JP MORGAN SERIES TRUST
485BPOS, 2000-07-31
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As filed with the U.S. Securities and Exchange Commission on July 31, 2000


                     Registration Nos. 333-11125 and 811-07795


                      U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549

                                     FORM N-1A

         REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                        POST-EFFECTIVE AMENDMENT NO. 26

                                            AND

            REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

                                AMENDMENT NO. 27

                               J.P. MORGAN SERIES TRUST
                              (formerly JPM Series Trust)
                  (Exact Name of Registrant as Specified in Charter)

               60 State Street, Suite 1300, Boston, Massachusetts 02109
                       (Address of Principal Executive Offices)

          Registrant's Telephone Number, including Area Code: (617) 557-0700

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

      Copy to:      John E. Baumgardner, Jr., Esq.
                          Sullivan & Cromwell
                          125 Broad Street
                          New York, New York 10004


It is proposed that this filing will become effective (check appropriate box):

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


<PAGE>

Part A


<PAGE>

--------------------------------------------------------------------------------
                                                     AUGUST 1, 2000 | PROSPECTUS
--------------------------------------------------------------------------------

J.P. MORGAN INSTITUTIONAL
TAX AWARE U.S. EQUITY FUND



                                  ----------------------------------------------
                                  Seeking to provide high after tax total return
                                  through a disciplined management approach

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

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

Distributed by Funds Distributor, Inc.                                  JPMorgan
<PAGE>

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

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

J.P. MORGAN INSTITUTIONAL TAX AWARE U.S. EQUITY FUND
Fund description ............................................................  1
Performance. ................................................................  2
Investor expenses ...........................................................  3

3 |

U.S. EQUITY MANAGEMENT APPROACH
J.P. Morgan .................................................................  4
J.P. Morgan Institutional Tax Aware U.S. Equity Fund ........................  4
Who may want to invest ......................................................  4
Investment process ..........................................................  5
Tax aware investing at J.P. Morgan ..........................................  5

5 | Investing in the J.P. Morgan Institutional Tax Aware U.S. Equity Fund

YOUR INVESTMENT
Investing through a financial professional ..................................  6
Investing through an employer-sponsored retirement plan .....................  6
Investing through an IRA or rollover IRA ....................................  6
Investing directly ..........................................................  6
Opening your account ........................................................  6
Adding to your account ......................................................  6
Selling shares ..............................................................  7
Account and transaction policies ............................................  7
Dividends and distributions .................................................  8
Tax considerations ..........................................................  8

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

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

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

J.P. MORGAN INSTITUTIONAL
TAX AWARE U.S. EQUITY FUND
--------------------------------------------------------------------------------

[GRAPHIC OMITTED]
RISK/RETURN SUMMARY
For a more detailed discussion of the fund's investments and their main risks,
as well as fund strategies, please see pages 9-10.

[GRAPHIC OMITTED]
GOAL
The fund's goal is to provide high after tax total return from a portfolio of
selected equity securities. This goal can be changed without shareholder
approval.

[GRAPHIC OMITTED]
INVESTMENT APPROACH
Principal Strategies
The fund invests primarily in large- and medium-capitalization U.S. companies.
Industry by industry, the fund's weightings are similar to those of the Standard
& Poor's 500 Stock Index (S&P 500). The fund can moderately underweight or
overweight industries when it believes it will benefit performance.

Within each industry, the fund focuses on those stocks that are ranked as most
undervalued according to the investment process described on page 4. The fund
generally considers selling stocks that appear overvalued.

To this investment approach the fund adds the element of tax aware investing.
The fund's tax aware investment strategies are described on page 4.

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

By emphasizing undervalued stocks, the fund seeks to produce returns that exceed
those of the S&P 500. At the same time, by controlling the industry weightings
of the fund so that they differ only moderately from the industry weightings of
the S&P 500, the fund seeks to limit its volatility to that of the overall
market, as represented by this index. The fund's tax aware strategies may reduce
your capital gains but will not eliminate them. Maximizing after-tax returns may
require trade-offs that reduce pre-tax returns.

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

--------------------------------------------------------------------------------
                                        REGISTRANT: J.P. MORGAN SERIES TRUST
                                        (J.P. MORGAN TAX AWARE U.S. EQUITY FUND:
                                        INSTITUTIONAL SHARES)

PORTFOLIO MANAGEMENT
The fund's assets are managed by J.P. Morgan, which currently manages
approximately $369 billion, including more than $2,869 million using similar
strategies as the fund.

The portfolio management team is led by Terry E. Banet, vice president, and
Louise Sclafani, vice president. Ms. Banet has been on the team since the fund's
inception in December 1996, and has been at J.P. Morgan since 1985. Prior to
managing this fund, Ms. Banet managed tax aware accounts and helped develop
Morgan's tax aware equity process. Ms. Sclafani has been at J.P. Morgan since
1994. Prior to managing this fund, Ms. Sclafani was an equity analyst and
portfolio manager at Brundage, Story and Rose.

--------------------------------------------------------------------------------
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.

1 | J.P. MORGAN INSTITUTIONAL TAX AWARE U.S. EQUITY FUND
<PAGE>

--------------------------------------------------------------------------------
PERFORMANCE OF A RELATED FUND(unaudited)
Shares of the fund have not previously been offered. Accordingly, the bar chart
and table shown below provide some indication of the risks of investing in the
fund because returns reflect performance of the J.P. Morgan Tax Aware U.S.
Equity Fund (Select shares), a related class of shares.

The bar chart indicates some of the risks by showing changes in the performance
of the Select shares from year to year for each of the Select shares' last 3
calendar years.

The table indicates some of the risks by showing how the Select shares average
annual returns for the past year and the life of the fund compare to those of
the S&P 500 Index. This is a widely recognized, unmanaged index of U.S. stocks
used as a measure of overall U.S. stock performance.

The Select shares past performance does not necessarily indicate how they or the
Institutional shares will perform in the future.

