no
purchase securities during the existence of any underwriting  syndicate for such
securities  of which the  Advisor  or an  affiliate  is a member or in a private
placement in which the Advisor or an affiliate  serves as placement agent except
pursuant to procedures adopted by the Board of Trustees of the Trust that either
comply with rules adopted by the SEC or with interpretations of the SEC's staff.

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

         If the Fund effects a closing  purchase  transaction with respect to an
option  written by it,  normally such  transaction  will be executed by the same
broker-dealer who executed the sale of the option. The writing of options by the
Fund  will be  subject  to  limitations  established  by  each of the  exchanges
governing the maximum  number of options in each class which may be written by a
single investor or group of investors  acting in concert,  regardless of whether
the  options  are  written  on the same or  different  exchanges  or are held or
written in one or more  accounts or through one or more  brokers.  The number of
options  which the Fund may write may be  affected  by  options  written  by the
Advisor  for  other  investment  advisory  clients.  An  exchange  may order the
liquidation  of  positions  found to be in  excess of these  limits,  and it may
impose certain other sanctions.

MASSACHUSETTS TRUST

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

         No  personal  liability  will  attach  to the  shareholders  under  any
undertaking  containing such provision when adequate notice of such provision is
given,  except  possibly in a few  jurisdictions.  With  respect to all types of
claims in the latter jurisdictions,  (i) tort claims, (ii) contract claims where
the  provision  referred to is omitted  from the  undertaking,  (iii) claims for
taxes,  and  (iv)  certain  statutory  liabilities  in  other  jurisdictions,  a
shareholder  may be held  personally  liable to the extent  that  claims are not
satisfied by the Fund. However, upon payment of such liability,  the shareholder
will be  entitled to  reimbursement  from the  general  assets of the Fund.  The
Trustees  intend to conduct the  operations  of the Trust in such a way so as to
avoid,  as  far  as  possible,   ultimate  liability  of  the  shareholders  for
liabilities of the Funds.


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

DESCRIPTION OF SHARES

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

         The  Declaration  of Trust  permits the  Trustees to issue an unlimited
number of full and  fractional  shares  ($0.001 par value) of one or more series
and classes  within any series and to divide or combine the shares of any series
without changing the  proportionate  beneficial  interest of each shareholder in
the Fund.  The Fund is authorized to issue Select Shares,  Institutional  Shares
and Advisor Shares.

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

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

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

         For  information  relating to  mandatory  redemption  of Fund shares or
their  redemption  at the option of the Trust under certain  circumstances,  see
"Redemption of Shares."

TAXES

         The following  discussion of tax  consequences is based on U.S. federal
tax laws in  effect on the date of this  Statement  of  Additional  Information.
These  laws  and   regulations   are  subject  to  change  by   legislative   or
administrative action, possibly on a retroactive basis.

         The Fund  intends to qualify as a regulated  investment  company  under
Subchapter  M of the Code.  As a regulated  investment  company,  the Fund must,
among other things,  (a) derive at least 90% of its gross income from dividends,
interest, payments with respect to loans of stock and securities, gains from the
sale or other  disposition  of stock,  securities or foreign  currency and other
income  (including but not limited to gains from options,  futures,  and forward
contracts)  derived  with  respect to its  business of  investing in such stock,
securities or foreign  currency;  and (b) diversify its holdings so that, at the
end of each  quarter of its taxable  year,  (i) at least 50% of the value of the
Fund's  total  assets  is  represented  by cash,  cash  items,  U.S.  Government
securities,  securities  of other  regulated  investment  companies,  and  other
securities  limited, in respect of any one issuer, to an amount not greater than
5% of the Fund's total assets,  and 10% of the outstanding  voting securities of
such  issuer,  and (ii) not more than 25% of the  value of its  total  assets is
invested  in the  securities  of any one  issuer  (other  than  U.S.  Government
securities or securities of other regulated investment companies).

