JP MORGAN SERIES TRUST
485APOS, 2000-07-28
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                 As filed with the U.S. Securities and Exchange
                        Commission on July 28, 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. 25

                                       AND

         REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

                                AMENDMENT NO. 26

                            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):

[ ] Immediately upon filing pursuant to paragraph (b)
[ ] on   (date)   pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(i)
[ ] on   (date)   pursuant to paragraph (a)(i)
[X] 75 days after filing pursuant to paragraph (a)(ii)
[ ] on   (date)   pursuant to paragraph (a)(ii) of Rule 485.

If appropriate, check the following box:

[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
<PAGE>

                              ____________, 2000 PROSPECTUS


J.P. MORGAN GLOBAL TECHNOLOGY,
MEDIA & TELECOMMUNICATIONS FUND

                                        ---------------------------
                                        Seeking high total return from a
                                        portfolio of global equity securities in
                                        the technology, media 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.

                                                                       JP MORGAN

Distributed by Funds Distributor, Inc.

<PAGE>
CONTENTS

<TABLE>
<CAPTION>
                                        J.P. MORGAN GLOBAL TECHNOLOGY,
                                        MEDIA & TELECOMMUNICATIONS
                                        FUND
--------------------------- ---------   ---------------------------------------

<S>                          <C>        <C>
The fund's goal,             --
principal strategies,                   Fund description.......................
principal risks,                        Investor expenses......................
performance and expenses


                                        GLOBAL EQUITY MANAGEMENT
                                        APPROACH
--------------------------- ---------   ---------------------------------------

J.P. Morgan's investment     --         J.P. Morgan............................
philosophy                              J.P. Morgan Global Technology,.........
                                        Media & Telecommunications
                                        Fund...................................
                                        Who may want to invest.................
                                        Global equity investment
                                        process................................

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

Investing in the J.P.        --         Investing through a financial professional..
Morgan Global                           Investing through an employer-sponsored
Technology, Media &                     retirement plan.............................
Telecommunications Fund                 Investing through an IRA or rollover IRA....
                                        Investing directly..........................
                                        Opening your account........................
                                        Adding to your account......................
                                        Selling shares..............................
                                        Account and transaction policies............
                                        Dividends and distributions.................
                                        Tax considerations..........................


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

More about risk and the       --        Business structure..........................
fund's business operations              Management and administration...............
                                        [Performance of Private Accounts]...........
                                        Risk and reward elements....................

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

--------------------------   ---------   ---------------------------------------
</TABLE>

<PAGE>
J.P. MORGAN GLOBAL TECHNOLOGY, MEDIA
& TELECOMMUNICATIONS FUND
                                                         TICKER SYMBOL: ________
------------------------------------------------------------------------------

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 ____ - ____.

GOAL

The fund seeks to provide high total return from a diversified portfolio of
equity securities in the technology, media and telecommunications sectors
worldwide. This goal can be changed without shareholder approval.

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, media 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; companies that own or
operate broadcast television, radio or cable stations or advertising or
publishing businesses; 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
hedge 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.

The fund may invest in companies of any size; however, emphasis will be given to
securities of large-capitalization companies and, to a lesser extent,
medium-capitalization companies that, in the opinion of fund management,
demonstrate a favorable investment opportunity. Under normal market conditions,
the fund will remain fully invested. Using its global perspective, J.P. Morgan
uses the investment process described on page __ 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.

Because the fund's investments are concentrated in the technology, media 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. 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.

 .........
[RIGHT SIDE BAR]

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

PORTFOLIO MANAGEMENT

The fund's assets are managed by J.P. Morgan, which currently manages
approximately $[376] billion, including more than $ _______ billion using
similar strategies as the fund.

The portfolio management team is led by _______________, managing director, who
has been at J.P. Morgan since ____________.

<PAGE>

[RIGHT SIDE BAR]

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.

<PAGE>
<TABLE>
<CAPTION>
INVESTOR EXPENSES

<S>                                                  <C>
The estimated expenses of the fund before and       ANNUAL FUND OPERATING EXPENSES1 (%)
                                                    -----------------------------------
after reimbursement are shown at right.  The fund   (expenses that are deducted from fund assets)
has no sales, redemption, exchange, or account
fees, although some institutions may charge you a   Management fees                                         1.25
fee for shares you buy through them.  The annual    Distribution (12b-1) fees                               none
fund expenses after reimbursement are deducted      Other expenses                                          ____
from fund assets prior to performance               ____________________________________________
calculations.
                                                    TOTAL OPERATING EXPENSES                                ____

                                                    Fee waiver and
                                                    expense reimbursement2                                  ____
                                                    --------------------------------------------

EXPENSE EXAMPLES2                                   NET EXPENSES2                                           1.50
                                                    --------------------------------------------
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
_______ through _______ 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($)               ____       ____

---------------------------------------------------
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 __/ __/ 00 by Morgan Guaranty Trust Company of
     New York, an affiliate of J.P. Morgan, to reimburse the fund to the extent
     expenses (excluding extraordinary expenses) exceed 1.50% of the fund's
     average daily net assets through __/ __/01.
</TABLE>

<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 [375] analysts and portfolio
managers around the world and has more than [$376] billion in assets under
management, including assets managed by the fund's adviser, J.P. Morgan
Investment Management Inc.

J.P. MORGAN GLOBAL TECHNOLOGY, MEDIA
& TELECOMMUNICATIONS FUND
The fund invests primarily in stocks and other equity securities of U.S. and
foreign companies principally conducting business in the technology, media and
telecommunications sectors. As a shareholder, you should anticipate risks and
rewards beyond those of a typical equity fund investing solely in U.S. stocks
representing a broader range of industries.
[RIGHT SIDE BAR]

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, media 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, media and
     telecommunications sectors

o    are looking for a less aggressive stock investment

<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

[LEFT SIDE BAR]

J.P. MORGAN ANALYSTS DEVELOP PROPRIETARY FUNDAMENTAL RESEARCH

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,
media 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, media and telecommunications sectors includes more than
___ members, with an average of over ___ years of experience.

[LEFT SIDE BAR]

USING RESEARCH AND VALUATIONS, THE FUND'S MANAGEMENT TEAM CHOOSES STOCKS FOR THE
FUND

STOCK SELECTION Using research as the basis for investment decisions, J.P.
Morgan portfolio managers construct a diversified stock 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 focuses 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.

[LEFT SIDE BAR]

MORGAN MAY ADJUST CURRENCY EXPOSURE TO SEEK TO MANAGE RISKS AND ENHANCE RETURNS

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.

<PAGE>
YOUR INVESTMENT

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

INVESTING THROUGH A FINANCIAL PROFESSIONAL

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

INVESTING 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.

OPENING YOUR ACCOUNT

     BY WIRE

o    Mail your completed application to the Shareholder Services Agent.

o    Call the Shareholder Services Agent to obtain an account number and to
     place a purchase order. FUNDS THAT ARE WIRED WITHOUT A PURCHASE ORDER WILL
     BE RETURNED UNINVESTED.

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

     State Street Bank & Trust Company
     ROUTING NUMBER: 011-000-028
     CREDIT:  J.P. Morgan Funds
     ACCOUNT NUMBER:  9904-226-9
     FFC:  Your account number, name of registered owner(s) and fund name.

     BY CHECK

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

o    Mail the check with your completed application to the 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.

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.

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.

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

TRANSFER AGENT
STATE STREET BANK AND TRUST COMPANY
P.O. Box 8411
Boston, MA 02266-8411
Attention:  JP Morgan Funds Services
------------------------------------------------------------------

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 (generally 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.



------------------------------------------------------------------
SHAREHOLDER SERVICES AGENT
Morgan Christiana Center
J.P. MORGAN FUNDS SERVICES-2/OPS3
500 Stanton Christiana Road
Newark, DE  19713
1-800-521-5411

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

<PAGE>
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.

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.

<PAGE>
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:



ADVISORY SERVICES                1.25% of the fund's
                                 average net assets


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

[PERFORMANCE OF PRIVATE ACCOUNTS

The fund's investment objective and policies are substantially similar to those
used by J.P. Morgan in managing certain discretionary investment management
accounts. The chart below shows the historical investment performance for a
composite of these private accounts (the "Private Account Composite") and for
the fund's benchmark index.

The performance of Private Account Composite does not represent the fund's
performance nor should it be interpreted as indicative of the fund's future
performance. The accounts in the Private Account Composite are not subject to
the same regulatory requirements and limitations imposed on mutual funds. If the
accounts included in the Private Account Composite had been subject to these
regulatory requirements and limitations, their performance might have been
lower.

Additionally, although it is anticipated that the fund and the Private Account
Composite will hold similar securities, their investment results are expected to
differ. In particular, difference in asset size and cash flow resulting from
purchases and redemptions of fund shares may result in different securities
selections, differences in the relative weightings of securities or differences
in the prices paid for particular fund holdings.

The performance of the Private Account Composite reflects the deductions of the
fund's estimated total operating expenses, after expense reimbursement, and the
reinvestment of dividends and other distributions.

<TABLE>
<CAPTION>
                                                                            Annual Total Returns for the Year Ended December 31,

<S>                     <C>     <C>      <C>      <C>      <C>     <C>      <C>      <C>      <C>      <C>
                        1990    1991     1992     1993     1994    1995     1996     1997     1998     1999
PRIVATE ACCOUNT            %       %        %        %        %       %        %        %        %        %
COMPOSITE
----------------------- ------- -------- -------- -------- ------- -------- -------- -------- -------- -------
S&P 500                 3.11%   30.47%   7.62%    10.08%   1.32%   37.58%   22.96%   33.36%   28.58%   21.04%
----------------------- ------- -------- -------- -------- ------- -------- -------- -------- -------- -------
</TABLE>

The Private Account Composite currently includes all discretionary accounts
managed by J.P. Morgan using a substantially similar investment strategy as the
fund. The inception date for the Private Account Composite was __________. Prior
to __________, the composite may not have included all discretionary accounts.]

<PAGE>
RISK AND REWARD ELEMENTS

<TABLE>
<CAPTION>
This table  discusses  the main  elements  that make up the         It also outlines the fund's policies toward
fund's overall risk and reward characteristics.                     various securities, including those that are
                                                                    designed to help the fund manage risk.
---------------------------------------- ------------------------------- -----------------------------------------------
POTENTIAL RISKS                          POTENTIAL REWARDS               POLICIES TO BALANCE RISK AND REWARD
---------------------------------------- ------------------------------- -----------------------------------------------

<S>                                  <C>                              <C>
MARKET CONDITIONS
o              The fund's share       o        Stocks have            o        Under normal circumstances, the fund
      price and performance will               generally outperformed         plans to remain fully invested, with at
      fluctuate in response to stock           more stable investments        least 65% in stocks; stock investments
      market movements                         (such as bonds and cash        may include U.S. and foreign common
                                               equivalents) over the          stocks, convertible securities,
                                               long term                      preferred stocks, trust or partnership
                                                                              interests, warrants, rights, and
                                                                              investment company securities

o        Adverse market conditions may                                   o        The fund seeks to limit risk through
     from time to time cause the fund                                         diversification
     to take a temporary defensive
     position that is inconsistent                                       o        During severe market downturns, the
     with its principal investment                                            fund has the option of investing up to
     strategies and may hinder the                                            100% of assets in investment-grade
     fund from achieving its                                                  short-term securities
     investment objective

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

SECTOR CONCENTRATION
O        The value of fund shares will   o        Stocks within these    o        The fund's portfolio is diversified
     be affected by factors peculiar          sectors have generally          across several sub-sectors and
     to the sectors in which the fund         out-performed the               throughout several geographic regions to
     invests, and, as a result, may           broader market indices          reduce sector concentration risk
     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     o        The fund actively manages the
     movements could reduce gains or          rate movements could            currency exposure of its foreign
     create losses                            generate gains or reduce        investments and may hedge a portion of
                                              losses                          its foreign currency exposure into the
                                                                              U.S. dollar or other currencies which
                                                                              the adviser deems more attractive (see
                                                                              also "Derivatives")

o        The fund could lose money       o        Foreign investments,
     because of foreign government            which represent a major
     actions, political instability or        portion of the world's
     lack of adequate and accurate            securities, offer
     information                              attractive potential
                                              performance and
                                              opportunities for
                                              diversification

DERIVATIVES
o        Derivatives such as futures,    o        Hedges that            o        The fund uses derivatives for
     options, swaps and forward               correlate well with             hedging and for risk management (i.e.,
     foreign currency contracts that          underlying positions can        to establish or adjust exposure to
     are used for hedging the                 reduce or eliminate             particular securities, markets or
     portfolio or specific securities         losses at low cost              currencies); risk management may include
     may not fully offset the                                                 management of a fund's exposure relative
     underlying positions and this       o        The fund could make         to its benchmark
     could result in losses to the            money and protect
     fund that would not have                 against losses if
     otherwise occurred 3                     management's analysis
                                              proves correct

o        Derivatives used for risk       o        Derivatives that       o        The fund only establishes hedges
     management may not have the              involve leverage could          that it expects will be highly
     intended effects and may result          generate substantial            correlated with underlying positions
     in losses or missed opportunities        gains at low cost

o        The counterparty to a                                           o        While the fund may use derivatives
     derivatives contract could default                                       that incidentally involve leverage, it
o        Certain types of derivatives                                         does not use them for the specific
     involve costs to the fund which                                          purpose of leveraging its portfolio
     can reduce returns

o        Derivatives that involve
     leverage could magnify losses

SECURITIES LENDING
O        When the fund lends a           o        The fund may enhance   o        J.P. Morgan maintains a list of
     security, there is a risk that           income through the              approved borrowers
     the loaned securities may not be         investment of the          o        The fund receives collateral equal
     returned if the borrower defaults        collateral received from        to at least 100% of the current value of
O        The collateral will be               the borrower                    securities loaned
     subject to the risks of the                                         o        The lending agents indemnify the
     securities in which it is invested                                       fund against 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             o        These holdings may     o        The fund may not invest more than
     difficulty valuing these holdings        offer more attractive           15% of net assets in illiquid holdings
     precisely                                yields or potential
                                              growth than comparable     o        To maintain adequate liquidity to
o        The fund could be unable to          widely traded securities        meet redemptions, the fund may hold
     sell these holdings at the time                                          investment-grade short-term securities
     or price it desires                                                      (including 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 securities o The fund can take o The fund uses
     segregated accounts to before issue or for delayed advantage of attractive
     offset leverage risk delivery, it could be exposed to transaction
     opportunities leverage risk if it does not use segregated accounts

SHORT-TERM TRADING
O        Increased trading would raise   o        The fund could         o        The fund generally avoids short-term
     the fund's brokerage and related         realize gains in a short        trading, except to take advantage of
     costs                                    period of time                  attractive or unexpected opportunities
                                                                              or to meet demands generated by
                                                                              shareholder activity

o        Increased short-term capital    o        The fund could         o        The expected annual portfolio
     gains distributions would raise          protect against losses          turnover rate for the fund is 70-100%
     shareholders' income tax liability       if a stock is overvalued
                                              and its value later falls

</TABLE>

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

3        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 quantity of an underlying instrument at a
         pre-determined 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.