Year-by-year total return      (%)Shows changes in returns by calendar year(1,2)
--------------------------------------------------------------------------------
                                            1997      1998        1999

40%
                                            30.32     31.18
20%                                                              18.31

0%
--------------------------------------------------------------------------------

[ ] J.P. Morgan Tax Aware U.S. Equity Fund (Select shares)

The Select shares year-to-date total return as of 6/30/00 was 0.05%. For the
period covered by this year-by-year total return chart, the Select shares'
highest quarterly return was 21.64% (for the quarter ended 12/31/98) and the
lowest quarterly return was -8.86% (for the quarter ended 9/30/98).
<TABLE>
<CAPTION>
Average annual total return (%)         Shows performance over time, for periods ended December 31, 1999(1)
-----------------------------------------------------------------------------------------------------------
                                                                          Past 1 yr.        Life of fund
<S>                                                                         <C>                 <C>
J.P. Morgan Tax Aware U.S. Equity Fund (Select shares) (after expenses)     18.31               26.46
-----------------------------------------------------------------------------------------------------------
S&P 500 Index (no expenses)                                                 21.04               27.56
-----------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>

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

Annual fund operating expenses (%)
(expenses that are deducted from fund assets)

Management fees                                                            0.45
Distribution (Rule 12b-1) fees                                             none
Other expenses                                                             0.26
--------------------------------------------------------------------------------
Total operating expenses                                                   0.71

Fee waiver and expense
reimbursement(3)                                                          (0.01)
--------------------------------------------------------------------------------
Net expenses(3)                                                            0.70
--------------------------------------------------------------------------------

Expense example(3)
--------------------------------------------------------------------------------
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
8/1/00 through 2/28/02 and total operating expenses thereafter, and all shares
sold at the end of each time period. The example is for comparison only; the
fund's actual return and your actual costs may be higher or lower.

--------------------------------------------------------------------------------
                                                          1 yr.        3 yrs.
Your cost($)                                               72           226
--------------------------------------------------------------------------------

(1) The The J.P. Morgan Tax Aware U.S. Equity Fund (Select shares) commenced
    operations on 12/18/96, and returns reflect performance of the fund from
    12/31/96.

(2) The fund's fiscal year end is 10/31.

(3) Reflects an agreement dated 8/1/00 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 0.70% of the fund's
    average daily net assets through 2/28/02.

                        J.P. MORGAN INSTITUTIONAL TAX AWARE U.S. EQUITY FUND | 2

<PAGE>
U.S. EQUITY MANAGEMENT APPROACH
--------------------------------------------------------------------------------

J.P. MORGAN
Known for its commitment to proprietary research and its disciplined investment
strategies, J.P. Morgan is the asset management choice for many of the world's
most respected corporations, financial institutions, governments, and
individuals. Today, J.P. Morgan employs approximately 420 analysts and portfolio
managers around the world and has approximately $369 billion in assets under
management, including assets managed by the funds' advisor, J.P. Morgan
Investment Management Inc.

J.P. MORGAN INSTITUTIONAL U.S. EQUITY FUND
The fund invests primarily in U.S. stocks directly. As a shareholder, you should
anticipate risks and rewards beyond those of a typical bond fund or a typical
balanced fund.


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

o  are pursuing a long-term goal such as retirement

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

o  want a fund that seeks to outperform the markets in which it invests over the
   long term

o  are individuals that could benefit from a strategy that pursues returns from
   an after-tax perspective

The fund is not designed for investors who:

o  want a fund that pursues market trends or focuses only on particular
   industries or sectors

o  require regular income or stability of principal

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

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


3 | U.S. EQUITY MANAGEMENT APPROACH


<PAGE>

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

[GRAPHIC OMITTED]
Stocks in each industry are ranked
with the help of models

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


<PAGE>

U.S. EQUITY INVESTMENT PROCESS
The J.P. Morgan U.S. equity funds invest primarily in U.S. stocks. The Tax Aware
Fund does so while seeking to enhance after-tax returns.

While the fund follows its own strategy, the fund has a single investment
philosophy. This philosophy, developed by the fund's advisor, focuses on stock
picking while largely avoiding sector or market-timing strategies.

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

Research 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 real growth potential. J.P. Morgan's in-house research is developed by
an extensive worldwide network of over 125 career equity analysts. The team of
analysts dedicated to U.S. equities includes more than 20 members, with an
average of over ten years of experience.

Valuation The research findings allow J.P. Morgan to rank the companies in each
industry group according to their relative value. The greater a company's
estimated worth compared to the current market price of its stock, the more
undervalued the company. The valuation rankings are produced with the help of a
variety of models that quantify the research team's findings.

Stock selection The fund buys and sells stocks according to its own policies,
using the research and valuation rankings as a basis. In general, the management
team buys stocks that are identified as undervalued and considers selling them
when they appear overvalued. Along with attractive valuation, the fund's
managers often consider a number of other criteria:

o  catalysts that could trigger a rise in a stock's price

o  high potential reward compared to potential risk

o  temporary mispricings caused by market overreactions


--------------------------------------------------------------------------------
TAX AWARE INVESTING AT J.P. MORGAN
The J.P. Morgan Institutional Tax Aware U.S. Equity Fund is designed to reduce,
but not eliminate, capital gains distributions to shareholders. In doing so, the
fund sells securities when the anticipated performance benefit justifies the
resulting tax liability. This strategy often includes holding securities long
enough to avoid higher, short-term capital gains taxes, selling shares with a
higher cost basis first, and offsetting gains realized in one security by
selling another security at a capital loss. The fund is aided in this process by
a tax-sensitive optimization model developed by J.P. Morgan.

The J.P. Morgan Institutional Tax Aware U.S. Equity Fund generally intends to
pay redemption proceeds in cash; however it reserves the right at its sole
discretion to pay redemptions over $250,000 in-kind as a portfolio of
representative stocks rather than cash. An in-kind redemption payment can shield
the fund -- and other shareholders -- from tax liabilities that might otherwise
be incurred.

                                             U.S. EQUITY MANAGEMENT APPROACH | 4


<PAGE>

YOUR INVESTMENT
--------------------------------------------------------------------------------
For your convenience, the fund offers 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
   investment is $3,000,000 and for additional investments $25,000, although
   these minimums may be less for some investors. For more information on
   minimum investments, call 1-800-766-7722.

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

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

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


<PAGE>

OPENING YOUR ACCOUNT

   By wire
o  Mail your completed application to the Shareholder Services Agent.

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

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

   Morgan Guaranty Trust Company of New York-Delaware
   Routing number: 031-100-238
   Credit: J.P.M. Institutional Shareholder Services
   Account number: 001-57-689
   FFC: your account number, name of registered owner(s) and fund name.

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

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

   By exchange
o  Call the Shareholder Services Agent to effect an exchange.

ADDING TO YOUR ACCOUNT

   By wire
o  Call the Shareholder Services Agent to place a purchase order. Funds that are
   wired without a purchase order will be returned uninvested.

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

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

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

   By exchange
o  Call the Shareholder Services Agent to effect an exchange.


5 | YOUR INVESTMENT


<PAGE>

--------------------------------------------------------------------------------
SELLING SHARES

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

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

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

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

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

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

o  Mail the letter to the Shareholder Services Agent.