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

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

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

         Distributions of net investment income, certain foreign currency gains,
and realized net short-term capital gain in excess of net long-term capital loss
(other than exempt interest  dividends) are generally taxable to shareholders of
the Fund as ordinary  income  whether  such  distributions  are taken in cash or
reinvested  in  additional  shares.  The Fund  expects  that a portion  of these
distributions   to   corporate   shareholders   will   be   eligible   for   the
dividends-received  deduction, subject to applicable limitations under the Code.
If dividend  payments  exceed income earned by the Fund,  the over  distribution
would be considered a return of capital rather than a dividend payment. The Fund
intends to pay dividends in such a manner so as to minimize the possibility of a
return of capital.  Distributions  of net  long-term  capital  gain  (i.e.,  net
long-term capital gain in excess of net short-term  capital loss) are taxable to
shareholders of the Fund as long-term  capital gain,  regardless of whether such
distributions  are  taken  in  cash  or  reinvested  in  additional  shares  and
regardless  of how long a  shareholder  has held shares in the Fund. In general,
long-term  capital gain of an  individual  shareholder  will be subject to a 20%
rate of tax.

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

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

         Any gain or loss realized on the  redemption or exchange of Fund shares
by a shareholder  who is not a dealer in securities will be treated as long-term
capital  gain or loss if the shares  have been held for more than one year,  and
otherwise  as  short-term  capital  gain or loss.  Long-term  capital gain of an
individual  holder is subject to a maximum  tax rate of 20%.  However,  any loss
realized by a shareholder  upon the redemption or exchange of shares in the Fund
held for six months or less will be treated as a long-term  capital  loss to the
extent of any long-term capital gain  distributions  received by the shareholder
with  respect  to such  shares.  In  addition,  no loss will be  allowed  on the
redemption  or exchange of shares of the Fund,  if within a period  beginning 30
days before the date of such  redemption  or  exchange  and ending 30 days after
such date,  the  shareholder  acquires (such as through  dividend  reinvestment)
securities that are substantially identical to shares of the Fund. Investors are
urged  to  consult  their  tax  advisors   concerning  the  limitations  on  the
deductibility of capital losses.

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

         Forward currency contracts,  options and futures contracts entered into
by the Fund may create "straddles" for U.S. federal income tax purposes and this
may affect the character and timing of gains or losses realized by the Portfolio
on  forward  currency  contracts,  options  and  futures  contracts  or  on  the
underlying securities.

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

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

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

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

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

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

         Foreign  Taxes.  It is expected that the Fund may be subject to foreign
withholding  taxes or other  foreign  taxes  with  respect  to income  (possibly
including,  in some cases,  capital gains)  received from sources within foreign
countries.  So long as more than 50% in value of the total assets of the Fund at
the  close of any  taxable  year  consists  of stock or  securities  of  foreign
corporations,  the Fund may elect to treat any foreign  income taxes deemed paid
by it as paid directly by its shareholders.  The Fund will make such an election
only if it deems it to be in the best  interest  of its  shareholders.  The Fund
will notify its  shareholders  in writing each year if it makes the election and
of the  amount of foreign  income  taxes,  if any,  to be treated as paid by the
shareholders and the amount of foreign taxes, if any, for which  shareholders of
the Fund will not be eligible to claim a foreign tax credit  because the holding
period requirements (described below) have not been satisfied. If the Fund makes
the  election,  each  shareholder  will be required to include in his income (in
addition to the dividends and distributions he receives) his proportionate share
of the  amount  of  foreign  income  taxes  deemed  paid by the Fund and will be
entitled to claim either a credit (subject to the limitations  discussed  below)
or, if he itemizes  deductions,  a deduction for his share of the foreign income
taxes in computing federal income tax liability. (No deduction will be permitted
in computing an individual's alternative minimum tax liability.) Shareholders of
the Fund will not be  eligible  to claim a foreign  tax credit  with  respect to
taxes  paid by the  Fund  (notwithstanding  that the Fund  elects  to treat  the
foreign  taxes deemed paid by it as paid  directly by its  shareholders)  unless
certain holding period  requirements are met. A shareholder who is a nonresident
alien individual or a foreign corporation may be subject to U.S. withholding tax
on the income resulting from the election  described in this paragraph,  but may
not be able to claim a credit or deduction against such U.S. tax for the foreign
taxes treated as having been paid by such shareholder.  A tax-exempt shareholder
will not  ordinarily  benefit  from this  election.  Shareholders  who choose to
utilize a credit  (rather than a deduction) for foreign taxes will be subject to
the  limitation  that the  credit  may not exceed  the  shareholder's  U.S.  tax
(determined  without regard to the  availability of the credit)  attributable to
his or her total foreign source taxable income. For this purpose, the portion of
dividends  and  distributions  paid by the Fund  from  its  foreign  source  net
investment  income will be treated as foreign source income The Fund's gains and
losses from the sale of securities as well as certain foreign currency gains and
losses will generally be treated as derived from U.S. sources. The limitation on
the foreign tax credit is applied separately to foreign source "passive income,"
such as the  portion of  dividends  received  from the Fund which  qualifies  as
foreign source income. In addition,  the foreign tax credit is allowed to offset
only 90% of the alternative minimum tax imposed on corporations and individuals.
Because  of  these  limitations,  if the  election  is  made,  shareholders  may
nevertheless  be  unable  to  claim  a  credit  for the  full  amount  of  their
proportionate  shares of the foreign  income taxes paid by the Fund.  Individual
shareholders of the Fund with $300 or less of creditable  foreign taxes ($600 in
the case of an  individual  shareholder  filing  jointly) may elect to be exempt
from the foreign tax credit limitation rules described above (other than the 90%
limitation  applicable for purposes of the  alternative  minimum tax),  provided
that all of such  individual  shareholder's  foreign source income is "qualified
passive income" (which generally includes interest,  dividends, rents, royalties
and certain other types of income) and further provided that all of such foreign
source  income  is  shown  on one or  more  payee  statements  furnished  to the
shareholder.  Shareholders  making this  election will not be permitted to carry
over any excess  foreign  taxes to or from a tax year to which such an  election
applies.