<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 GLOBAL TECHNOLOGY, MEDIA
& TELECOMMUNICATIONS FUND                 TELEPHONE:  1-800-521-5411
Morgan Christiana Center                  HEARING IMPAIRED:  1-888-468-4015
J.P. Morgan Funds Services-2/OPS3         EMAIL:  [email protected]
500 Stanton Christiana Road
Newark, DE 19713

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.

 [RIGHT SIDE BAR]

J.P. MORGAN FUNDS AND THE MORGAN TRADITION

The J.P. Morgan 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, the
J.P. Morgan Funds offer a broad array of distinctive opportunities for mutual
fund investors.

JP MORGAN

-------------------------------------------------------------------------------
J.P. Morgan Funds

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

--------

<PAGE>
                                            ____________, 2000     PROSPECTUS


J.P. MORGAN INSTITUTIONAL GLOBAL TECHNOLOGY,
MEDIA & TELECOMMUNICATIONS FUND

                                        ---------------------------
                                        Seeking high total return from a
                                        portfolio of global equity securities in
                                        the technology, media 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.

                                    JP MORGAN

Distributed by Funds Distributor, Inc.

<PAGE>
CONTENTS
<TABLE>
<CAPTION>

                                                        J.P. MORGAN GLOBAL TECHNOLOGY, MEDIA & TELECOMMUNICATIONS
                                                        FUND
-----------------------------------------   ---------   -------------------------------------------------------------

<S>                                           <C>       <C>
The fund's goal,                              --
principal strategies,                                   Fund description......................................
principal risks,                                        Investor
                                                        expenses............................................
performance and expenses


                                                        GLOBAL EQUITY MANAGEMENT APPROACH
-----------------------------------------   ---------   -------------------------------------------------------------

J.P. Morgan's investment                      --        J.P. Morgan...........................................
philosophy                                              J.P. Morgan Global Technology, Media & Telecommunications
                                                        Fund..................................................
                                                        Who may want to invest................................
                                                        Global equity investment process......................


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

Investing in the J.P.                         --        Investing through a financial professional............
Morgan Global                                           Investing through an employer-sponsored
Technology, Media &                                        retirement plan....................................
Telecommunications Fund                                 Investing through an IRA or rollover IRA..............
                                                        Investing directly....................................
                                                        Opening your account..................................
                                                        Adding to your account................................
                                                        Selling shares........................................
                                                        Account and transaction policies......................
                                                        Dividends and distributions...........................
                                                        Tax considerations....................................


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

More about risk and the                       --        Business structure....................................
fund's business operations                              Management and administration.........................
                                                        [Performance of Private Accounts].....................
                                                        Risk and reward elements...............................
-----------------------------------------   ---------   -------------------------------------------------------------

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

-----------------------------------------   ---------   -------------------------------------------------------------
</TABLE>

<PAGE>
J.P. MORGAN GLOBAL TECHNOLOGY, MEDIA
& TELECOMMUNICATIONS FUND
                                                         TICKER SYMBOL: ________
------------------------------------------------------------------------------

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 ____ - ____.

GOAL

The fund seeks to provide high total return from a diversified portfolio of
equity securities in the technology, media and telecommunications sectors
worldwide. This goal can be changed without shareholder approval.

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, media 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; companies that own or
operate broadcast television, radio or cable stations or advertising or
publishing businesses; 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
hedge 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.

The fund may invest in companies of any size; however, emphasis will be given to
securities of large-capitalization companies and, to a lesser extent,
medium-capitalization companies that, in the opinion of fund management,
demonstrate a favorable investment opportunity. Under normal market conditions,
the fund will remain fully invested. Using its global perspective, J.P. Morgan
uses the investment process described on page __ 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.

Because the fund's investments are concentrated in the technology, media 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. 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.

 .........
[RIGHT SIDE BAR]

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 $[376] billion, including more than $ _______ billion using
similar strategies as the fund.

The portfolio management team is led by _______________, managing director, who
has been at J.P. Morgan since ____________.

<PAGE>

[RIGHT SIDE BAR]

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.

<PAGE>
INVESTOR EXPENSES

<TABLE>
<CAPTION>
<S>                                                                               <C>
The estimated expenses of the fund before and       ANNUAL FUND OPERATING EXPENSES1 (%)
                                                    -----------------------------------
after reimbursement are shown at right.  The fund   (expenses that are deducted from fund assets)
has no sales, redemption, exchange, or account
fees, although some institutions may charge you a   Management fees                                         1.25
fee for shares you buy through them.  The annual    Distribution (12b-1) fees                               none
fund expenses after reimbursement are deducted      Other expenses                                          ____
from fund assets prior to performance               ____________________________________________
calculations.
                                                    TOTAL OPERATING EXPENSES                                ____

                                                    Fee waiver and
                                                    expense reimbursement2                                  ____
                                                    --------------------------------------------
---------------------------------------------------

EXPENSE EXAMPLES2                                   NET EXPENSES2                                           1.50
                                                    --------------------------------------------
---------------------------------------------------
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
_______ through _______ 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($)               ____       ____

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



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 __/ __/ 00 by Morgan Guaranty Trust Company of
     New York, an affiliate of J.P. Morgan, to reimburse the fund to the extent
     expenses (excluding extraordinary expenses) exceed 1.50% of the fund's
     average daily net assets through __/ __/01.
</TABLE>

<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 [375] analysts and portfolio
managers around the world and has more than [$376] billion in assets under
management, including assets managed by the fund's adviser, J.P. Morgan
Investment Management Inc.

J.P. MORGAN GLOBAL TECHNOLOGY, MEDIA
& TELECOMMUNICATIONS FUND
The fund invests primarily in stocks and other equity securities of U.S. and
foreign companies principally conducting business in the technology, media and
telecommunications sectors. As a shareholder, you should anticipate risks and
rewards beyond those of a typical equity fund investing solely in U.S. stocks
representing a broader range of industries.
[RIGHT SIDE BAR]
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, media 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, media and
     telecommunications sectors

o    are looking for a less aggressive stock investment

<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

[LEFT SIDE BAR]

J.P. MORGAN ANALYSTS DEVELOP PROPRIETARY FUNDAMENTAL RESEARCH

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,
media 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, media and telecommunications sectors includes more than
___ members, with an average of over ___ years of experience.

[LEFT SIDE BAR]

USING RESEARCH AND VALUATIONS, THE FUND'S MANAGEMENT TEAM CHOOSES STOCKS FOR THE
FUND

STOCK SELECTION Using research as the basis for investment decisions, J.P.
Morgan portfolio managers construct a diversified stock 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 focuses 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.

[LEFT SIDE BAR]

MORGAN MAY ADJUST CURRENCY EXPOSURE TO SEEK TO MANAGE RISKS AND ENHANCE RETURNS

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.

<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.

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. Morgan Institutional Funds
     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.

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.

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 (generally 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.

------------------------------------------------------------------
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 5:00 p.m. eastern
time on fund business days.
------------------------------------------------------------------

<PAGE>
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.

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.

<PAGE>
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:



ADVISORY SERVICES                1.25% of the fund's
                                 average net assets



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

[PERFORMANCE OF PRIVATE ACCOUNTS

The fund's investment objective and policies are substantially similar to those
used by J.P. Morgan in managing certain discretionary investment management
accounts. The chart below shows the historical investment performance for a
composite of these private accounts (the "Private Account Composite") and for
the fund's benchmark index.

The performance of Private Account Composite does not represent the fund's
performance nor should it be interpreted as indicative of the fund's future
performance. The accounts in the Private Account Composite are not subject to
the same regulatory requirements and limitations imposed on mutual funds. If the
accounts included in the Private Account Composite had been subject to these
regulatory requirements and limitations, their performance might have been
lower.

Additionally, although it is anticipated that the fund and the Private Account
Composite will hold similar securities, their investment results are expected to
differ. In particular, difference in asset size and cash flow resulting from
purchases and redemptions of fund shares may result in different securities
selections, differences in the relative weightings of securities or differences
in the prices paid for particular fund holdings.

The performance of the Private Account Composite reflects the deductions of the
fund's estimated total operating expenses, after expense reimbursement, and the
reinvestment of dividends and other distributions.

<TABLE>
<CAPTION>
                                                                               Annual Total Returns for the Year Ended December 31,

<S>                     <C>     <C>      <C>      <C>      <C>     <C>      <C>      <C>      <C>      <C>
                        1990    1991     1992     1993     1994    1995     1996     1997     1998     1999
PRIVATE ACCOUNT            %       %        %        %        %       %        %        %        %        %
COMPOSITE
----------------------- ------- -------- -------- -------- ------- -------- -------- -------- -------- -------
S&P 500                 3.11%   30.47%   7.62%    10.08%   1.32%   37.58%   22.96%   33.36%   28.58%   21.04%
----------------------- ------- -------- -------- -------- ------- -------- -------- -------- -------- -------
</TABLE>

The Private Account Composite currently includes all discretionary accounts
managed by J.P. Morgan using a substantially similar investment strategy as the
fund. The inception date for the Private Account Composite was __________. Prior
to __________, the composite may not have included all discretionary accounts.]


<PAGE>

RISK AND REWARD ELEMENTS
<TABLE>
<CAPTION>
<S>                                       <C>                       <C>
This table  discusses  the main  elements  that make up the         It also outlines the fund's policies toward
fund's overall risk and reward characteristics.                     various securities, including those that are
                                                                    designed to help the fund manage risk.
---------------------------------------- ------------------------------- -----------------------------------------------
POTENTIAL RISKS                          POTENTIAL REWARDS               POLICIES TO BALANCE RISK AND REWARD
---------------------------------------- ------------------------------- -----------------------------------------------

MARKET CONDITIONS
o                 The fund's share       o        Stocks have            o        Under normal circumstances, the fund
      price and performance will               generally outperformed         plans to remain fully invested, with at
      fluctuate in response to stock           more stable investments        least 65% in stocks; stock investments
      market movements                         (such as bonds and cash        may include U.S. and foreign common
                                               equivalents) over the          stocks, convertible securities,
                                               long term                      preferred stocks, trust or partnership
                                                                              interests, warrants, rights, and
                                                                              investment company securities

o        Adverse market conditions may                                   o        The fund seeks to limit risk through
     from time to time cause the fund                                         diversification
     to take a temporary defensive
     position that is inconsistent                                       o        During severe market downturns, the
     with its principal investment                                            fund has the option of investing up to
     strategies and may hinder the                                            100% of assets in investment-grade
     fund from achieving its                                                  short-term securities
     investment objective

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


SECTOR CONCENTRATION
O        The value of fund shares will   o        Stocks within these    o        The fund's portfolio is diversified
     be affected by factors peculiar          sectors have generally          across several sub-sectors and
     to the sectors in which the fund         out-performed the               throughout several geographic regions to
     invests, and, as a result, may           broader market indices          reduce sector concentration risk
     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     o        The fund actively manages the
     movements could reduce gains or          rate movements could            currency exposure of its foreign
     create losses                            generate gains or reduce        investments and may hedge a portion of
                                              losses                          its foreign currency exposure into the
                                                                              U.S. dollar or other currencies which
                                                                              the adviser deems more attractive (see
                                                                              also "Derivatives")

o        The fund could lose money       o        Foreign investments,
     because of foreign government            which represent a major
     actions, political instability or        portion of the world's
     lack of adequate and accurate            securities, offer
     information                              attractive potential
                                              performance and
                                              opportunities for
                                              diversification