   By exchange
o  Call the Shareholder Services Agent to effect an exchange.

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


<PAGE>

ACCOUNT AND TRANSACTION POLICIES

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

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

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


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

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

                                                            YOUR  INVESTMENT | 6


<PAGE>

--------------------------------------------------------------------------------
Timing of settlements When you buy shares, you will become the owner of record
when a fund receives your payment, generally the day following execution. When
you sell shares, cash proceeds are generally available the day following
execution and will be forwarded according to your instructions. In-kind
redemptions (described on page 6) will be available as promptly as is feasible.

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

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

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

DIVIDENDS AND DISTRIBUTIONS
The fund typically pays income dividends four times a year and makes capital
gains distributions, if any, once per year. However, the fund may make more or
fewer payments in a given year, depending on its investment results and its tax
compliance situation. Dividends and distributions consist of most or all of the
fund's net investment income and net realized capital gains.

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


<PAGE>

--------------------------------------------------------------------------------
TAX CONSIDERATIONS

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

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

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

7 | YOUR INVESTMENT


<PAGE>

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

BUSINESS STRUCTURE
The fund is a series of J.P. Morgan Series Trust, a Massachusetts business
trust. Information about other series or classes is available by calling
1-800-766-7722. In the future, the trustees could create other series or share
classes, which would have different expenses.

MANAGEMENT AND ADMINISTRATION

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

J.P. Morgan, provides fund officers. J.P. Morgan, as co-administrator, oversees
each fund's other service providers. J.P. Morgan, subject to the expense
reimbursements described earlier in this prospectus, receives the following fees
for investment advisory and other services:

--------------------------------------------------------------------------------
Advisory services                            0.45% of the fund's average
                                             net assets
--------------------------------------------------------------------------------
Administrative services                      Fund's pro-rata portion of
(fee shared with Funds                       0.09% of the first $7 billion
Distributor, Inc.)                           of average net assets in J.P.
                                             Morgan-advised portfo- lios, plus
                                             0.04% of average net assets over
                                             $7 billion
--------------------------------------------------------------------------------
Shareholder services                         0.10% 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 a fund.



                                                                FUND DETAILS | 8

<PAGE>
--------------------------------------------------------------------------------
RISK AND REWARD ELEMENTS

This table discusses the main elements that make up the fund's overall risk and
reward characteristics. It also outlines the fund's policies toward various
investments, including those that are designed to help certain funds manage
risk.
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
Potential risks                          Potential rewards                      Policies to balance risk and
reward
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                                    <C>
Market conditions

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

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

o Currency exchange rate                 o Favorable exchange rate              o The fund anticipates that its
total foreign
  movements could reduce gains             movements could generate               investments will not exceed 20%
of assets
  or create losses                         gains or reduce
losses
                                                                                o The fund actively manages the
currency exposure
o The fund could lose money              o Foreign investments, which             of its foreign investments
relative to its
  because of foreign                       represent a major portion of           benchmark, and may hedge back
into the U.S.
  government actions,                      the world's securities,                dollar from time to time (see
also
  political instability, or                offer attractive potential
"Derivatives")
  lack of adequate and                     performance and
  accurate information                     opportunities for
                                           diversification
-----------------------------------------------------------------------------------------------------------------------------------
When-issued and delayed
delivery securities

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

o Increased trading would                o The fund could realize gains         o The fund generally avoids
short-term trading,
  raise the fund's brokerage               in a short period of time              except to take advantage of
attractive or
  and related costs                                                               unexpected opportunities or to
meet demands
                                         o The fund could protect                 generated by shareholder
activity. The portfolio
o Increased short-term capital             against losses if a stock is           turnover rate for the Select
shares of the fund
  gains distributions would                overvalued and its value               for the fiscal year ended
10/31/99 was 29%.
  raise shareholders' income               later falls
  tax liability
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
9 | FUND DETAILS
<PAGE>
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
Potential risks                          Potential rewards                      Policies to balance risk and
reward
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                                    <C>
Derivatives

o Derivatives such as futures,           o Hedges that correlate well           o The fund uses derivatives for
hedging and for
  options, swaps, and forward              with underlying positions              risk management (i.e., to
establish or adjust
  foreign currency contracts               can reduce or eliminate                exposure to particular
securities, markets or
  that are used for hedging                losses at low cost                     currencies); risk management
may include
  the portfolio or specific                                                       management of the fund's
exposure relative to
  securities may not fully               o The fund could make money              its
benchmark
  offset the underlying                    and protect against
losses
  positions1 and this could                if management's analysis             o The fund only establishes
hedges that it expects
  result in losses to the fund             proves correct                         will be highly correlated with
underlying
  that would not have
positions
  otherwise occurred                     o Derivatives that
involve
                                           leverage could generate              o While the fund may use
derivatives that
o Derivatives used for risk                substantial gains at low               incidentally involve leverage,
it does not use
  management may not have the              cost                                   them for the specific purpose
of leveraging its
  intended effects and may
portfolio
  result in losses or missed
  opportunities

o The counterparty to a
  derivatives contract could
  default

o Derivatives that involve
  leverage could magnify
  losses

o Certain types of derivatives
  involve costs to the fund
  which can reduce returns
-----------------------------------------------------------------------------------------------------------------------------------
Securities lending

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

o The collateral will be                                                        o The lending agents indemnify a
fund against
  subject to the risks of the                                                     borrower
default
  securities in which it
is
  invested                                                                      o J.P. Morgan's collateral
investment guidelines
                                                                                  limit the quality and duration
of collateral
                                                                                  investment to minimize
losses

                                                                                o Upon recall, the borrower must
return the
                                                                                  securities loaned within the
normal settlement

period
-----------------------------------------------------------------------------------------------------------------------------------
Illiquid holdings

o The fund could have                    o These holdings may offer             o The fund may not invest more
than 15% of net
  difficulty valuing these                 more attractive yields or              assets in illiquid
holdings
  holdings precisely                       potential growth
than
                                           comparable widely traded             o To maintain adequate liquidity
to meet
o The fund could be unable to              securities                             redemptions, the fund may hold
investment-grade
  sell these holdings at the                                                      short-term securities
(including repurchase
  time or price it desires                                                        agreements and reverse
repurchase agreements)
                                                                                  and, for temporary or
extraordinary purposes,
                                                                                  may borrow from banks up to 33
1/3% of the value
                                                                                  of its total
assets
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) A futures contract is an agreement to buy or sell a set quantity of an
    underlying instrument at a future date, or to make or receive a cash payment
    based on changes in the value of a securities index. An option is the right
    to buy or sell a set quantity of an underlying instrument at a
    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.