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

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

ADDITIONAL INFORMATION

         Telephone  calls to the Fund,  Morgan or a  financial  professional  as
shareholder servicing agent may be tape recorded. With respect to the securities
offered hereby, this Statement of Additional Information and the Prospectuses do
not contain all the information included in the Trust's  Registration  Statement
filed with the SEC under the 1933 Act and the  Trust's  Registration  Statements
filed  under the 1940 Act.  Pursuant  to the rules and  regulations  of the SEC,
certain portions have been omitted.  The Registration  Statements  including the
exhibits filed  therewith may be examined at the office of the SEC in Washington
D.C.

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

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





<PAGE>


                                       A-3

APPENDIX A
Description of Securities Ratings


STANDARD & POOR'S

Corporate and Municipal Bonds

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

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

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

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

BB - Debt  rated BB are  regarded  as having  less  near-term  vulnerability  to
default  than  other  speculative  issues.  However,  they  face  major  ongoing
uncertainties or exposure to adverse business,  financial or economic conditions
which could lead to  inadequate  capacity to meet timely  interest and principal
payments.

B - An obligation  rated B is more  vulnerable to  nonpayment  than  obligations
rated BB, but the  obligor  currently  has the  capacity  to meet its  financial
commitment  on  the  obligation.   Adverse  business,   financial,  or  economic
conditions will likely impair the obligor's  capacity or willingness to meet its
financial commitment on the obligation.

Commercial Paper

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

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

MOODY'S

Corporate and Municipal Bonds

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


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

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

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

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

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

Commercial Paper

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

     - Leading market positions in well established industries.  - High rates of
return on funds employed. - Conservative capitalization structures with moderate
reliance  on debt and  ample  asset  protection.  - Broad  margins  in  earnings
coverage of fixed financial  charges and high internal cash  generation.  - Well
established  access to a range of  financial  markets  and  assured  sources  of
alternate liquidity.



PART C
ITEM 23.  EXHIBITS.

 (a) Declaration of Trust.(1)

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

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

     (a)3 Amendment No. 3 to  Declaration  of Trust,  Third Amended and Restated
Establishment  and  Designation  of Series and  Classes of Shares of  Beneficial
Interest.(6)

     (a)4 Amendment No. 4 to  Declaration of Trust,  Fourth Amended and Restated
Establishment  and  Designation  of Series and  Classes of Shares of  Beneficial
Interest.(8)

     (a)5 Amendment No. 5 to  Declaration  of Trust,  Fifth Amended and Restated
Establishment  and  Designation  of Series and  Classes of Shares of  Beneficial
Interest.(10)

     (a)6 Amendment No. 6 to  Declaration  of Trust,  Sixth Amended and Restated
Establishment  and  Designation  of Series and  Classes of Shares of  Beneficial
Interest.(14)