DERIVATIVES
o        Derivatives such as futures,    o        Hedges that            o        The fund uses derivatives for
     options, swaps and forward               correlate well with             hedging and for risk management (i.e.,
     foreign currency contracts that          underlying positions can        to establish or adjust exposure to
     are used for hedging the                 reduce or eliminate             particular securities, markets or
     portfolio or specific securities         losses at low cost              currencies); risk management may include
     may not fully offset the                                                 management of a fund's exposure relative
     underlying positions and this       o        The fund could make         to its benchmark
     could result in losses to the            money and protect
     fund that would not have                 against losses if
     otherwise occurred 3                     management's analysis
                                              proves correct

o        Derivatives used for risk       o        Derivatives that       o        The fund only establishes hedges
     management may not have the              involve leverage could          that it expects will be highly
     intended effects and may result          generate substantial            correlated with underlying positions
     in losses or missed opportunities        gains at low cost

o        The counterparty to a                                           o        While the fund may use derivatives
     derivatives contract could default                                       that incidentally involve leverage, it
o        Certain types of derivatives                                         does not use them for the specific
     involve costs to the fund which                                          purpose of leveraging its portfolio
     can reduce returns

o        Derivatives that involve
     leverage could magnify losses


SECURITIES LENDING
O        When the fund lends a           o        The fund may enhance   o        J.P. Morgan maintains a list of
     security, there is a risk that           income through the              approved borrowers
     the loaned securities may not be         investment of the          o        The fund receives collateral equal
     returned if the borrower defaults        collateral received from        to at least 100% of the current value of
O        The collateral will be               the borrower                    securities loaned
     subject to the risks of the                                         o        The lending agents indemnify the
     securities in which it is invested                                       fund against 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             o        These holdings may     o        The fund may not invest more than
     difficulty valuing these holdings        offer more attractive           15% of net assets in illiquid holdings
     precisely                                yields or potential
                                              growth than comparable     o        To maintain adequate liquidity to
o        The fund could be unable to          widely traded securities        meet redemptions, the fund may hold
     sell these holdings at the time                                          investment-grade short-term securities
     or price it desires                                                      (including 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 securities o The fund can take o The fund uses
     segregated accounts to before issue or for delayed advantage of attractive
     offset leverage risk delivery, it could be exposed to transaction
     opportunities leverage risk if it does not use segregated accounts

SHORT-TERM TRADING
O        Increased trading would raise   o        The fund could         o        The fund generally avoids short-term
     the fund's brokerage and related         realize gains in a short        trading, except to take advantage of
     costs                                    period of time                  attractive or unexpected opportunities
                                                                              or to meet demands generated by
                                                                              shareholder activity

o        Increased short-term capital    o        The fund could         o        The expected annual portfolio
     gains distributions would raise          protect against losses          turnover rate for the fund is 70-100%
     shareholders' income tax liability       if a stock is overvalued
                                              and its value later falls

</TABLE>

--------

3        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 quantity of an underlying instrument at a
         pre-determined 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.

<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 GLOBAL TECHNOLOGY, MEDIA
& TELECOMMUNICATIONS FUND              TELEPHONE:  1-800-766-7722
Morgan Christiana Center               HEARING IMPAIRED:  1-888-468-4015
J.P. Morgan Funds Services-2/OPS3      EMAIL:  [email protected]
500 Stanton Christiana Road
Newark, DE 19713

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.

 [RIGHT SIDE BAR]

J.P. MORGAN INSTITUTIONAL FUNDS AND THE MORGAN TRADITION

The J.P. Morgan Institutional 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, the J.P. Morgan Institutional Funds offer a broad
array of distinctive opportunities for mutual fund investors.

JP MORGAN

-----------------------------------------------------------------------------
J.P. Morgan Institutional 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>
                                       ____________, 2000         PROSPECTUS


J.P. MORGAN GLOBAL TECHNOLOGY,
MEDIA & TELECOMMUNICATIONS FUND [- ADVISOR SERIES]

                                        ---------------------------
                                        Seeking high total return from a
                                        portfolio of global equity securities in
                                        the technology, media 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.

                                    JP MORGAN

Distributed by Funds Distributor, Inc.

<PAGE>
CONTENTS
<TABLE>
<CAPTION>

<S>                                          <C>        <C>
                                                        J.P. MORGAN GLOBAL TECHNOLOGY, MEDIA & TELECOMMUNICATIONS
                                                        FUND
-----------------------------------------   ---------   -------------------------------------------------------------

The fund's goal,                              --
principal strategies,                                   Fund description......................................
principal risks,                                        Investor
                                                        expenses............................................
performance and expenses


                                                        GLOBAL EQUITY MANAGEMENT APPROACH
-----------------------------------------   ---------   -------------------------------------------------------------

J.P. Morgan's investment                      --        J.P. Morgan...........................................
philosophy                                              J.P. Morgan Global Technology, Media & Telecommunications
                                                        Fund..................................................
                                                        Who may want to invest................................
                                                        Global equity investment process......................


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

Investing in the J.P.                         --        Investing through a service organization..............
Morgan Global                                           Account and transaction policies......................
Technology, Media &                                     Dividends and distributions...........................
Telecommunications Fund                                 Tax considerations....................................



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

More about risk and the                       --        Business structure....................................
fund's business operations                              Management and administration.........................
                                                        [Performance of Private Accounts].....................
                                                        Risk and reward elements...............................
-----------------------------------------   ---------   -------------------------------------------------------------

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

-----------------------------------------   ---------   -------------------------------------------------------------
</TABLE>

<PAGE>
J.P. MORGAN GLOBAL TECHNOLOGY, MEDIA
& TELECOMMUNICATIONS FUND [- ADVISOR SERIES]
                                                         TICKER SYMBOL: ________
------------------------------------------------------------------------

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 ____ - ____.

GOAL

The fund seeks to provide high total return from a diversified portfolio of
equity securities in the technology, media and telecommunications sectors
worldwide. This goal can be changed without shareholder approval.

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, media 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; companies that own or
operate broadcast television, radio or cable stations or advertising or
publishing businesses; 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
hedge 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.

The fund may invest in companies of any size; however, emphasis will be given to
securities of large-capitalization companies and, to a lesser extent,
medium-capitalization companies that, in the opinion of fund management,
demonstrate a favorable investment opportunity. Under normal market conditions,
the fund will remain fully invested. Using its global perspective, J.P. Morgan
uses the investment process described on page __ 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.

Because the fund's investments are concentrated in the technology, media 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. 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. 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.

 .........
[RIGHT SIDE BAR]

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

PORTFOLIO MANAGEMENT

The fund's assets are managed by J.P. Morgan, which currently manages
approximately $[376] billion, including more than $ _______ billion using
similar strategies as the fund.

The portfolio management team is led by _______________, managing director, who
has been at J.P. Morgan since ____________.


<PAGE>

[RIGHT SIDE BAR]

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.

<PAGE>

INVESTOR EXPENSES

<TABLE>
<CAPTION>
<S>                                                                               <C>
The estimated expenses of the fund before and       ANNUAL FUND OPERATING EXPENSES1 (%)
                                                    -----------------------------------
after reimbursement are shown at right.  The fund   (expenses that are deducted from fund assets)
has no redemption, exchange, or account fees,
although some institutions may charge you a fee     Management fees                                         1.25
for shares you buy through them.  The annual fund   Rule 12b-1 fees                                         0.25%
expenses after reimbursement are deducted from      Service fees2                                           0.25%
fund assets prior to performance calculations.      Other expenses                                          ____
                                                    --------------------------------------------

                                                    TOTAL OPERATING EXPENSES                                ____

                                                    Fee waiver and
                                                    expense reimbursement3                                  ____
                                                    --------------------------------------------
---------------------------------------------------

EXPENSE EXAMPLES3                                   NET EXPENSES3                                           1.50
                                                    --------------------------------------------
---------------------------------------------------
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:
$10,000 initial investment, 5% return each year, net expenses for the period
_______ through _______ and total operating expenses thereafter, and all shares
sold at the end of each time period. The example is for comparison only; the
fund's actual return and your actual costs may be higher or lower.
---------------------------------------------------
---------------------------------------------------
                           1 yr.     3 yr.
YOUR COST($)               _____   _____

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

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

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

2    Service organizations (described on page __) 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.

3    Reflects an agreement dated __/ __/ 00 by Morgan Guaranty Trust Company of
     New York, an affiliate of J.P. Morgan, to reimburse the fund to the extent
     expenses (excluding extraordinary expenses) exceed 1.50 % of the fund's
     average daily net assets through __/ __/01.
</TABLE>


<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 [375] analysts and portfolio
managers around the world and has more than [$376] billion in assets under
management, including assets managed by the fund's adviser, J.P. Morgan
Investment Management Inc.

J.P. MORGAN GLOBAL TECHNOLOGY, MEDIA
& TELECOMMUNICATIONS FUND
The fund invests primarily in stocks and other equity securities of U.S. and
foreign companies principally conducting business in the technology, media and
telecommunications sectors. As a shareholder, you should anticipate risks and
rewards beyond those of a typical equity fund investing solely in U.S. stocks
representing a broader range of industries.
[RIGHT SIDE BAR]
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, media 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, media and
     telecommunications sectors

o    are looking for a less aggressive stock investment

<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

[LEFT SIDE BAR]

J.P. MORGAN ANALYSTS DEVELOP PROPRIETARY FUNDAMENTAL RESEARCH

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,
media 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, media and telecommunications sectors includes more than
___ members, with an average of over ___ years of experience.

[LEFT SIDE BAR]

USING RESEARCH AND VALUATIONS, THE FUND'S MANAGEMENT TEAM CHOOSES STOCKS FOR THE
FUND

STOCK SELECTION Using research as the basis for investment decisions, J.P.
Morgan portfolio managers construct a diversified stock 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 focuses 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.

[LEFT SIDE BAR]

MORGAN MAY ADJUST CURRENCY EXPOSURE TO SEEK TO MANAGE RISKS AND ENHANCE RETURNS

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.

<PAGE>
YOUR INVESTMENT

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

INVESTING THROUGH A SERVICE ORGANIZATION

Prospective investors may only purchase 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
------------------------------------------------------------------

TRANSFER AGENT
STATE STREET BANK AND TRUST COMPANY
P.O. Box 8411
Boston, MA 02266-8411
Attention:  JP Morgan Funds Services
------------------------------------------------------------------


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 (generally 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.


SHAREHOLDER SERVICES AGENT
Morgan Christiana Center
J.P. MORGAN FUNDS SERVICES-2/OPS3
500 Stanton Christiana Road
Newark, DE  19713
1-800-521-5411
Representatives are available 8:00 a.m. to 5:00 p.m. eastern
time on fund business days.

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

<PAGE>

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.

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.

<PAGE>
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:



ADVISORY SERVICES                1.25% of the fund's
                                 average net assets



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

[PERFORMANCE OF PRIVATE ACCOUNTS

The fund's investment objective and policies are substantially similar to those
used by J.P. Morgan in managing certain discretionary investment management
accounts. The chart below shows the historical investment performance for a
composite of these private accounts (the "Private Account Composite") and for
the fund's benchmark index.

The performance of Private Account Composite does not represent the fund's
performance nor should it be interpreted as indicative of the fund's future
performance. The accounts in the Private Account Composite are not subject to
the same regulatory requirements and limitations imposed on mutual funds. If the
accounts included in the Private Account Composite had been subject to these
regulatory requirements and limitations, their performance might have been
lower.

Additionally, although it is anticipated that the fund and the Private Account
Composite will hold similar securities, their investment results are expected to
differ. In particular, difference in asset size and cash flow resulting from
purchases and redemptions of fund shares may result in different securities
selections, differences in the relative weightings of securities or differences
in the prices paid for particular fund holdings.

The performance of the Private Account Composite reflects the deductions of the
fund's estimated total operating expenses, after expense reimbursement, and the
reinvestment of dividends and other distributions.

<TABLE>
<CAPTION>
                                                                               Annual Total Returns for the Year Ended December 31,

<S>                     <C>     <C>      <C>      <C>      <C>     <C>      <C>      <C>      <C>      <C>
                        1990    1991     1992     1993     1994    1995     1996     1997     1998     1999
PRIVATE ACCOUNT            %       %        %        %        %       %        %        %        %        %
COMPOSITE
----------------------- ------- -------- -------- -------- ------- -------- -------- -------- -------- -------
S&P 500                 3.11%   30.47%   7.62%    10.08%   1.32%   37.58%   22.96%   33.36%   28.58%   21.04%
----------------------- ------- -------- -------- -------- ------- -------- -------- -------- -------- -------
</TABLE>

The Private Account Composite currently includes all discretionary accounts
managed by J.P. Morgan using a substantially similar investment strategy as the
fund. The inception date for the Private Account Composite was __________. Prior
to __________, the composite may not have included all discretionary accounts.]