                                                               FUND DETAILS | 10
<PAGE>
--------------------------------------------------------------------------------
FOR MORE INFORMATION
--------------------------------------------------------------------------------

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

Annual/Semi-annual Reports Contain financial statements, performance data,
information on portfolio holdings, and a written analysis of market conditions
and fund performance for a fund's most recently completed fiscal year or
half-year.

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

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

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

Telephone:  1-800-766-7722

Hearing impaired:  1-888-468-4015

Email:  [email protected]

Text-only versions of these documents and this prospectus are available, upon
payment of a duplicating fee, from the Public Reference Room of the Securities
and Exchange Commission in Washington, D.C. (1-202-942-8090) and may be viewed
on-screen or downloaded from the SEC's Internet site at http://www.sec.gov.

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

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

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

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

<PAGE>
Part B




                PAGE>


                  J.P. MORGAN SERIES TRUST




                  J.P. MORGAN TAX AWARE DISCIPLINED EQUITY FUND
                             (INSTITUTIONAL SHARES)

                        J.P. MORGAN TAX AWARE U.S. EQUITY
                        (INSTITUTIONAL AND SELECT SHARES)




                       STATEMENT OF ADDITIONAL INFORMATION






                               AUGUST 1, 2000







     THIS  STATEMENT OF ADDITIONAL  INFORMATION IS NOT A PROSPECTUS BUT CONTAINS
ADDITIONAL INFORMATION WHICH SHOULD BE READ IN CONJUNCTION WITH THE PROSPECTUSES
DATED  MARCH 1, 2000 FOR THE J.P.  MORGAN  TAX AWARE  DISCIPLINED  EQUITY  FUND:
INSTITUTIONAL  SHARES AND THE J.P. MORGAN U.S. EQUITY FUND:  SELECT SHARES,  AND
THE PROSPECTUS  DATED AUGUST 1, 2000 FOR THE J.P.  MORGAN TAX AWARE U.S.  EQUITY
FUND:  INSTITUTIONAL  SHARES, AS SUPPLEMENTED  FROM TIME TO TIME.  ADDITIONALLY,
THIS  STATEMENT OF ADDITIONAL  INFORMATION  INCORPORATES  BY REFERENCE THE MORST
RECENT ANNUAL AND SEMI-ANNUAL  FINANCIAL  STATEMENTS RELATING TO J.P. MORGAN TAX
AWARE DISCIPLINED  EQUITY FUND:  INSTITUTIONAL  SHARES AND J.P. MORGAN TAX AWARE
U.S. EUQITY FUND: SELECT SHARES,  INCLUDING THE INDEPENDENT  ACCOUNTANTS' REPORT
IN THE ANNUAL FINANCIAL  STATEMENTS,  THESE FINANCIAL  STATEMENTS ARE AVAILABLE,
WITHOUT  CHARGE,  UPON REQUEST FROM FUNDS  DISTRIBUTOR,  INC.,  60 STATE STREET,
SUITE 1300, BOSTON,  MASSACHUSETTS  02109,  ATTENTION:  J.P. MORGAN SERIES TRUST
(800) 221-7930.


                           Table of Contents


                                                                       Page
GENERAL...................................................................1
INVESTMENT OBJECTIVES AND POLICIES........................................1
INVESTMENT RESTRICTIONS..................................................16
TRUSTEES, MEMBERS OF THE ADVISORY BOARD AND OFFICERS.....................18
CODE OF ETHICS...........................................................23
INVESTMENT ADVISOR.......................................................23
DISTRIBUTOR..............................................................25
CO-ADMINISTRATOR.........................................................26
SERVICES AGENT...........................................................27
CUSTODIAN AND TRANSFER AGENT.............................................27
SHAREHOLDER SERVICING....................................................28
INDEPENDENT ACCOUNTANTS..................................................29
EXPENSES.................................................................29
PURCHASE OF SHARES.......................................................30
REDEMPTION OF SHARES.....................................................31
EXCHANGE OF SHARES.......................................................32
DIVIDENDS AND DISTRIBUTIONS..............................................33
NET ASSET VALUE..........................................................33
PERFORMANCE DATA.........................................................34
PORTFOLIO TRANSACTIONS...................................................36
DESCRIPTION OF SHARES....................................................38
TAXES....................................................................39
ADDITIONAL INFORMATION...................................................43
FINANCIAL STATEMENTS.....................................................44
APPENDIX A - Description of Security Ratings



<PAGE>



         Each of J.P. Morgan Tax Aware Disciplined Equity Fund (the "Disciplined
Equity  Fund") and J.P.  Morgan Tax Aware U.S.  Equity  Fund (the " U.S.  Equity
Fund",  and together with the Disciplined  Equity Fund, the "Funds") 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 one  class of the  Disciplined
Equity  Fund  (Institutional  Shares)  and two  classes of the U.S.  Equity Fund
(Select Shares and Institutional Shares).

         This   Statement  of   Additional   Information   provides   additional
information with respect to the Funds and should be read in conjunction with the
applicable  current  prospectus  (the   "Prospectus").   Capitalized  terms  not
otherwise  defined herein 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 Funds are advised by J.P. Morgan Investment Management Inc. ("JPMIM" or
the "Advisor").

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

INVESTMENT OBJECTIVES AND POLICIES

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


         Tax Aware  Disciplined  Equity Fund is designed for  investors  seeking
enhanced  total  return  relative to that of large and medium  sized  companies,
typically  represented  by the S&P 500  Index.  The  Disciplined  Equity  Fund's
investment  objective is to provide a  consistently  high after tax total return
from a broadly  diversified  portfolio of selected  equity  securities with risk
characteristics  similar to the S&P 500 Index. This investment  objective can be
changed without shareholder approval.

         The   Disciplined   Equity  Fund   invests   primarily  in  large-  and
medium-capitalization   U.S.  companies.   Industry  by  industry,   the  Fund's
weightings  are  similar  to  those of the S&P  500.  The Fund  does not look to
overweight or underweight industries.


Investment Process for the Tax Aware Disciplined Equity Fund

         Research: The Advisor's more than 20 domestic equity analysts,  each an
industry  specialist  with an  average  of over 10 years of  experience,  follow
approximately 600 medium and large capitalization U.S. companies. Their research
goal is to forecast  intermediate-term  earnings and prospective dividend growth
rates for the companies that they cover.