     (a)7 Amendment No. 7 to Declaration of Trust,  Seventh Amended and Restated
Establishment  and  Designation  of Series and  Classes of Shares of  Beneficial
Interest.(14)

     (a)8 Amendment No. 8 to Declaration of Trust. , Eighth Amended and Restated
Establishment  and  Designation  of Series and  Classes of Shares of  Beneficial
Interest.(15)

 (b)  Restated By-Laws.(2)

 (b)(1) Amendment to Restated By-Laws of Registrant. (12)

     (d) Amended  Investment  Advisory  Agreement  between  Registrant  and J.P.
Morgan Investment Management Inc. ("JPMIM").(9)

     (d)1 Amended  Investment  Advisory  Agreement  between  Registrant and J.P.
Morgan Investment Management Inc.(15)

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

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

(g)2 Custodian  Contract  between  Registrant  and Bank of New  York.(12)

 (h)1 Form of Co-Administration Agreement between Registrant and FDI.(2)

(h)2 Form of Administrative Services Agreement between Registrant  and
Morgan Guaranty Trust Company of New York ("Morgan").(2)

     (h)3 Form of Transfer Agency and Service Agreement  between  Registrant and
State Street.(2)

     (h)4 Form of Restated  Shareholder  Servicing  Agreement between Registrant
and Morgan.(9)

(h)5 Form of Shareholder  Servicing  Agreement between Registrant
and Morgan. (15)

(j) Consent of independent accountants.

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

(n) Financial Data Schedules (not applicable)

(o)1 18f-3 Plan for J.P. Morgan California Bond Fund.(3)

(o)2 18f-3 Plan for J.P. Morgan Global 50 Fund. (7)

(o)3 18f-3 Plan for J.P. Morgan Tax Aware Enhanced Income Fund (11)

     (o)4 18f-3 Plan for J.P.  Morgan  Global  Healthcare  Fund and J.P.  Morgan
Global Technology and Telecommunication Fund.

(p)(1) Code of Ethics for J.P.  Morgan Series Trust. (13)

(p)(2) Code of Ethics for J.P. Morgan Investment Management Inc. (13)

(p)(3) Code of Ethics for Funds Distributor Inc. (13)

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

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

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

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

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

(6) Incorporated herein from Registrant's  registration  statement on
      Form   N-1A   as   filed   on   January   2,   1998    (Accession
      No.0001041455-98-000012).

(7) Incorporated herein from Registrant's  registration  statement on
      Form N-1A as filed on March 2, 1998 (Accession No.
      0001042058-98-000030).

(8) Incorporated  herein from Registrant's  registration  statement on
      Form N-1A as filed on July 28, 1998 (Accession No.
      0001041455-98-000039).

(9) Incorporated herein from Registrant's  registration  statement on
      Form N-1A as filed on August 25, 1998 (Accession No.
      0001041455-98-000054).

(10) Incorporated herein from Registrant's  registration statement on Form
        N-1A as filed on December 30, 1998(Accession No. 0001041455-98-000054).

(11) Incorporated herein from Registrant's  registration  statement on
        Form N-1A as filed on February 1, 1999 (Accession No.
        0000899681-99-000024).

(12) Incorporated herein from Registrant's  registration  statement on
        Form   N-1A   as   filed   on   February 28, 2000    (Accession
        No. 0001041455-00-000052).

(13) Incorporated herein from Registrant's  registration  statement on
        Form N-1A as filed on April 17, 2000 (Accession No.
        0001041455-00-000096).

(14) Incorporated herein from Registrant's  registration  statement on
        Form N-1A as filed on June 28, 2000 (Accession No. 0001041455-
        00-000136

(15) Incorporated herein from Registrants registration statement on
        Form N-1A as filed on July 31, 2000 (Accession No. 0001016937-
        00-000008)
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE FUND.

               Not applicable.

ITEM 25. INDEMNIFICATION.

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

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

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

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER.

          JPMIM is a registered investment adviser under the Investment Advisers
Act of 1940, as amended, and is a wholly owned subsidiary of J.P. Morgan & Co.
Incorporated. JPMIM manages employee benefit funds of corporations, labor unions
and state and local governments and the accounts of other institutional
investors, including investment companies.