<PAGE>

<TABLE>
<CAPTION>

RISK AND REWARD ELEMENTS
<S>                                     <C>                         <C>
This table  discusses  the main  elements  that make up the         It also outlines the fund's policies toward
fund's overall risk and reward characteristics.                     various securities, including those that are
                                                                    designed to help the fund manage risk.
---------------------------------------- ------------------------------- -----------------------------------------------
POTENTIAL RISKS                          POTENTIAL REWARDS               POLICIES TO BALANCE RISK AND REWARD
---------------------------------------- ------------------------------- -----------------------------------------------

MARKET CONDITIONS
o                 The fund's share       o        Stocks have            o        Under normal circumstances, the fund
      price and performance will               generally outperformed         plans to remain fully invested, with at
      fluctuate in response to stock           more stable investments        least 65% in stocks; stock investments
      market movements                         (such as bonds and cash        may include U.S. and foreign common
                                               equivalents) over the          stocks, convertible securities,
                                               long term                      preferred stocks, trust or partnership
                                                                              interests, warrants, rights, and
                                                                              investment company securities

o        Adverse market conditions may                                   o        The fund seeks to limit risk through
     from time to time cause the fund                                         diversification
     to take a temporary defensive
     position that is inconsistent                                       o        During severe market downturns, the
     with its principal investment                                            fund has the option of investing up to
     strategies and may hinder the                                            100% of assets in investment-grade
     fund from achieving its                                                  short-term securities
     investment objective

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


SECTOR CONCENTRATION
O        The value of fund shares will   o        Stocks within these    o        The fund's portfolio is diversified
     be affected by factors peculiar          sectors have generally          across several sub-sectors and
     to the sectors in which the fund         out-performed the               throughout several geographic regions to
     invests, and, as a result, may           broader market indices          reduce sector concentration risk
     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     o        The fund actively manages the
     movements could reduce gains or          rate movements could            currency exposure of its foreign
     create losses                            generate gains or reduce        investments and may hedge a portion of
                                              losses                          its foreign currency exposure into the
                                                                              U.S. dollar or other currencies which
                                                                              the adviser deems more attractive (see
                                                                              also "Derivatives")

o        The fund could lose money       o        Foreign investments,
     because of foreign government            which represent a major
     actions, political instability or        portion of the world's
     lack of adequate and accurate            securities, offer
     information                              attractive potential
                                              performance and
                                              opportunities for
                                              diversification

DERIVATIVES
o        Derivatives such as futures,    o        Hedges that            o        The fund uses derivatives for
     options, swaps and forward               correlate well with             hedging and for risk management (i.e.,
     foreign currency contracts that          underlying positions can        to establish or adjust exposure to
     are used for hedging the                 reduce or eliminate             particular securities, markets or
     portfolio or specific securities         losses at low cost              currencies); risk management may include
     may not fully offset the                                                 management of a fund's exposure relative
     underlying positions and this       o        The fund could make         to its benchmark
     could result in losses to the            money and protect
     fund that would not have                 against losses if
     otherwise occurred 4                     man-agement's analysis
                                              proves correct

o        Derivatives used for risk       o        Derivatives that       o        The fund only establishes hedges
     management may not have the              involve leverage could          that it expects will be highly
     intended effects and may result          generate substantial            correlated with underlying positions
     in losses or missed opportunities        gains at low cost

o        The counterparty to a                                           o        While the fund may use derivatives
     derivatives contract could default                                       that incidentally involve leverage, it
o        Certain types of derivatives                                         does not use them for the specific
     involve costs to the fund which                                          purpose of leveraging its portfolio
     can reduce returns

o        Derivatives that involve
     leverage could magnify losses


SECURITIES LENDING
O        When the fund lends a           o        The fund may enhance   o        J.P. Morgan maintains a list of
     security, there is a risk that           income through the              approved borrowers
     the loaned securities may not be         investment of the          o        The fund receives collateral equal
     returned if the borrower defaults        collateral received from        to at least 100% of the current value of
O        The collateral will be               the borrower                    securities loaned
     subject to the risks of the                                         o        The lending agents indemnify the
     securities in which it is invested                                       fund against 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             o        These holdings may     o        The fund may not invest more than
     difficulty valuing these holdings        offer more attractive           15% of net assets in illiquid holdings
     precisely                                yields or potential
                                              growth than comparable     o        To maintain adequate liquidity to
o        The fund could be unable to          widely traded securities        meet redemptions, the fund may hold
     sell these holdings at the time                                          investment-grade short-term securities
     or price it desires                                                      (including 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 securities o The fund can take o The fund uses
     segregated accounts to before issue or for delayed advantage of attractive
     offset leverage risk delivery, it could be exposed to transaction
     opportunities leverage risk if it does not use segregated accounts


SHORT-TERM TRADING
O        Increased trading would raise   o        The fund could         o        The fund generally avoids short-term
     the fund's brokerage and related         realize gains in a short        trading, except to take advantage of
     costs                                    period of time                  attractive or unexpected opportunities
                                                                              or to meet demands generated by
                                                                              shareholder activity

o        Increased short-term capital    o        The fund could         o        The expected annual portfolio
     gains distributions would raise          protect against losses          turnover rate for the fund is 70-100%
     shareholders' income tax liability       if a stock is overvalued
                                              and its value later falls

--------


4        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 quantity of an underlying instrument at a
         pre-determined 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.
</TABLE>

<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:

<TABLE>
<CAPTION>
<S>                                           <C>
J.P. MORGAN GLOBAL TECHNOLOGY, MEDIA
& TELECOMMUNICATIONS FUND [-ADVISOR SERIES]   TELEPHONE:  1-800-521-5411
Morgan Christiana Center                      HEARING IMPAIRED:  1-888-468-4015
J.P. Morgan Funds Services-2/OPS3             EMAIL:  [email protected]
500 Stanton Christiana Road
Newark, DE 19713
</TABLE>

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.

 [RIGHT SIDE BAR]

J.P. MORGAN FUNDS AND THE MORGAN TRADITION

The J.P. Morgan 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, the
J.P. Morgan Funds offer a broad array of distinctive opportunities for mutual
fund investors.

JP MORGAN

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

<PAGE>
                            J.P. MORGAN SERIES TRUST





                      J.P. MORGAN GLOBAL TECHNOLOGY, MEDIA
                            & TELECOMMUNICATIONS FUND






                       STATEMENT OF ADDITIONAL INFORMATION




                                __________, 2000




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

<PAGE>
                                Table of Contents


                                                                            Page

General......................................................................1
Investment Objective and Policies............................................1
Investment Restrictions.....................................................20
Trustees and Members of the Advisory Board..................................22
Officers....................................................................24
Code of Ethics..............................................................26
Investment Advisor..........................................................26
Distributor.................................................................28
Co-Administrator............................................................29
Services Agent..............................................................29
Custodian and Transfer Agent................................................30
Shareholder Servicing.......................................................30
Service Organizations - Advisor Series Shares...............................31
Distribution Plan - Advisor Series Shares...................................32
Financial Professionals.....................................................33
Independent Accountants.....................................................33
Expenses....................................................................33
Purchase of Shares..........................................................34
Redemption of Shares........................................................35
Exchange of Shares..........................................................36
Dividends and Distributions.................................................36
Net Asset Value.............................................................36
Performance Data............................................................38
Portfolio Transactions......................................................39
Massachusetts Trust.........................................................40
Description of Shares.......................................................41
Taxes.......................................................................42
Additional Information......................................................46
Appendix A -- Description of Securities Ratings..............................1

<PAGE>
GENERAL

     J.P. Morgan Global Technology, Media & 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 Series 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, media 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, media 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's more than ___ career analysts dedicated to the
technology, media and telecommunications sectors forecast normalized earnings
and dividend payouts for roughly _________ 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 credit guidelines approved by the
Trustees of the Trust. 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, a 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 segregate securities
in an amount at least equal to its purchase obligations under its reverse
repurchase agreements. See "Investment Restrictions" for the Fund's limitations
on reverse repurchase agreements and bank borrowings.

     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.

     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 intends to meet the diversification requirements of the 1940 Act.
Current 1940 Act diversification requirements require that with respect to 75%
of the assets of the Fund: (1) the Fund may not invest more than 5% of its total
assets in the securities of any one issuer, except obligations of the U.S.
Government, its agencies and instrumentalities, and (2) the Fund may not own
more than 10% of the outstanding voting securities of any one issuer. As for the
other 25% of the Fund's assets not subject to the limitation described above,
there is no limitation on investment of these assets under the 1940 Act, so that
all of such assets may be invested in securities of any one issuer. Investments
not subject to the limitations described above could involve an increased risk
to the Fund should an issuer, or a state or its related entities, be unable to
make interest or principal payments or should the market value of such
securities decline.

     The Fund also 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." To meet these requirements, the
Fund must diversify its holdings so that, with respect to 50% of the Fund's
assets, no more than 5% of its assets are invested in the securities of any one
issuer other than the U.S. Government at the close of each quarter of the Fund's
taxable year. The Fund may, with respect to the remaining 50% of its assets,
invest up to 25% of its assets in the securities of any one issuer (except this
limitation does not apply to U.S. Government securities).

     The Fund may invest in convertible debt securities, for which there are no
specific quality requirements. In addition, at the time the Fund invests in any
commercial paper, bank obligation or repurchase agreement, the issuer must have
outstanding debt rated A or higher by Moody's or Standard & Poor's, the issuer's
parent corporation, if any, must have outstanding commercial paper rated Prime-1
by Moody's or A-1 by Standard & Poor's, or if no such ratings are available, the
investment must be of comparable quality in the Advisor's opinion. At the time
the Fund invests in any other short-term debt securities, they must be rated A
or higher by Moody's or Standard & Poor's, or if unrated, the investment must be
of comparable quality in the Advisor's opinion. At the time the Fund invests in
any corporate debt securities, they must be rated B or better by Standard &
Poor's or Moody's. See Appendix A for a description of securities 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.

     BELOW INVESTMENT GRADE DEBT. Although the Fund has no current intention to
do so, it may purchase certain lower rated securities, such as those rated Ba or
B by Moody's or BB or B by Standard & Poor's (commonly known as junk bonds),
which 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 greater income 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 determine accurately the Fund's net
asset value.

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 Trust's Board of Trustees. 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 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, media 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 directly or
indirectly secured by real estate or (b) securities 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 business addresses, principal occupations
during the past five years and dates of birth are set forth below.

     FREDERICK S. ADDY -- Trustee; Retired; Prior to April 1994, Executive Vice
President and Chief Financial Officer, Amoco Corporation. His address is 5300
Arbutus Cove, Austin, Texas 78746, and his date of birth is January 1, 1932.

     WILLIAM G. BURNS -- Trustee; Retired; Former Vice Chairman and Chief
Financial Officer, NYNEX. His address is 2200 Alaqua Drive, Longwood, Florida
32779, 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. His address is 14 Alta Vista Drive,
RD #2, Princeton, New Jersey 08540, 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 1993. His
address is Pine Tree Country Club Estates, 10286 Saint Andrews Road, Boynton
Beach, Florida 33436, 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. His address
is 10 Charnwood Drive, Suffern, New York 10910, 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.  Mr. Healy is also an "interested  person" (as defined in the 1940
     Act) of the Advisor due to his son's  affiliation with JPMIM.

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

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

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

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

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 and Portfolio'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 will 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 -- 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.

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 1993. 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.

     JOHN P. COVINO - Vice President and Assistant Treasurer. Vice President and
Treasury Group Manger of Treasury Services and Administration of FDI. Prior to
November 1998, Mr. Covino was employed by Fidelity Investments where he held
multiple positions in their Institutional Brokerage Group. Prior to joining
Fidelity, Mr. Covino was employed by SunGard Brokerage systems where he was
responsible for the technology and development of the accounting product group.
His date of birth is October 8, 1963.

     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.

     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 in the Funds Administration group
as a Manager of the Tax Group and is 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.

CODE OF ETHICS

     The Trust and the Advisor 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 more than $376 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.

     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. The Advisor currently employs over 375 research
analysts, capital markets researchers, portfolio managers and traders and one of
the largest research staffs in the money management industry, in its investment
management divisions located in New York, London, Tokyo, Frankfurt, and
Singapore to cover companies, industries and countries on site.

     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. 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."

     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 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 executes 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 _____% 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 thereafter 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 thereafter 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 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 Funds' 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 Series 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 SERIES SHARES

     With respect to the Advisor Series Shares only, the Trust, on behalf of the
Fund, has adopted a service plan (the "Plan") with respect to the 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 _______ __,
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 Series 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 Series 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 Series 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 Series 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 SERIES 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 ______ __, 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 Series Shares at an
annual rate not to exceed 0.25% of the value of the average daily net assets
attributable to Advisor Series 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 Series 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 Series
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 Series 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 Series 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 Series 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

     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 Series Shares" and "Distribution Plan--Advisor Series
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 ________, 200_ to the extent necessary to maintain the
Fund's total operating expenses at the following annual rates of the Fund's
average daily assets. This limit does not cover extraordinary expenses.

                  Select Shares:  ____% until _________, 2001
                  Institutional Shares:  ____% until _______, 2001
                  Advisor Series Shares:  ____% until _______, 2001

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. 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 restricted and 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 by calling Morgan at (800) 766-7722.

     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.

     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 Series 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 W8 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 will generally be treated as derived from
U.S. sources, however, and certain foreign currency gains and losses likewise
will 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 Prospectus 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
Prospectus 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
Prospectus 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 Prospectus 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>
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.

<PAGE>
                                       ____________, 2000        PROSPECTUS


J.P. MORGAN GLOBAL HEALTHTECH
EQUITY FUND

                                        ---------------------------
                                        Seeking high total return from a
                                        portfolio of global equity securities in
                                        the healthcare and related 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.

                                    JP MORGAN

Distributed by Funds Distributor, Inc.