         Valuation:  The  analysts'  forecasts  are  converted  into  comparable
expected returns using a proprietary  dividend discount model,  which calculates
the intermediate-term earnings by comparing a company's current stock price with
its forecasted dividends and earnings.  Within each sector, companies are ranked
according to their  relative  value and grouped into  quintiles:  those with the
highest expected returns  (Quintile 1) are deemed the most undervalued  relative
to their long-term  earnings power, while those with the lowest expected returns
(Quintile 5) are deemed the most overvalued.

         Stock Selection:  A broadly diversified  portfolio is constructed using
disciplined  buy and sell rules.  Purchases  are  allocated  among stocks in the
first three  quintiles.  Once a stock falls into the fourth and fifth  quintiles
either because its price has risen or its fundamentals  have  deteriorated -- it
generally  becomes a candidate for sale.  The  Disciplined  Equity Fund's sector
weightings are matched to those of the S&P 500 Index, the Fund's benchmark.  The
Advisor also controls the Disciplined  Equity Fund's exposure to style and theme
bets and  maintains  near-market  security  weightings  in  individual  security
holdings.   This  process   results  in  an  investment   portfolio   containing
approximately 300 stocks.

         Tax Aware  U.S.  Equity  Fund is  designed  for  investors  who want an
actively  managed   portfolio  of  selected  equity  securities  that  seeks  to
outperform the S&P 500 Index. The U.S. Equity Fund's investment  objective is to
provide  high  after  tax total  return  from a  portfolio  of  selected  equity
securities.  This  investment  objective  can  be  changed  without  shareholder
approval.

     Under  normal  circumstances,  the U.S.  Equity  Fund  expects  to be fully
invested in equity  securities  consisting of U.S. and foreign common stocks and
other  securities with equity  characteristics  which are comprised of preferred
stock, warrants, rights, convertible securities,  trust certifications,  limited
partnership interests and investment company securities  (collectively,  "Equity
Securities").  The U.S. Equity Fund's primary equity  investments are the common
stock of large- and  medium-capitalization  U.S.corporations  and,  to a limited
extent, similar securities of foreign corporations.

Investment Process for the Tax Aware U.S. Equity Fund

         Research: The Advisor's more than 20 domestic equity analysts,  each an
industry  specialist  with an  average  of over 10 years of  experience,  follow
approximately  700  predominantly  large- and  medium-sized  U.S.  companies  --
approximately  500 of  which  form  the  universe  for the  U.S.  Equity  Fund's
investments. Their research goal is to forecast normalized, longer term earnings
and dividends for the companies that they cover. In doing this, they may work in
concert  with the  Advisor's  international  equity  analysts in order to gain a
broader  perspective  for evaluating  industries and companies in today's global
economy.

         Valuation:  The  analysts'  forecasts  are  converted  into  comparable
expected returns using a proprietary  dividend discount model,  which calculates
the  long-term  earnings by comparing a company's  current  stock price with its
forecasted  dividends  and  earnings.  Within each sector,  companies are ranked
according to their  relative  value and grouped into  quintiles:  those with the
highest expected returns  (Quintile 1) are deemed the most undervalued  relative
to their long-term  earnings power, while those with the lowest expected returns
(Quintile 5) are deemed the most overvalued.

         Stock  Selection:   A  diversified   portfolio  is  constructed   using
disciplined buy and sell rules.  Purchases are concentrated among first-quintile
stocks;  the specific names selected  reflect the portfolio  manager's  judgment
concerning the soundness of the underlying  forecasts,  the likelihood  that the
perceived misvaluation will be corrected within a reasonable time frame, and the
magnitude  of the risks  versus the  rewards.  Once a stock falls into the third
quintile -- because its price has risen or its fundamentals have deteriorated --
it generally  becomes a candidate for sale. The portfolio  manager seeks to hold
sector  weightings  close to those of the S&P 500 Index,  the U.S. Equity Fund's
benchmark.

Tax Management Techniques

         The Funds use the  Advisor's  proprietary  tax  sensitive  optimization
model  which is  designed to reduce,  but not  eliminate,  the impact of capital
gains  taxes on  shareholders'  after tax total  returns.  Each Fund will try to
minimize the  realization  of net  short-term  and  long-term  capital  gains by
matching  securities  sold at a gain  with  those  sold at a loss to the  extent
practicable.  In  addition,  when selling a portfolio  security,  each Fund will
generally  select the highest  cost basis  shares of the  security to reduce the
amount of realized capital gains.  Because the gain on securities that have been
held for more than one year is subject to a lower federal income tax rate, these
securities will generally be sold before securities held less than one year. The
use of these tax  management  techniques  will not  necessarily  reduce a Fund's
portfolio  turnover  rate or prevent the Funds from  selling  securities  to the
extent warranted by shareholder  transactions,  actual or anticipated  economic,
market  or  issuer-specific  developments  or other  investment  considerations.
However,  the  annual  portfolio  turnover  rate of each Fund is  generally  not
expected to exceed 100%.

         The  various  types of  securities  in which the Funds may  invest  are
described below.

Equity Investments

     The  Funds   invest   primarily   in  Equity   Securities   consisting   of
exchange-traded,  OTC and unlisted common and preferred  stocks. A discussion of
the various  types of equity  investments  which may be  purchased  by the Funds
appears below. See also "Quality and Diversification Requirements."

     Equity Securities.  The Equity Securities in which the Funds 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 Funds 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 Funds may invest in common stock  warrants  that entitle the holder
to buy common stock from the issuer 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 prior to the expiration date.

Foreign Investments

         Each of the  Funds  may  invest  up to 20% of  their  respective  total
assets,  at the time of purchase,  in  securities of foreign  issuers.  This 20%
limit is designed to  accommodate  the increased  globalization  of companies as
well as the  re-domiciling  of companies for tax treatment  purposes.  It is not
currently expected to be used to increase direct non-U.S. exposure.

         Investors  should  realize that the value of the Funds'  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 Funds' 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 Funds must be made in  compliance
with U.S. and foreign currency restrictions and tax laws restricting the amounts
and types of foreign investments.

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

         Holders of an unsponsored  depository  receipt generally bear all costs
of  the  unsponsored  facility.   The  depository  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 a 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.

Additional Investments

         When-Issued  and  Delayed  Delivery  Securities.  Each of the Funds 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 no  interest  accrues  to a Fund  until
settlement  takes  place.  At the time a Fund makes the  commitment  to purchase
securities  on a  when-issued  or delayed  delivery  basis,  it will  record the
transaction and reflect the value each day of such securities in determining its
net asset value. At the time of settlement a when-issued  security may be valued
at less than the purchase price. To facilitate such acquisitions, each Fund will
maintain with the custodian a segregated account with liquid assets,  consisting
of cash or other liquid assets, in an amount at least equal to such commitments.
If a 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 fund
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 each of the Funds 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 a 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 a Fund,  provided  however,  that a 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, a Fund or Portfolio 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 a Fund bears directly in connection with its own operations.