          To the knowledge of the Registrant, none of the directors, except
those set forth below, or executive officers of JPMIM, 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 JPMIM also hold various positions with, and engage in business for, J.P.
Morgan & Co. Incorporated, which owns all the outstanding stock of JPMIM.

ITEM 27. PRINCIPAL UNDERWRITERS.

          (a) Funds Distributor, Inc. (the "Distributor") is the principal
underwriter of the Registrant's shares.

          Funds Distributor, Inc. acts as principal underwriter for the
following investment companies other than the Registrant:

American Century California Tax-Free and Municipal Funds
American Century Capital Portfolios, Inc.
American Century Government Income Trust
American Century International Bond Funds
American Century Investment Trust
American Century Municipal Trust
American Century Mutual Funds, Inc.
American Century Premium Reserves, Inc.
American Century Quantitative Equity Funds
American Century Strategic Asset Allocations, Inc.
American Century Target Maturities Trust
American Century Variable Portfolios, Inc.
American Century World Mutual Funds, Inc.
BJB Investment Funds
The Brinson Funds
Dresdner RCM Capital Funds, Inc.
Dresdner RCM Equity Funds, Inc.
Harris Insight Funds Trust
HT Insight Funds, Inc. d/b/a Harris Insight Funds
J.P. Morgan Funds
J.P. Morgan Institutional Funds
J.P. Morgan Series Trust II
LaSalle Partners Funds, Inc.
Monetta Fund, Inc.
Monetta Trust
The Montgomery Funds
The Montgomery Funds II
The Munder Framlington Funds Trust
The Munder Funds Trust
The Munder Funds, Inc.
Orbitex Group of Funds
St. Clair Funds, Inc.
The Skyline Funds
Waterhouse Investors Family of Funds, Inc.
WEBS Index Fund, Inc.

          Funds Distributor, Inc. does not act as depositor or investment
adviser to any of the investment companies.

          Funds Distributor, Inc. is registered with the Securities and Exchange
Commission as a broker-dealer and is a member of the National Association of
Securities Dealers. Funds Distributor, Inc. is located at 60 State Street, Suite
1300, Boston, Massachusetts 02109. Funds Distributor, Inc. is an indirect
wholly-owned subsidiary of Boston Institutional Group, Inc., a holding company
all of whose outstanding shares are owned by key employees.

          (b) The following is a list of the executive officers, directors and
partners of Funds Distributor, Inc.:

Director, President and Chief Executive Officer:      Marie E. Connolly
Executive Vice President:                             George Rio
Executive Vice President:                             Donald R. Roberson
Executive Vice President:                             William S. Nichols
Director, Senior Vice President, Treasurer and
  Chief Financial Officer:                            Joseph F. Tower, III
Senior Vice President, General Counsel,
  Chief Compliance Officer, Secretary and Clerk:      Margaret M. Chambers
Senior Vice President:                                Judith K. Benson
Senior Vice President:                                Gary S. MacDonald
Director, Chairman of the Board and Executive
  Vice President:                                     William J. Nutt

(c) Not applicable

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS.

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

          Morgan Guaranty Trust Company of New York and J.P. Morgan Investment
Management Inc.: 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).

          The Bank of New York, 1 Wall Street, New York, New York 10086 (records
relating to its functions as custodian and fund accounting 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 29. MANAGEMENT SERVICES.

               Not applicable.

ITEM 30. UNDERTAKINGS.

          (a)  If the information called for by Item 5A of Form N-1A is
               contained in the latest annual report to shareholders, the
               Registrant shall furnish each person to whom a prospectus is
               delivered with a copy of the Registrant's latest annual report to
               shareholders upon request and without charge.

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

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized, in the
City of New York and State of New York on the 31st day of August, 2000.

J.P. MORGAN SERIES TRUST


By /s/ Christopher Kelley
   ---------------------------------------
       Christopher Kelley
       Vice President and Assistant Secretary

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 August 31, 2000.

George Rio*
--------------------------
George Rio
President and Treasurer
Officer of the Portfolios

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

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

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

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

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


*By /s/ Christopher Kelley
    ----------------------------
        Christopher Kelley
        as attorney-in-fact pursuant to a power of attorney.


Exhibit Index

Ex-99B.B11 Auditors Consent
Ex-99.B9 18f-3 Plan



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