<PAGE>
CONTENTS

<TABLE>
<CAPTION>
                                                        J.P. MORGAN GLOBAL HEALTHTECH EQUITY FUND
-----------------------------------------   ---------   -------------------------------------------------------------

<S>                                           <C>        <C>
The fund's goal,                              --
principal strategies,                                   Fund description......................................
principal risks,                                        Investor
                                                        expenses............................................
performance and expenses


                                                        GLOBAL EQUITY MANAGEMENT APPROACH
-----------------------------------------   ---------   -------------------------------------------------------------

J.P. Morgan's                                 --        J.P. Morgan...........................................
investment philosophy                                   J.P. Morgan Global
                                                        HealthTech Equity Fund................................
                                                        Who may want to invest................................
                                                        Global equity investment process......................


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

Investing in the J.P.                         --        Investing through a financial professional............
Morgan Global                                           Investing through an employer-sponsored
HealthTech Equity                                          retirement plan....................................
Fund                                                    Investing through an IRA or rollover IRA..............
                                                        Investing directly....................................
                                                        Opening your account..................................
                                                        Adding to your account................................
                                                        Selling shares........................................
                                                        Account and transaction policies......................
                                                        Dividends and distributions...........................
                                                        Tax considerations....................................


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

More about risk and the                       --        Business structure....................................
fund's business operations                              Management and administration.........................
                                                        [Performance of Private Accounts].....................
                                                        Risk and reward elements...............................
-----------------------------------------   ---------   -------------------------------------------------------------

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

<PAGE>
J.P. MORGAN GLOBAL HEALTHTECH
EQUITY FUND
                                                         TICKER SYMBOL: ________
------------------------------------------------------------------------------

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 ____ - ____.

GOAL

The fund seeks to provide high total return from a portfolio of equity
securities in the healthcare and related sectors worldwide. This goal can be
changed without shareholder approval.

INVESTMENT APPROACH

PRINCIPAL STRATEGIES

The fund invests primarily in stocks and other equity securities of U.S. and
foreign healthcare, biotechnology, medical technology and life sciences
companies of all sizes that offer potential for growth. 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, personal care or cosmetics, agricultural and veterinary applications,
and the environment; 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 and,
to a lesser extent, emerging markets. The Fund may hedge its currency exposure
into the U.S. dollar, it may reduce the effects of currency fluctuations. The
fund may also 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 __
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.

Because the fund's investments are concentrated in the healthcare and related
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. Health care 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. These risks
are higher in emerging markets. Foreign securities are generally riskier than
their domestic counterparts. 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.


[RIGHT SIDE BAR]

REGISTRANT: J.P. MORGAN SERIES TRUST
(J.P. MORGAN GLOBAL HEALTHTECH
EQUITY FUND: SELECT SHARES)

PORTFOLIO MANAGEMENT

The fund's assets are managed by J.P. Morgan, which currently manages
approximately $[376] billion, including more than $ _______ billion using
similar strategies as the fund.

The portfolio management team is led by _______________, managing director, who
has been at J.P. Morgan since ____________.

<PAGE>
[RIGHT SIDE BAR]

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.

<PAGE>
INVESTOR EXPENSES

<TABLE>
<CAPTION>
<S>                                                                               <C>
The estimated expenses of the fund before and       ANNUAL FUND OPERATING EXPENSES1 (%)
                                                    -----------------------------------
after reimbursement are shown at right.  The fund   (expenses that are deducted from fund assets)
has no sales, redemption, exchange, or account
fees, although some institutions may charge you a   Management fees                            1.25
fee for shares you buy through them.  The annual    Distribution (12b-1) fees none
fund expenses after reimbursement are deducted      Other expenses                             ____
from fund assets prior to performance               ____________________________________________
calculations.
                                                    TOTAL OPERATING EXPENSES  ____

                                                    Fee waiver and
                                                    expense reimbursement2    ____
                                                    --------------------------------------------
---------------------------------------------------
                                                    NET EXPENSES2                              1.50
EXPENSE EXAMPLES2                                   ____________________________________________
---------------------------------------------------
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
_______ through _______ 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($)               ____       ____

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

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 __/ __/ 00 by Morgan Guaranty Trust Company of New
York, an affiliate of J.P. Morgan, to reimburse the fund to the extent expenses
(excluding extraordinary expenses) exceed 1.50% of the fund's average daily net
assets through __/ __/01.
</TABLE>

<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 [375] analysts and portfolio
managers around the world and has more than [$376] billion in assets under
management, including assets managed by the fund's adviser, J.P. Morgan
Investment Management Inc.

J.P. MORGAN GLOBAL HEALTHTECH
EQUITY FUND
The fund invests primarily in stocks and other equity securities of U.S. and
foreign companies principally conducting business in the healthcare and related
sectors. As a shareholder, you should anticipate risks and rewards beyond those
of a typical equity fund investing solely in U.S. stocks representing a broader
range of industries.
[RIGHT SIDE BAR]
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 and related 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 healthcare and related
     sectors

o    are looking for a less aggressive stock investment

<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

[LEFT SIDE BAR]

J.P. MORGAN ANALYSTS DEVELOP PROPRIETARY FUNDAMENTAL RESEARCH

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,
media 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 healthcare and healthcare-related sectors includes more than __ members,
with an average of over ___ years of experience.

[LEFT SIDE BAR]

USING RESEARCH AND VALUATIONS, THE FUND'S MANAGEMENT TEAM CHOOSES STOCKS FOR THE
FUND

STOCK SELECTION Using research as the basis for investment decisions, J.P.
Morgan portfolio managers construct a diversified stock portfolio representing
companies in the healthcare and related sectors, which in their view have an
exceptional return potential relative to other companies in these sectors. J.P.
Morgan's stock selection criteria focuses on highly rated U.S. and foreign
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.

[LEFT SIDE BAR]

MORGAN MAY ADJUST CURRENCY EXPOSURE TO SEEK TO MANAGE RISKS AND ENHANCE RETURNS

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.

<PAGE>
YOUR INVESTMENT

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

INVESTING THROUGH A FINANCIAL PROFESSIONAL

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

INVESTING 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.

OPENING YOUR ACCOUNT

     BY WIRE

o    Mail your completed application to the Shareholder Services Agent.

o    Call the Shareholder Services Agent to obtain an account number and to
     place a purchase order. FUNDS THAT ARE WIRED WITHOUT A PURCHASE ORDER WILL
     BE RETURNED UNINVESTED.

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

     State Street Bank & Trust Company
     ROUTING NUMBER: 011-000-028
     CREDIT:  J.P. Morgan Funds
     ACCOUNT NUMBER:  9904-226-9
     FFC:  Your account number, name of registered owner(s) and fund name.

     BY CHECK

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

o    Mail the check with your completed application to the 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.

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.

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.

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

TRANSFER AGENT
STATE STREET BANK AND TRUST COMPANY
P.O. Box 8411
Boston, MA 02266-8411
Attention:  JP Morgan Funds Services
------------------------------------------------------------------

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 (generally 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.

------------------------------------------------------------------
SHAREHOLDER SERVICES AGENT
Morgan Christiana Center
J.P. MORGAN FUNDS SERVICES-2/OPS3
500 Stanton Christiana Road
Newark, DE  19713
1-800-521-5411

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

<PAGE>
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.

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.

<PAGE>
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:


ADVISORY SERVICES                1.25% of the fund's
                                 average net assets



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

[PERFORMANCE OF PRIVATE ACCOUNTS

The fund's investment objective and policies are substantially similar to those
used by J.P. Morgan in managing certain discretionary investment management
accounts. The chart below shows the historical investment performance for a
composite of these private accounts (the "Private Account Composite") and for
the fund's benchmark index.

The performance of Private Account Composite does not represent the fund's
performance nor should it be interpreted as indicative of the fund's future
performance. The accounts in the Private Account Composite are not subject to
the same regulatory requirements and limitations imposed on mutual funds. If the
accounts included in the Private Account Composite had been subject to these
regulatory requirements and limitations, their performance might have been
lower.

Additionally, although it is anticipated that the fund and the Private Account
Composite will hold similar securities, their investment results are expected to
differ. In particular, difference in asset size and cash flow resulting from
purchases and redemptions of fund shares may result in different securities
selections, differences in the relative weightings of securities or differences
in the prices paid for particular fund holdings.

The performance of the Private Account Composite reflects the deductions of the
fund's estimated total operating expenses, after expense reimbursement, and the
reinvestment of dividends and other distributions.

<TABLE>
<CAPTION>
                                                                               Annual Total Returns for the Year Ended December 31,

<S>                     <C>     <C>      <C>      <C>      <C>     <C>      <C>      <C>      <C>      <C>
                        1990    1991     1992     1993     1994    1995     1996     1997     1998     1999
PRIVATE ACCOUNT            %       %        %        %        %       %        %        %        %        %
COMPOSITE
----------------------- ------- -------- -------- -------- ------- -------- -------- -------- -------- -------
WORLD HEALTHCARE             %       %       %         %        %       %        %        %        %        %
INDEX*
----------------------- ------- -------- -------- -------- ------- -------- -------- -------- -------- -------
</TABLE>

The Private Account Composite currently includes all discretionary accounts
managed by J.P. Morgan using a substantially similar investment strategy as the
fund. The inception date for the Private Account Composite was __________. Prior
to __________, the composite may not have included all discretionary accounts.

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

*        The World Healthcare Index is ______________.]

<PAGE>
<TABLE>
<CAPTION>

RISK AND REWARD ELEMENTS
<S>                                      <C>                        <C>
This table  discusses  the main  elements  that make up the         It also outlines the fund's policies toward
fund's overall risk and reward characteristics.                     various securities, including those that are
                                                                    designed to help the fund manage risk.
---------------------------------------- ------------------------------- -----------------------------------------------
POTENTIAL RISKS                          POTENTIAL REWARDS               POLICIES TO BALANCE RISK AND REWARD
---------------------------------------- ------------------------------- -----------------------------------------------

MARKET CONDITIONS
o                 The fund's share       o        Stocks have            o        Under normal circumstances, the fund
      price and performance will               generally outperformed         plans to remain fully invested, with at
      fluctuate in response to stock           more stable investments        least 65% in stocks; stock investments
      market movements                         (such as bonds and cash        may include U.S. and foreign common
                                               equivalents) over the          stocks, convertible securities,
                                               long term                      preferred stocks, trust or partnership
                                                                              interests, warrants, rights, and
                                                                              investment company securities

o        Adverse market conditions may                                   o        The fund seeks to limit risk through
     from time to time cause the fund                                         diversification
     to take a temporary defensive
     position that is inconsistent                                       o        During severe market downturns, the
     with its principal investment                                            fund has the option of investing up to
     strategies and may hinder the                                            100% of assets in investment-grade
     fund from achieving its                                                  short-term securities
     investment objective

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


SECTOR CONCENTRATION
O        The value of fund shares will   o        Stocks within these    o        The fund's portfolio is diversified
     be affected by factors peculiar          sectors have generally          across several sub-sectors and
     to the sectors in which the fund         out-performed the               throughout several geographic regions to
     invests, and, as a result, may           broader market indices          reduce sector concentration risk
     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     o        The fund actively manages the
     movements could reduce gains or          rate movements could            currency exposure of its foreign
     create losses                            generate gains or reduce        investments and may hedge a portion of
                                              losses                          its foreign currency exposure into the
                                                                              U.S. dollar or other currencies which
                                                                              the adviser deems more attractive (see
                                                                              also "Derivatives")

o        The fund could lose money       o        Foreign investments,   o        The funds seek to limit risk and
     because of foreign government            which represent a major         enhance performance through active
     actions, political instability or        portion of the world's          management, country allocation and
     lack of adequate and accurate            securities, offer               diversification
     information                              attractive potential
                                              performance and
                                              opportunities for
                                              diversification

o        Investment risks tend to be     o        Emerging markets can
     higher in emerging markets.              offer higher returns
     These markets also present higher
     liquidity and valuation risks

DERIVATIVES
o        Derivatives such as futures,    o        Hedges that            o        The fund uses derivatives for
     options, swaps and forward               correlate well with             hedging and for risk management (i.e.,
     foreign currency contracts that          underlying positions can        to establish or adjust exposure to
     are used for hedging the                 reduce or eliminate             particular securities, markets or
     portfolio or specific securities         losses at low cost              currencies); risk management may include
     may not fully offset the            o        The fund could make         management of a fund's exposure relative
     underlying positions and this            money and protect               to its benchmark
     could result in losses to the            against losses if
     fund that would not have                 management's analysis
     otherwise occurred 3                     proves correct

o        Derivatives used for risk       o        Derivatives that       o        The fund only establishes hedges
     management may not have the              involve leverage could          that it expects will be highly
     intended effects and may result          generate substantial            correlated with underlying positions
     in losses or missed opportunities        gains at low cost

o        The counterparty to a                                           o        While the fund may use derivatives
     derivatives contract could default                                       that incidentally involve leverage, it
o        Certain types of derivatives                                         does not use them for the specific
     involve costs to the fund which                                          purpose of leveraging its portfolio
     can reduce returns

o        Derivatives that involve
     leverage could magnify losses

SECURITIES LENDING
O        When the fund lends a           o        The fund may enhance   o        J.P. Morgan maintains a list of
     security, there is a risk that           income through the              approved borrowers
     the loaned securities may not be         investment of the          o        The fund receives collateral equal
     returned if the borrower defaults        collateral received from        to at least 100% of the current value of
O        The collateral will be               the borrower                    securities loaned
     subject to the risks of the                                         o        The lending agents indemnify the
     securities in which it is invested                                       fund against 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             o        These holdings may     o        The fund may not invest more than
     difficulty valuing these holdings        offer more attractive           15% of net assets in illiquid holdings
     precisely                                yields or potential
                                              growth than comparable     o        To maintain adequate liquidity to
o        The fund could be unable to          widely traded securities        meet redemptions, the fund may hold
     sell these holdings at the time                                          investment-grade short-term securities
     or price it desires                                                      (including 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 securities o The fund can take o The fund uses
     segregated accounts to before issue or for delayed advantage of attractive
     offset leverage risk delivery, it could be exposed to transaction
     opportunities leverage risk if it does not use segregated accounts

SHORT-TERM TRADING
O        Increased trading would raise   o        The fund could         o        The fund generally avoids short-term
     the fund's brokerage and related         realize gains in a short        trading, except to take advantage of
     costs                                    period of time                  attractive or unexpected opportunities
                                                                              or to meet demands generated by
                                                                              shareholder activity

o        Increased short-term capital    o        The fund could         o        The expected annual portfolio
     gains distributions would raise          protect against losses          turnover rate for the fund is 50-80%
     shareholders' income tax liability       if a stock is overvalued
                                              and its value later falls

--------


3        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 quantity of an underlying instrument at a
         pre-determined 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.
</TABLE>

<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 GLOBAL
HEALTHTECH EQUITY FUND                    TELEPHONE:  1-800-521-5411
Morgan Christiana Center                  HEARING IMPAIRED:  1-888-468-4015
J.P. Morgan Funds Services-2/OPS3         EMAIL:  [email protected]
500 Stanton Christiana Road
Newark, DE 19713

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.