     The  Securities  and Exchange  Commission  ("SEC") has granted the Funds an
exemptive  order  permitting  it to  invest  its  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. Each of the Funds 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 a Fund to be magnified. The
Funds  will  invest  the  proceeds  of  borrowings   under  reverse   repurchase
agreements. In addition, except for liquidity purposes, a 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.  A Fund will not
invest the proceeds of a reverse repurchase agreement for a period which exceeds
the duration of the reverse repurchase  agreement.  Each Fund will establish and
maintain  with the custodian a separate  account with a segregated  portfolio of
securities  in an amount at least equal to its  purchase  obligations  under its
reverse  repurchase  agreements.  All  forms  of  borrowing  (including  reverse
repurchase  agreement) are limited in the aggregate must not exceed 33-1/3??% of
the fund's total assets. See "Investment Restrictions."

         Loans of  Portfolio  Securities.  Each  Fund is  permitted  to 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 Funds 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 a Fund and its
respective  shareholders.  The Funds may pay  reasonable  finders' and custodial
fees in connection with a loan. In addition,  a Fund will consider all facts and
circumstances   before   entering   into  such  an   agreement   including   the
creditworthiness of the borrowing financial  institution,  and no Fund will make
any loans in excess of one year. The Funds will not lend their securities to any
officer,  Trustee,  Member of the Advisory  Board,  Director,  employee or other
affiliate of the Funds, the Advisor or the Funds' distributor,  unless otherwise
permitted  by  applicable  law.  All  forms  of  borrowing   (including  reverse
repurchase  agreement) are limited in the aggregate must not exceed 33-1/3??% of
the fund's total assets.


         Illiquid   Investments;   Privately   Placed  and  Other   Unregistered
Securities. No Fund may acquire any illiquid securities if, as a result thereof,
more than 15% of its net assets  would be in  illiquid  investments.  Subject to
this non-fundamental  policy limitation,  each Fund may acquire investments that
are  illiquid  or  have  limited  liquidity,   such  as  private  placements  or
investments that are not registered under the Securities Act of 1933, as amended
(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 a Fund. The price
a Fund pays for illiquid  securities  or receives  upon resale may be lower than
the price paid or received  for similar  securities  with a more liquid  market.
Accordingly  the valuation of these  securities  will reflect any limitations on
their liquidity.

         As to illiquid  investments,  these restricted  holdings are subject to
the risk that the Fund  will not be able to sell them at a price the Fund  deems
representative of their value. If a restricted  holding must be registered under
the Securities Act of 1933, as amended (the "1933 Act"),  before it may be sold,
a Fund may be obligated to pay all or part of the registration expenses. Also, a
considerable  period may elapse between the time of the decision to sell and the
time the Fund is  permitted to sell a holding  under an  effective  registration
statement.  If, during such a period, adverse market conditions were to develop,
a Fund might obtain a less  favorable  price than  prevailed  when it decided to
sell.

Money Market Instruments

         Although the Funds intend, under normal circumstances and to the extent
practicable,  to be fully invested in equity securities, each Fund may invest in
money market instruments to the extent consistent with its investment  objective
and  policies.  The  Funds  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  Funds  appears  below.  See  "Quality  and   Diversification
Requirements."

     U.S.  Treasury  Securities.   Each  of  the  Funds  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. Each of the Funds 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,  each 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 each 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
Banks 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.

         Bank  Obligations.  Unless otherwise noted below, each of the Funds 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 Funds will not invest in obligations for
which the Advisor,  or any of its affiliated persons, is the ultimate obligor or
accepting   bank.   Each  of  the  Funds  may  also  invest  in  obligations  of
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.  Each of the Funds 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 Morgan  Guaranty  Trust  Company of New York
("Morgan"),  an affiliate  acting as agent,  for no  additional  fee. The monies
loaned to the borrower come from accounts  managed by Morgan or its  affiliates,
pursuant to arrangements with such accounts. Interest and principal payments are
credited to such accounts. Morgan, an affiliate of the Advisor, 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 Morgan. Since master demand obligations typically are
not rated by credit  rating  agencies,  the  Funds  may  invest in such  unrated
obligations only if, at the time of 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 Funds to be liquid  because they are payable upon demand.  The
Funds do 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 to whom Morgan, an affiliate of the Advisor,  in its
capacity as a commercial bank, has made a loan.


         Repurchase  Agreements.  Each of the Funds may  enter  into  repurchase
agreements  with  brokers,  dealers  or banks  that meet the  credit  guidelines
approved by the Advisor. In a repurchase agreement,  a 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  agreement  is in effect  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 a 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 Funds 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 Funds 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 Funds in
each agreement plus accrued  interest,  and the Funds 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,  a 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.


Quality and Diversification Requirements

         Each of the Funds intends to meet the  diversification  requirements of
the 1940 Act.  To meet  these  requirements,  75% of the  assets of each Fund is
subject to the following  fundamental  limitations:  (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 a 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 Funds will also 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."

         The Funds may invest in convertible  debt  securities,  for which there
are no specific quality requirements. In addition, at the time a 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 a 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.

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

Options and Futures Transactions

         Each of the  Funds  may (a)  purchase  and  sell  exchange  traded  and
over-the-counter  (OTC) put and call options on equity  securities or indexes of
equity securities,  (b) purchase and sell futures contracts on indexes of equity
securities  and (c) purchase and sell put and call options on futures  contracts
on indexes  of equity  securities.  Each of these  instruments  is a  derivative
instrument as its value derives from the underlying asset or index.

         Each Fund may use  futures  contracts  and options for hedging and risk
management purposes.  See "Risk Management" below. The Funds may not use futures
contracts and options for speculation.

         Each Fund may  utilize  options  and  futures  contracts  to manage its
exposure to changing  interest rates and/or  security  prices.  Some options and
futures strategies, including selling futures contracts and buying puts, tend to
hedge  a  Fund's  investments  against  price  fluctuations.  Other  strategies,
including  buying futures  contracts,  writing puts and calls, and buying calls,
tend to increase market exposure.  Options and futures contracts may be combined
with each other or with forward contracts in order to adjust the risk and return
characteristics  of a Fund's overall strategy in a manner deemed  appropriate to
the Advisor and  consistent  with the Fund's  objective  and  policies.  Because
combined  options  positions  involve  multiple  trades,  they  result in higher
transaction costs and may be more difficult to open and close out.