 [RIGHT SIDE BAR]

J.P. MORGAN FUNDS AND THE MORGAN TRADITION

The J.P. Morgan 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, the
J.P. Morgan Funds offer a broad array of distinctive opportunities for mutual
fund investors.

JP MORGAN

------------------------------------------------------------------------------
J.P. Morgan Funds

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


<PAGE>
                                         ____________, 2000          PROSPECTUS


J.P. MORGAN INSTITUTIONAL GLOBAL HEALTHTECH
EQUITY FUND

                                        ---------------------------
                                        Seeking high total return from a
                                        portfolio of global equity securities in
                                        the healthcare and related 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.

                                    JP MORGAN

Distributed by Funds Distributor, Inc.

<PAGE>
CONTENTS

<TABLE>
<CAPTION>
                                                        J.P. MORGAN GLOBAL HEALTHTECH EQUITY FUND
-----------------------------------------   ---------   -------------------------------------------------------------

<S>                                           <C>        <C>
The fund's goal,                              --
principal strategies,                                   Fund description......................................
principal risks,                                        Investor
                                                        expenses............................................
performance and expenses


                                                        GLOBAL EQUITY MANAGEMENT APPROACH
-----------------------------------------   ---------   -------------------------------------------------------------

J.P. Morgan's                                 --        J.P. Morgan...........................................
investment philosophy                                   J.P. Morgan Global
                                                        HealthTech Equity Fund................................
                                                        Who may want to invest................................
                                                        Global equity investment process......................


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

Investing in the J.P.                         --        Investing through a financial professional............
Morgan Global                                           Investing through an employer-sponsored
HealthTech Equity                                          retirement plan....................................
Fund                                                    Investing through an IRA or rollover IRA..............
                                                        Investing directly....................................
                                                        Opening your account..................................
                                                        Adding to your account................................
                                                        Selling shares........................................
                                                        Account and transaction policies......................
                                                        Dividends and distributions...........................
                                                        Tax considerations....................................


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

More about risk and the                       --        Business structure....................................
fund's business operations                              Management and administration.........................
                                                        [Performance of Private Accounts].....................
                                                        Risk and reward elements...............................
-----------------------------------------   ---------   -------------------------------------------------------------

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

<PAGE>
J.P. MORGAN GLOBAL HEALTHTECH
EQUITY FUND
                                                         TICKER SYMBOL: ________
------------------------------------------------------------------------------

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 ____ - ____.

GOAL

The fund seeks to provide high total return from a portfolio of equity
securities in the healthcare and related sectors worldwide. This goal can be
changed without shareholder approval.

INVESTMENT APPROACH

PRINCIPAL STRATEGIES

The fund invests primarily in equity stocks and other securities of U.S. and
foreign healthcare, biotechnology, medical technology and life sciences
companies of all sizes that offer potential for growth. 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, personal care or cosmetics, agricultural and veterinary applications,
and the environment; 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 and,
to a lesser extent, emerging markets. The Fund may hedge 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 __
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.

Because the fund's investments are concentrated in the healthcare and related
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. Health care 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 may 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. These risks
are higher in emerging markets. Foreign securities are generally riskier than
their domestic counterparts. 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.


[RIGHT SIDE BAR]

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

PORTFOLIO MANAGEMENT

The fund's assets are managed by J.P. Morgan, which currently manages
approximately $[376] billion, including more than $ _______ billion using
similar strategies as the fund.

The portfolio management team is led by _______________, managing director, who
has been at J.P. Morgan since ____________.

<PAGE>
[RIGHT SIDE BAR]

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.

<PAGE>
INVESTOR EXPENSES

<TABLE>
<CAPTION>
<S>                                                 <C>
The estimated expenses of the fund before and       ANNUAL FUND OPERATING EXPENSES1 (%)
                                                    -----------------------------------
after reimbursement are shown at right.  The fund   (expenses that are deducted from fund assets)
has no sales, redemption, exchange, or account
fees, although some institutions may charge you a   Management fees                            1.25
fee for shares you buy through them.  The annual    Distribution (12b-1) fees none
fund expenses after reimbursement are deducted      Other expenses                             ____
from fund assets prior to performance               ____________________________________________
calculations.
                                                    TOTAL OPERATING EXPENSES  ____

                                                    Fee waiver and
                                                    expense reimbursement2    ____
                                                    --------------------------------------------
---------------------------------------------------
                                                    NET EXPENSES2                              1.50
EXPENSE EXAMPLES2                                   ____________________________________________
---------------------------------------------------
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
_______ through _______ 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($)               ____       ____

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

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

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 __/ __/ 00 by Morgan Guaranty Trust Company of
     New York, an affiliate of J.P. Morgan, to reimburse the fund to the extent
     expenses (excluding extraordinary expenses) exceed 1.50% of the fund's
     average daily net assets through __/ __/01.
</TABLE>

<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 [375] analysts and portfolio
managers around the world and has more than [$376] billion in assets under
management, including assets managed by the fund's adviser, J.P. Morgan
Investment Management Inc.

J.P. MORGAN GLOBAL HEALTHTECH
EQUITY FUND
The fund invests primarily in stocks and other equity securities of U.S. and
foreign companies principally conducting business in the healthcare and related
sectors. As a shareholder, you should anticipate risks and rewards beyond those
of a typical equity fund investing solely in U.S. stocks representing a broader
range of industries.
[RIGHT SIDE BAR]
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 and related 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 healthcare and related
     sectors

o    are looking for a less aggressive stock investment

<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

[LEFT SIDE BAR]

J.P. MORGAN ANALYSTS DEVELOP PROPRIETARY FUNDAMENTAL RESEARCH

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,
media 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 healthcare and healthcare-related sectors includes more than __ members,
with an average of over ___ years of experience.

[LEFT SIDE BAR]

USING RESEARCH AND VALUATIONS, THE FUND'S MANAGEMENT TEAM CHOOSES STOCKS FOR THE
FUND

STOCK SELECTION Using research as the basis for investment decisions, J.P.
Morgan portfolio managers construct a diversified stock portfolio representing
companies in the healthcare and related sectors, which in their view have an
exceptional return potential relative to other companies in these sectors. J.P.
Morgan's stock selection criteria focuses on highly rated U.S. and foreign
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.

[LEFT SIDE BAR]

MORGAN MAY ADJUST CURRENCY EXPOSURE TO SEEK TO MANAGE RISKS AND ENHANCE RETURNS

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.

<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.

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. Morgan Institutional Funds
     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.

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.

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 (generally 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.

------------------------------------------------------------------
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 5:00 p.m. eastern
time on fund business days.
------------------------------------------------------------------

<PAGE>
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.

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.

<PAGE>
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:


ADVISORY SERVICES                1.25% of the fund's
                                 average net assets

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

[PERFORMANCE OF PRIVATE ACCOUNTS

The fund's investment objective and policies are substantially similar to those
used by J.P. Morgan in managing certain discretionary investment management
accounts. The chart below shows the historical investment performance for a
composite of these private accounts (the "Private Account Composite") and for
the fund's benchmark index.

The performance of Private Account Composite does not represent the fund's
performance nor should it be interpreted as indicative of the fund's future
performance. The accounts in the Private Account Composite are not subject to
the same regulatory requirements and limitations imposed on mutual funds. If the
accounts included in the Private Account Composite had been subject to these
regulatory requirements and limitations, their performance might have been
lower.

Additionally, although it is anticipated that the fund and the Private Account
Composite will hold similar securities, their investment results are expected to
differ. In particular, difference in asset size and cash flow resulting from
purchases and redemptions of fund shares may result in different securities
selections, differences in the relative weightings of securities or differences
in the prices paid for particular fund holdings.

The performance of the Private Account Composite reflects the deductions of the
fund's estimated total operating expenses, after expense reimbursement, and the
reinvestment of dividends and other distributions.

<TABLE>
<CAPTION>
                                                                               Annual Total Returns for the Year Ended December 31,

<S>                     <C>     <C>      <C>      <C>      <C>     <C>      <C>      <C>      <C>      <C>
                        1990    1991     1992     1993     1994    1995     1996     1997     1998     1999
PRIVATE ACCOUNT            %       %        %        %        %       %        %        %        %        %
COMPOSITE
----------------------- ------- -------- -------- -------- ------- -------- -------- -------- -------- -------
WORLD HEALTHCARE           %       %        %        %        %       %        %        %        %        %
INDEX*
----------------------- ------- -------- -------- -------- ------- -------- -------- -------- -------- -------
</TABLE>

The Private Account Composite currently includes all discretionary accounts
managed by J.P. Morgan using a substantially similar investment strategy as the
fund. The inception date for the Private Account Composite was __________. Prior
to __________, the composite may not have included all discretionary accounts.


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

*        The World Healthcare Index is ______________.]

<PAGE>
<TABLE>
<CAPTION>
RISK AND REWARD ELEMENTS
<S>                                      <C>                        <C>
This table  discusses  the main  elements  that make up the         It also outlines the fund's policies toward
fund's overall risk and reward characteristics.                     various securities, including those that are
                                                                    designed to help the fund manage risk.
---------------------------------------- ------------------------------- -----------------------------------------------
POTENTIAL RISKS                          POTENTIAL REWARDS               POLICIES TO BALANCE RISK AND REWARD
---------------------------------------- ------------------------------- -----------------------------------------------

MARKET CONDITIONS
o                 The fund's share       o        Stocks have            o        Under normal circumstances, the fund
      price and performance will               generally outperformed         plans to remain fully invested, with at
      fluctuate in response to stock           more stable investments        least 65% in stocks; stock investments
      market movements                         (such as bonds and cash        may include U.S. and foreign common
                                               equivalents) over the          stocks, convertible securities,
                                               long term                      preferred stocks, trust or partnership
                                                                              interests, warrants, rights, and
                                                                              investment company securities

o        Adverse market conditions may                                   o        The fund seeks to limit risk through
     from time to time cause the fund                                         diversification
     to take a temporary defensive
     position that is inconsistent                                       o        During severe market downturns, the
     with its principal investment                                            fund has the option of investing up to
     strategies and may hinder the                                            100% of assets in investment-grade
     fund from achieving its                                                  short-term securities
     investment objective

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


SECTOR CONCENTRATION
O        The value of fund shares will   o        Stocks within these    o        The fund's portfolio is diversified
     be affected by factors peculiar          sectors have generally          across several sub-sectors and
     to the sectors in which the fund         out-performed the               throughout several geographic regions to
     invests, and, as a result, may           broader market indices          reduce sector concentration risk
     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     o        The fund actively manages the
     movements could reduce gains or          rate movements could            currency exposure of its foreign
     create losses                            generate gains or reduce        investments and may hedge a portion of
                                              losses                          its foreign currency exposure into the
                                                                              U.S. dollar or other currencies which
                                                                              the adviser deems more attractive (see
                                                                              also "Derivatives")

o        The fund could lose money       o        Foreign investments,   o        The funds seek to limit risk and
     because of foreign government            which represent a major         enhance performance through active
     actions, political instability or        portion of the world's          management, country allocation and
     lack of adequate and accurate            securities, offer               diversification
     information                              attractive potential
                                              performance and
                                              opportunities for
                                              diversification

o        Investment risks tend to be     o        Emerging markets can
     higher in emerging markets.              offer higher returns
     These markets also present higher
     liquidity and valuation risks

DERIVATIVES
o        Derivatives such as futures,    o        Hedges that            o        The fund uses derivatives for
     options, swaps and forward               correlate well with             hedging and for risk management (i.e.,
     foreign currency contracts that          underlying positions can        to establish or adjust exposure to
     are used for hedging the                 reduce or eliminate             particular securities, markets or
     portfolio or specific securities         losses at low cost              currencies); risk management may include
     may not fully offset the            o        The fund could make         management of a fund's exposure relative
     underlying positions and this            money and protect               to its benchmark
     could result in losses to the            against losses if
     fund that would not have                 management's analysis
     otherwise occurred 3                     proves correct

o        Derivatives used for risk       o        Derivatives that       o        The fund only establishes hedges
     management may not have the              involve leverage could          that it expects will be highly
     intended effects and may result          generate substantial            correlated with underlying positions
     in losses or missed opportunities        gains at low cost

o        The counterparty to a                                           o        While the fund may use derivatives
     derivatives contract could default                                       that incidentally involve leverage, it
o        Certain types of derivatives                                         does not use them for the specific
     involve costs to the fund which                                          purpose of leveraging its portfolio
     can reduce returns

o        Derivatives that involve
     leverage could magnify losses


SECURITIES LENDING
O        When the fund lends a           o        The fund may enhance   o        J.P. Morgan maintains a list of
     security, there is a risk that           income through the              approved borrowers
     the loaned securities may not be         investment of the          o        The fund receives collateral equal
     returned if the borrower defaults        collateral received from        to at least 100% of the current value of
O        The collateral will be               the borrower                    securities loaned
     subject to the risks of the                                         o        The lending agents indemnify the
     securities in which it is invested                                       fund against 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             o        These holdings may     o        The fund may not invest more than
     difficulty valuing these holdings        offer more attractive           15% of net assets in illiquid holdings
     precisely                                yields or potential
                                              growth than comparable     o        To maintain adequate liquidity to
o        The fund could be unable to          widely traded securities        meet redemptions, the fund may hold
     sell these holdings at the time                                          investment-grade short-term securities
     or price it desires                                                      (including 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 securities o The fund can take o The fund uses
     segregated accounts to before issue or for delayed advantage of attractive
     offset leverage risk delivery, it could be exposed to transaction
     opportunities leverage risk if it does not use segregated accounts

SHORT-TERM TRADING
O        Increased trading would raise   o        The fund could         o        The fund generally avoids short-term
     the fund's brokerage and related         realize gains in a short        trading, except to take advantage of
     costs                                    period of time                  attractive or unexpected opportunities
                                                                              or to meet demands generated by
                                                                              shareholder activity

o        Increased short-term capital    o        The fund could         o        The expected annual portfolio
     gains distributions would raise          protect against losses          turnover rate for the fund is 50-80%
     shareholders' income tax liability       if a stock is overvalued
                                              and its value later falls

--------

3        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 quantity of an underlying instrument at a
         pre-determined 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.
</TABLE>

<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 GLOBAL
HEALTHTECH EQUITY FUND                   TELEPHONE:  1-800-766-7722
Morgan Christiana Center                 HEARING IMPAIRED:  1-888-468-4015
J.P. Morgan Funds Services-2/OPS3        EMAIL:  [email protected]
500 Stanton Christiana Road
Newark, DE 19713

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.

 [RIGHT SIDE BAR]

J.P. MORGAN INSTITUTIONAL FUNDS AND THE MORGAN TRADITION

The J.P. Morgan Institutional 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, the J.P. Morgan Institutional Funds offer a broad
array of distinctive opportunities for mutual fund investors.

JP MORGAN

-------------------------------------------------------------------------------
J.P. Morgan Institutional 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>
                                        ____________, 2000         PROSPECTUS


J.P. MORGAN GLOBAL HEALTHTECH
EQUITY FUND  [- ADVISOR SERIES]

                                        ---------------------------
                                        Seeking high total return from a
                                        portfolio of global equity securities in
                                        the healthcare and related 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.

                                    JP MORGAN

Distributed by Funds Distributor, Inc.

<PAGE>
CONTENTS

<TABLE>
<CAPTION>
                                                        J.P. MORGAN GLOBAL HEALTHTECH EQUITY FUND
-----------------------------------------   ---------   -------------------------------------------------------------

<S>                                           <C>       <C>
The fund's goal,                              --
principal strategies,                                   Fund description......................................
principal risks,                                        Investor
                                                        expenses............................................
performance and expenses


                                                        GLOBAL EQUITY MANAGEMENT APPROACH
-----------------------------------------   ---------   -------------------------------------------------------------

J.P. Morgan's                                 --        J.P. Morgan...........................................
investment philosophy                                   J.P. Morgan Global
                                                        HealthTech Equity Fund................................
                                                        Who may want to invest................................
                                                        Global equity investment process......................


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

Investing in the J.P.                         --        Investing through a service organization..............
Morgan Global                                           Account and transaction policies......................
HealthTech Equity                                       Dividends and distributions...........................
Fund                                                    Tax considerations....................................


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

More about risk and the                       --        Business structure....................................
fund's business operations                              Management and administration.........................
                                                        [Performance of Private Accounts].....................
                                                        Risk and reward elements...............................
-----------------------------------------   ---------   -------------------------------------------------------------

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

<PAGE>
J.P. MORGAN GLOBAL HEALTHTECH
EQUITY FUND [- ADVISOR SERIES]
                                                         TICKER SYMBOL: ________
------------------------------------------------------------------------------

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 ____ - ____.

GOAL

The fund seeks to provide high total return from a portfolio of equity
securities in the healthcare and related sectors worldwide. This goal can be
changed without shareholder approval.

INVESTMENT APPROACH

PRINCIPAL STRATEGIES

The fund invests primarily in stocks and other equity securities of U.S. and
foreign healthcare, biotechnology, medical technology and life sciences
companies of all sizes that offer potential for growth. 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, personal care or cosmetics, agricultural and veterinary applications,
and the environment; 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 and,
to a lesser extent, emerging markets. The Fund may hedge 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 __
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.

Because the fund's investments are concentrated in the healthcare and related
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. Health care 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 may 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. These risks
are higher in emerging markets. Foreign securities are generally riskier than
their domestic counterparts. 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.


[RIGHT SIDE BAR]

REGISTRANT: J.P. MORGAN SERIES TRUST
(J.P. MORGAN GLOBAL HEALTHTECH
EQUITY FUND: ADVISOR SERIES)

PORTFOLIO MANAGEMENT

The fund's assets are managed by J.P. Morgan, which currently manages
approximately $[376] billion, including more than $ _______ billion using
similar strategies as the fund.

The portfolio management team is led by _______________, managing director, who
has been at J.P. Morgan since ____________.

<PAGE>
[RIGHT SIDE BAR]

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.

<PAGE>
INVESTOR EXPENSES

<TABLE>
<CAPTION>
<S>                                                  <C>
The estimated expenses of the fund before and       ANNUAL FUND OPERATING EXPENSES1 (%)
                                                    -----------------------------------
after reimbursement are shown at right.  The fund   (expenses that are deducted from fund assets)
has no redemption, exchange, or account fees,
although some institutions may charge you a fee     Management fees                            1.25
for shares you buy through them.  The annual fund   Distribution (12b-1) fees none
expenses after reimbursement are deducted from      Service fees2                              0.25%
fund assets prior to performance calculations.      Other expenses                             ____
                                                    --------------------------------------------

                                                    TOTAL OPERATING EXPENSES  ____

                                                    Fee waiver and
                                                    expense reimbursement3    1.50
                                                    --------------------------------------------
---------------------------------------------------
                                                    NET EXPENSES3                              ____
EXPENSE EXAMPLES3                                   ____________________________________________
---------------------------------------------------
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
_______ through _______ 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($)               ____       ____

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


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

2    Service organizations (described on page __) 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.

3    Reflects an agreement dated __/ __/ 00 by Morgan Guaranty Trust Company of
     New York, an affiliate of J.P. Morgan, to reimburse the fund to the extent
     expenses (excluding extraordinary expenses) exceed 1.50% of the fund's
     average daily net assets through __/ __/01.
</TABLE>

<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 [375] analysts and portfolio
managers around the world and has more than [$376] billion in assets under
management, including assets managed by the fund's adviser, J.P. Morgan
Investment Management Inc.

J.P. MORGAN GLOBAL HEALTHTECH
EQUITY FUND
The fund invests primarily in stocks and other equity securities of U.S. and
foreign companies principally conducting business in the healthcare and related
sectors. As a shareholder, you should anticipate risks and rewards beyond those
of a typical equity fund investing solely in U.S. stocks representing a broader
range of industries.
[RIGHT SIDE BAR]
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 and related 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 healthcare and related
     sectors

o    are looking for a less aggressive stock investment

<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

[LEFT SIDE BAR]

J.P. MORGAN ANALYSTS DEVELOP PROPRIETARY FUNDAMENTAL RESEARCH

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,
media 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 healthcare and healthcare-related sectors includes more than __ members,
with an average of over ___ years of experience.

[LEFT SIDE BAR]

USING RESEARCH AND VALUATIONS, THE FUND'S MANAGEMENT TEAM CHOOSES STOCKS FOR THE
FUND

STOCK SELECTION Using research as the basis for investment decisions, J.P.
Morgan portfolio managers construct a diversified stock portfolio representing
companies in the healthcare and related sectors, which in their view have an
exceptional return potential relative to other companies in these sectors. J.P.
Morgan's stock selection criteria focuses on highly rated U.S. and foreign
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.

[LEFT SIDE BAR]

MORGAN MAY ADJUST CURRENCY EXPOSURE TO SEEK TO MANAGE RISKS AND ENHANCE RETURNS

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.

<PAGE>
YOUR INVESTMENT

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

INVESTING THROUGH SERVICE ORGANIZATIONS

Prospective investors may only purchase 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
------------------------------------------------------------------

TRANSFER AGENT
STATE STREET BANK AND TRUST COMPANY
P.O. Box 8411
Boston, MA 02266-8411
Attention:  JP Morgan Funds Services
------------------------------------------------------------------

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 (generally 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.


SHAREHOLDER SERVICES AGENT
Morgan Christiana Center
J.P. MORGAN FUNDS SERVICES-2/OPS3
500 Stanton Christiana Road
Newark, DE  19713
1-800-521-5411

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

<PAGE>
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.

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.

<PAGE>
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:

ADVISORY SERVICES                1.25% of the fund's
                                 average net assets

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


[PERFORMANCE OF PRIVATE ACCOUNTS

The fund's investment objective and policies are substantially similar to those
used by J.P. Morgan in managing certain discretionary investment management
accounts. The chart below shows the historical investment performance for a
composite of these private accounts (the "Private Account Composite") and for
the fund's benchmark index.

The performance of Private Account Composite does not represent the fund's
performance nor should it be interpreted as indicative of the fund's future
performance. The accounts in the Private Account Composite are not subject to
the same regulatory requirements and limitations imposed on mutual funds. If the
accounts included in the Private Account Composite had been subject to these
regulatory requirements and limitations, their performance might have been
lower.

Additionally, although it is anticipated that the fund and the Private Account
Composite will hold similar securities, their investment results are expected to
differ. In particular, difference in asset size and cash flow resulting from
purchases and redemptions of fund shares may result in different securities
selections, differences in the relative weightings of securities or differences
in the prices paid for particular fund holdings.

The performance of the Private Account Composite reflects the deductions of the
fund's estimated total operating expenses, after expense reimbursement, and the
reinvestment of dividends and other distributions.

<TABLE>
<CAPTION>
                                                                               Annual Total Returns for the Year Ended December 31,

<S>                     <C>     <C>      <C>      <C>      <C>     <C>      <C>      <C>      <C>      <C>
                        1990    1991     1992     1993     1994    1995     1996     1997     1998     1999
PRIVATE ACCOUNT            %       %        %        %        %       %        %        %        %        %
COMPOSITE
----------------------- ------- -------- -------- -------- ------- -------- -------- -------- -------- -------
WORLD HEALTHCARE           %       %        %        %        %       %        %        %        %        %
INDEX*
----------------------- ------- -------- -------- -------- ------- -------- -------- -------- -------- -------
</TABLE>

The Private Account Composite currently includes all discretionary accounts
managed by J.P. Morgan using a substantially similar investment strategy as the
fund. The inception date for the Private Account Composite was __________. Prior
to __________, the composite may not have included all discretionary accounts.

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

*        The World Healthcare Index is ____________.]