         The use of options and futures is a highly  specialized  activity which
involves  investment  strategies and risks different from those  associated with
ordinary portfolio securities  transactions,  and there can be no guarantee that
their use will increase a Fund's return. While the use of these instruments by a
Fund may reduce certain risks  associated with owning its portfolio  securities,
these techniques themselves entail certain other risks. If the Advisor applies a
strategy  at an  inappropriate  time  or  judges  market  conditions  or  trends
incorrectly,  options and futures strategies may lower a Fund's return.  Certain
strategies limit a Fund's possibilities to realize gains as well as limiting its
exposure  to losses.  A Fund could also  experience  losses if the prices of its
options and futures positions were poorly correlated with its other investments,
or if it could not close out its  positions  because  of an  illiquid  secondary
market.  In addition,  a Fund will incur  transaction  costs,  including trading
commissions  and option  premiums,  in  connection  with its futures and options
transactions  and these  transactions  could  significantly  increase the Fund's
turnover rate.

         Each Fund may purchase put and call options on  securities,  indexes of
securities and futures contracts,  or purchase and sell futures contracts,  only
if such options are written by other persons and if the aggregate  premiums paid
on all such  options  and the  aggregate  margin  deposits  required on all such
futures or options thereon held at any time do not exceed 5% of the Fund's total
assets.

         Purchasing  Put and Call Options.  By  purchasing a put option,  a Fund
obtains the right (but not the obligation) to sell the instrument underlying the
option at a fixed  strike  price.  In return for this  right,  the Fund pays the
current market price for the option (known as the option premium).  Options have
various types of underlying instruments,  including specific securities, indexes
of securities,  indexes of securities prices, and futures contracts.  A Fund may
terminate its position in a put option it has purchased by allowing it to expire
or by exercising the option.  A Fund may also close out a put option position by
entering  into an offsetting  transaction,  if a liquid  market  exists.  If the
option is allowed to expire,  a Fund will lose the entire  premium it paid. If a
Fund  exercises  a put  option  on a  security,  it  will  sell  the  instrument
underlying  the option at the strike price.  If a Fund exercises an option on an
index, settlement is in cash and does not involve the actual sale of securities.
If an  option  is  American  style,  it may be  exercised  on any  day up to its
expiration date. A European style option may be exercised only on its expiration
date.

         The buyer of a typical  put  option can expect to realize a gain if the
price of the underlying instrument falls substantially. However, if the price of
the instrument  underlying the option does not fall enough to offset the cost of
purchasing  the option,  a put buyer can expect to suffer a loss (limited to the
amount of the premium paid, plus related transaction costs).

         The features of call options are  essentially  the same as those of put
options,  except  that the  purchaser  of a call  option  obtains  the  right to
purchase, rather than sell, the instrument underlying the option at the option's
strike price. A call buyer typically  attempts to participate in potential price
increases of the instrument  underlying the option with risk limited to the cost
of the option if security prices fall. At the same time, the buyer can expect to
suffer a loss if security prices do not rise  sufficiently to offset the cost of
the option.

         Selling  (Writing)  Put and  Call  Options.  When a Fund  writes  a put
option,  it  takes  the  opposite  side of the  transaction  from  the  option's
purchaser. In return for receipt of the premium, the Fund assumes the obligation
to pay the strike price for the  instrument  underlying  the option if the other
party to the option  chooses to exercise  it. A Fund may seek to  terminate  its
position in a put option it writes  before  exercise by purchasing an offsetting
option in the market at its current price. If the market is not liquid for a put
option the Fund has written,  however,  the Fund must continue to be prepared to
pay the  strike  price  while the  option is  outstanding,  regardless  of price
changes, and must continue to post margin as discussed below.

         If the price of the  underlying  instrument  rises,  a put writer would
generally expect to profit,  although its gain would be limited to the amount of
the premium it received.  If security  prices  remain the same over time,  it is
likely that the writer will also profit,  because it should be able to close out
the option at a lower  price.  If security  prices  fall,  the put writer  would
expect to suffer a loss.  This loss should be less than the loss from purchasing
and holding the underlying  instrument  directly,  however,  because the premium
received for writing the option should offset a portion of the decline.

         Writing a call option  obligates a Fund to sell or deliver the option's
underlying  instrument  in return for the  strike  price  upon  exercise  of the
option.  The  characteristics  of writing  call  options are similar to those of
writing put  options,  except  that  writing  calls  generally  is a  profitable
strategy  if prices  remain  the same or fall.  Through  receipt  of the  option
premium a call writer offsets part of the effect of a price decline. At the same
time,  because  a call  writer  must  be  prepared  to  deliver  the  underlying
instrument in return for the strike price, even if its current value is greater,
a call writer gives up some ability to participate in security price increases.

         The writer of an exchange  traded put or call option on a security,  an
index of  securities  or a futures  contract  is  required  to  deposit  cash or
securities  or a letter of credit as margin and to make mark to market  payments
of variation margin as the position becomes unprofitable.

         Options  on  Indexes.  Options on  securities  indexes  are  similar to
options on securities,  except that the exercise of securities  index options is
settled by cash  payment  and does not  involve  the actual  purchase or sale of
securities.   In  addition,   these   options  are  designed  to  reflect  price
fluctuations in a group of securities or segment of the securities market rather
than price  fluctuations in a single security.  A Fund, in purchasing or selling
index options, is subject to the risk that the value of its portfolio securities
may not change as much as an index because the Fund's investments generally will
not match the composition of an index.

         For a number of reasons,  a liquid market may not exist and thus a Fund
may not be able to close out an option  position that it has previously  entered
into.  When  a  Fund  purchases  an  OTC  option,  it  will  be  relying  on its
counterparty  to  perform  its  obligations,  and the Fund may incur  additional
losses if the counterparty is unable to perform.


         Exchange Traded and Options. All options purchased or sold by the Funds
will  be  traded  on a  securities  exchange  or will  be  purchased  or sold by
securities dealers ("OTC options") that meet creditworthiness standards approved
by the Advisor.  While  exchange-traded  options are  obligations of the Options
Clearing  Corporation,  in the case of OTC options,  a Fund relies on the dealer
from which it purchased the option to perform if the option is exercised.  Thus,
when a 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 a
Fund as well as loss of the expected benefit of the transaction.


          Provided that a 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,  a 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 Funds may
purchase or sell  (write)  futures  contracts  and purchase or sell put and call
options,  including put and call options on futures contracts.  In addition, the
funds may sell  (write)  put and call  options,  including  options on  futures.
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 a Fund are paid by the Fund into a segregated  account, in the
name of the  Futures  Commission  Merchant,  as required by the 1940 Act and the
SEC's interpretations thereunder.