<PAGE>
<TABLE>
<CAPTION>
RISK AND REWARD ELEMENTS
<S>                                      <C>                         <C>
This table  discusses  the main  elements  that make up the         It also outlines the fund's policies toward
fund's overall risk and reward characteristics.                     various securities, including those that are
                                                                    designed to help the fund manage risk.
---------------------------------------- ------------------------------- -----------------------------------------------
POTENTIAL RISKS                          POTENTIAL REWARDS               POLICIES TO BALANCE RISK AND REWARD
---------------------------------------- ------------------------------- -----------------------------------------------

MARKET CONDITIONS
o                 The fund's share       o        Stocks have            o        Under normal circumstances, the fund
      price and performance will               generally outperformed         plans to remain fully invested, with at
      fluctuate in response to stock           more stable investments        least 65% in stocks; stock investments
      market movements                         (such as bonds and cash        may include U.S. and foreign common
                                               equivalents) over the          stocks, convertible securities,
                                               long term                      preferred stocks, trust or partnership
                                                                              interests, warrants, rights, and
                                                                              investment company securities

o        Adverse market conditions may                                   o        The fund seeks to limit risk through
     from time to time cause the fund                                         diversification
     to take a temporary defensive
     position that is inconsistent                                       o        During severe market downturns, the
     with its principal investment                                            fund has the option of investing up to
     strategies and may hinder the                                            100% of assets in investment-grade
     fund from achieving its                                                  short-term securities
     investment objective

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


SECTOR CONCENTRATION
O        The value of fund shares will   o        Stocks within these    o        The fund's portfolio is diversified
     be affected by factors peculiar          sectors have generally          across several sub-sectors and
     to the sectors in which the fund         out-performed the               throughout several geographic regions to
     invests, and, as a result, may           broader market indices          reduce sector concentration risk
     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     o        The fund actively manages the
     movements could reduce gains or          rate movements could            currency exposure of its foreign
     create losses                            generate gains or reduce        investments and may hedge a portion of
                                              losses                          its foreign currency exposure into the
                                                                              U.S. dollar or other currencies which
                                                                              the adviser deems more attractive (see
                                                                              also "Derivatives")

o        The fund could lose money       o        Foreign investments,   o        The funds seek to limit risk and
     because of foreign government            which represent a major         enhance performance through active
     actions, political instability or        portion of the world's          management, country allocation and
     lack of adequate and accurate            securities, offer               diversification
     information                              attractive potential
                                              performance and
                                              opportunities for
                                              diversification

o        Investment risks tend to be     o        Emerging markets can
     higher in emerging markets.              offer higher returns
     These markets also present higher
     liquidity and valuation risks

DERIVATIVES
o        Derivatives such as futures,    o        Hedges that            o        The fund uses derivatives for
     options, swaps and forward               correlate well with             hedging and for risk management (i.e.,
     foreign currency contracts that          underlying positions can        to establish or adjust exposure to
     are used for hedging the                 reduce or eliminate             particular securities, markets or
     portfolio or specific securities         losses at low cost              currencies); risk management may include
     may not fully offset the            o        The fund could make         management of a fund's exposure relative
     underlying positions and this            money and protect               to its benchmark
     could result in losses to the            against losses if
     fund that would not have                 management's analysis
     otherwise occurred 4                     proves correct

o        Derivatives used for risk       o        Derivatives that       o        The fund only establishes hedges
     management may not have the              involve leverage could          that it expects will be highly
     intended effects and may result          generate substantial            correlated with underlying positions
     in losses or missed opportunities        gains at low cost

o        The counterparty to a                                           o        While the fund may use derivatives
     derivatives contract could default                                       that incidentally involve leverage, it
o        Certain types of derivatives                                         does not use them for the specific
     involve costs to the fund which                                          purpose of leveraging its portfolio
     can reduce returns

o        Derivatives that involve
     leverage could magnify losses

SECURITIES LENDING
O        When the fund lends a           o        The fund may enhance   o        J.P. Morgan maintains a list of
     security, there is a risk that           income through the              approved borrowers
     the loaned securities may not be         investment of the          o        The fund receives collateral equal
     returned if the borrower defaults        collateral received from        to at least 100% of the current value of
O        The collateral will be               the borrower                    securities loaned
     subject to the risks of the                                         o        The lending agents indemnify the
     securities in which it is invested                                       fund against 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             o        These holdings may     o        The fund may not invest more than
     difficulty valuing these holdings        offer more attractive           15% of net assets in illiquid holdings
     precisely                                yields or potential
                                              growth than comparable     o        To maintain adequate liquidity to
o        The fund could be unable to          widely traded securities        meet redemptions, the fund may hold
     sell these holdings at the time                                          investment-grade short-term securities
     or price it desires                                                      (including 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 securities o The fund can take o The fund uses
     segregated accounts to before issue or for delayed advantage of attractive
     offset leverage risk delivery, it could be exposed to transaction
     opportunities leverage risk if it does not use segregated accounts

SHORT-TERM TRADING
O        Increased trading would raise   o        The fund could         o        The fund generally avoids short-term
     the fund's brokerage and related         realize gains in a short        trading, except to take advantage of
     costs                                    period of time                  attractive or unexpected opportunities
                                                                              or to meet demands generated by
                                                                              shareholder activity

o        Increased short-term capital    o        The fund could         o        The expected annual portfolio
     gains distributions would raise          protect against losses          turnover rate for the fund is 50-80%
     shareholders' income tax liability       if a stock is overvalued
                                              and its value later falls
--------

4        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 quantity of an underlying instrument at a
         pre-determined 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.
</TABLE>

<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 GLOBAL
HEALTHTECH EQUITY FUND                  TELEPHONE:  1-800-521-5411
Morgan Christiana Center                HEARING IMPAIRED:  1-888-468-4015
J.P. Morgan Funds Services-2/OPS3       EMAIL:  [email protected]
500 Stanton Christiana Road
Newark, DE 19713

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.

 [RIGHT SIDE BAR]

J.P. MORGAN FUNDS AND THE MORGAN TRADITION

The J.P. Morgan 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, the
J.P. Morgan Funds offer a broad array of distinctive opportunities for mutual
fund investors.

JP MORGAN

--------------------------------------------------------------------------------
J.P. Morgan Funds

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


<PAGE>
                            J.P. MORGAN SERIES TRUST





                    J.P. MORGAN GLOBAL HEALTHTECH EQUITY FUND






                       STATEMENT OF ADDITIONAL INFORMATION




                                __________, 2000




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

<PAGE>
                                Table of Contents


                                                                            Page

General......................................................................1
Investment Objective and Policies............................................1
Investment Restrictions.....................................................20
Trustees and Members of the Advisory Board..................................22
Officers....................................................................24
Code of Ethics..............................................................26
Investment Advisor..........................................................26
Distributor.................................................................28
Co-Administrator............................................................29
Services Agent..............................................................29
Custodian and Transfer Agent................................................30
Shareholder Servicing.......................................................30
Service Organizations - Advisor Series Shares...............................31
Distribution Plan - Advisor Series Shares...................................32
Financial Professionals.....................................................33
Independent Accountants.....................................................33
Expenses....................................................................33
Purchase of Shares..........................................................34
Redemption of Shares........................................................35
Exchange of Shares..........................................................36
Dividends and Distributions.................................................36
Net Asset Value.............................................................36
Performance Data............................................................38
Portfolio Transactions......................................................39
Massachusetts Trust.........................................................40
Description of Shares.......................................................41
Taxes.......................................................................42
Additional Information......................................................46
Appendix A -- Description of Securities Ratings..............................1

<PAGE>
GENERAL

     J.P. Morgan Global HealthTech Equity 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 Series 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 healthcare and related 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 healthcare and related 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's more than ___ career analysts dedicated to the
healthcare and related sectors forecast normalized earnings and dividend payouts
for roughly _________ 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 credit guidelines approved by the
Trustees of the Trust. 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, a 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 segregate securities
in an amount at least equal to its purchase obligations under its reverse
repurchase agreements. See "Investment Restrictions" for the Fund's limitations
on reverse repurchase agreements and bank borrowings.

     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.

     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 intends to meet the diversification requirements of the 1940 Act.
Current 1940 Act diversification requirements require that with respect to 75%
of the assets of the Fund: (1) the Fund may not invest more than 5% of its total
assets in the securities of any one issuer, except obligations of the U.S.
Government, its agencies and instrumentalities, and (2) the Fund may not own
more than 10% of the outstanding voting securities of any one issuer. As for the
other 25% of the Fund's assets not subject to the limitation described above,
there is no limitation on investment of these assets under the 1940 Act, so that
all of such assets may be invested in securities of any one issuer. Investments
not subject to the limitations described above could involve an increased risk
to the Fund should an issuer, or a state or its related entities, be unable to
make interest or principal payments or should the market value of such
securities decline.

     The Fund also 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." To meet these requirements, the
Fund must diversify its holdings so that, with respect to 50% of the Fund's
assets, no more than 5% of its assets are invested in the securities of any one
issuer other than the U.S. Government at the close of each quarter of the Fund's
taxable year. The Fund may, with respect to the remaining 50% of its assets,
invest up to 25% of its assets in the securities of any one issuer (except this
limitation does not apply to U.S. Government securities).

     The Fund may invest in convertible debt securities, for which there are no
specific quality requirements. In addition, at the time the Fund invests in any
commercial paper, bank obligation or repurchase agreement, the issuer must have
outstanding debt rated A or higher by Moody's or Standard & Poor's, the issuer's
parent corporation, if any, must have outstanding commercial paper rated Prime-1
by Moody's or A-1 by Standard & Poor's, or if no such ratings are available, the
investment must be of comparable quality in the Advisor's opinion. At the time
the Fund invests in any other short-term debt securities, they must be rated A
or higher by Moody's or Standard & Poor's, or if unrated, the investment must be
of comparable quality in the Advisor's opinion. At the time the Fund invests in
any corporate debt securities, they must be rated B or better by Standard &
Poor's or Moody's. See Appendix A for a description of securities 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.

     BELOW INVESTMENT GRADE DEBT. Although the Fund has no current intention to
do so, it may purchase certain lower rated securities, such as those rated Ba or
B by Moody's or BB or B by Standard & Poor's (commonly known as junk bonds),
which 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 greater income 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 determine accurately the Fund's net
asset value.

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 Trust's Board of Trustees. 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 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
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 and
healthcare-related 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 directly or
indirectly secured by real estate or (b) securities 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 business addresses, principal occupations
during the past five years and dates of birth are set forth below.

     FREDERICK S. ADDY -- Trustee; Retired; Prior to April 1994, Executive Vice
President and Chief Financial Officer, Amoco Corporation. His address is 5300
Arbutus Cove, Austin, Texas 78746, and his date of birth is January 1, 1932.

     WILLIAM G. BURNS -- Trustee; Retired; Former Vice Chairman and Chief
Financial Officer, NYNEX. His address is 2200 Alaqua Drive, Longwood, Florida
32779, 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. His address is 14 Alta Vista Drive,
RD #2, Princeton, New Jersey 08540, 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 1993. His
address is Pine Tree Country Club Estates, 10286 Saint Andrews Road, Boynton
Beach, Florida 33436, 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. His address
is 10 Charnwood Drive, Suffern, New York 10910, 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.  Mr. Healy is also an "interested  person" (as defined in the 1940
     Act) of the Advisor due to his son's  affiliation with JPMIM.

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

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

                                                       -------------------------  ------------------------------------
<S>                                                    <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
------------------------------------------------------ -------------------------- -------------------------------------
------------------------------------------------------ -------------------------- -------------------------------------

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

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 and Portfolio'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 will 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 -- 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.

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 1993. 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.

     JOHN P. COVINO - Vice President and Assistant Treasurer. Vice President and
Treasury Group Manger of Treasury Services and Administration of FDI. Prior to
November 1998, Mr. Covino was employed by Fidelity Investments where he held
multiple positions in their Institutional Brokerage Group. Prior to joining
Fidelity, Mr. Covino was employed by SunGard Brokerage systems where he was
responsible for the technology and development of the accounting product group.
His date of birth is October 8, 1963.

     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.

     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 in the Funds Administration group
as a Manager of the Tax Group and is 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.

CODE OF ETHICS

     The Trust and the Advisor 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 more than $376 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.

     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. The Advisor currently employs over 375 research
analysts, capital markets researchers, portfolio managers and traders and one of
the largest research staffs in the money management industry, in its investment
management divisions located in New York, London, Tokyo, Frankfurt, and
Singapore to cover companies, industries and countries on site.

     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. 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."

     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 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 executes 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 _____% 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 thereafter 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 thereafter 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 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 Funds' 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 Series 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 SERIES SHARES

     With respect to the Advisor Series Shares only, the Trust, on behalf of the
Fund, has adopted a service plan (the "Plan") with respect to the 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 _______ __,
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 Series 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 Series 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 Series 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 Series 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 SERIES 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 ______ __, 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 Series Shares at an
annual rate not to exceed 0.25% of the value of the average daily net assets
attributable to Advisor Series 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 Series 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 Series
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 Series 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 Series 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 Series 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

     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 Series Shares" and "Distribution Plan--Advisor Series
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 ________, 200_ to the extent necessary to maintain the Fund's
total operating expenses at the following annual rates of the Fund's average
daily assets. This limit does not cover extraordinary expenses.

                Select Shares:  ____% until _________, 2001
                Institutional Shares:  ____% until _______, 2001
                Advisor Series Shares:  ____% until _______, 2001

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. 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 restricted and 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 by calling Morgan at (800) 766-7722.

     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.

     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 Series 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 W8 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 will generally be treated as derived from
U.S. sources, however, and certain foreign currency gains and losses likewise
will 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 Prospectus 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
Prospectus 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
Prospectus 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 Prospectus 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>
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.

<PAGE>

                                     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.(11)

          (a)7 Amendment No. 7 to Declaration of Trust (11)

          (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 Investment Advisory Agreement between Registrant and J.P. Morgan
Investment Management Inc.(11)

          (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 The 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)2(a) Administrative Services Agreement between Registrant and
Morgan.(11)

          (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 Shareholder Servicing Agreement between Registrant and
Morgan.(11)

          (j) Consent of independent accountants.(15)

          (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.(13)

          (o)4 18f-3 Plan for J.P. Morgan Global Technology, Media &
Telecommunications Fund and J.P. Morgan Global Healthtech Equity Fund.(15)

          (p)(1) Code of Ethics for J.P. Morgan Series Trust.(14)

          (p)(2) Code of Ethics for J.P. Morgan Investment Management Inc. (14)

          (p)(3) Code of Ethics for Funds Distributor Inc.(14)

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

          (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 June 28, 2000.

          (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 February 1, 1999 (Accession No.
               0000899681-99-000024).

          (14) Incorporated herein from Registrant's registration statement on
               Form N-1A as filed on April 17, 2000 (Accession No.
               0001041455-00-000096).

          (15) To be filed by amendment.


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 28th day of July, 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 July 28, 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.




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