         Combined  Positions.  The Funds are  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, a 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 a Fund's
current or  anticipated  investments  exactly.  A 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 a
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.  A 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 a 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 a 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 a Fund to  continue  to hold a position  until  delivery  or  expiration
regardless of changes in its value. As a result, a 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,  a 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 Funds will not be a commodity pools,  certain  derivatives subject the Funds
to the rules of the Commodity Futures Trading  Commission which limit the extent
to which a Fund can invest in such derivatives.  Each of the Funds may invest in
futures  contracts and options with respect thereto for hedging purposes without
limit.  However,  a 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 a 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,  each of the Funds 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 set aside  appropriate  liquid
assets in a segregated  custodial account in the amount  prescribed.  Securities
held in a segregated account 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 a
Fund's  assets could impede  portfolio  management  or a Fund's  ability to meet
redemption requests or other current obligations.

Risk Management

         The Funds may  employ  non-hedging  risk  management  techniques.  Risk
management  strategies  are used to keep the Funds fully  invested and to reduce
the  transaction  costs  associated  with cash flows into and out of a Fund. The
objective  where  equity  futures  are used to  "equitize"  cash is to match the
notional value of all futures  contracts to a 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,  a 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 Funds' portfolio turnover rates are set forth below. A rate of 100%
indicates  that the  equivalent  of all of a 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.


Tax Aware  Disciplined  Equity  Fund  (institutional  shares)  -- For the period
January 30, 1997 (commencement of operations)  through October 31, 1997, and the
for the  fiscal  years  ended  October  31,  1998 and  1999:  35%,  57% and 40%,
respectively. For the semi-annual period ended April 30, 1999 (unaudited): 26%.


Tax Aware U.S.  Equity Fund (select  shares) -- For the period December 18, 1996
(commencement of operations)  through October 31, 1997, and for the fiscal years
ended  October  31,  1998 and  1999:  23%,  44% and 29%,  respectively.  For the
semi-annual period ended April 30, 1999 (unaudited): 8%.

INVESTMENT RESTRICTIONS

         The  investment  restrictions  set forth below have been adopted by the
Trust with respect to each Fund.  Except as 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 Funds. 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
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 purchasing securities to the market value of a Fund's assets.

         The Funds:

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

2. May not  purchase any security  which would cause a Fund to  concentrate  its
investments  in the  securities of issuers  primarily  engaged in any particular
industry except as permitted by the SEC;

3. May not issue senior  securities,  except as permitted  under the  Investment
Company Act of 1940 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 a
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,  a Fund may (a)  invest  in  securities  or  other  instruments
directly or indirectly  secured by real estate,  and (b) invest in securities or
other instruments 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 commodities  contracts;  but this shall not
prevent a 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; and

8. May make  loans  to  other  persons,  in  accordance  with  their  respective
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 each Fund and may be changed by
their  Trustees.  These  non-fundamental  investment  policies  require that the
Funds:

(i) 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 a Fund's net assets would be in investments which are illiquid;

(ii) 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; and

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

         If any percentage restriction described above is adhered to at the time
of investment,  a subsequent  increase or decrease in the  percentage  resulting
from a change in the value of a Fund's assets will not constitute a violation of
the restriction.

         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, MEMBERS OF THE ADVISORY BOARD AND OFFICERS

Trustees

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


     FREDERICK S. ADDY--Trustee;  Retired;  Former, Executive Vice President and
Chief  Financial  Officer,  Amoco  Corporation.  His date of birth is January 1,
1932.


     WILLIAM  G.  BURNS--Trustee;   Retired,  Former  Vice  Chairman  and  Chief
Financial Officer, NYNEX. 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 date of birth is May 23, 1934.


         MATTHEW   HEALEY1--Trustee,   Chairman  and  Chief  Executive  Officer;
Chairman, Pierpont Group, Inc., since prior to 1995. 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 date of
birth is March 17, 1934.


         Each Trustee is currently  paid an annual fee of $75,000 for serving as
Trustee of the Trust, each of the Master Portfolios (as defined below), the J.P.
Morgan  Institutional Funds and J.P. Morgan 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.



<PAGE>



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


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

                                                                                  TOTAL TRUSTEE COMPENSATION ACCRUED
BY THE
                                                                                  MASTER PORTFOLIOS (*), J.P. MORGAN
                                           AGGREGATE TRUSTEE COMPENSATION PAID    INSTITUTIONAL FUNDS, J.P. MORGAN
FUNDS AND THE
NAME OF TRUSTEE                            BY THE TRUST DURING 1999               TRUST DURING 1999(**)
Frederick S. Addy, Trustee                 $1,018                                 $75,000
William G. Burns, Trustee                  $1,018                                 $75,000
Arthur C. Eschenlauer, Trustee             $1,018                                 $75,000
Matthew Healey, Trustee (***)Chairman      $1,018                                 $75,000
and Chief Executive Officer
Michael P. Mallardi, Trustee               $1,018                                 $75,000
</TABLE>


(*)      Includes each portfolio in which a series of J.P. Morgan Funds or J.P.
Morgan Institutional Funds invests.

     (**) 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  general  policies  and are  responsible  for
overseeing  the Trust's  business  affairs.  The Trust has  entered  into a Fund
Services  Agreement  with  Pierpont  Group,  Inc.  to  assist  the  Trustees  in
exercising their overall  supervisory  responsibilities  over the affairs of the
Trust.  Pierpont Group,  Inc. was organized in July 1989 to provide services for
The  Pierpont  Family of Funds (now the J.P.  Morgan  Family of Funds),  and the
Trustees are the equal and sole  shareholders of Pierpont Group,  Inc. The Trust
has  agreed to pay  Pierpont  Group,  Inc. a fee in an amount  representing  its
reasonable  costs in  performing  these  services to the Trust and certain other
registered  investment  companies  subject to similar  agreements  with Pierpont
Group, Inc. 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.

         The aggregate fees paid to Pierpont Group, Inc. by each Fund during the
indicated fiscal periods are set forth below:


Tax Aware  Disciplined  Equity  Fund  (institutional  shares)  -- For the period
January 30, 1997  (commencement of operations)  through October 31, 1997 and for
the fiscal  years  ended  October 31,  1998 and 1999:  $157,  $1,578 and $4,110,
respectively.  For the  semi-annual  period  ended April 30,  1999  (unaudited):
$3,309.

Tax Aware U.S.  Equity Fund (select  shares) -- For the period December 18, 1996
(commencement  of operations)  through October 31, 1997 and for the fiscal years
ended October 31, 1998 and 1999: $451, $1,552 and $2,425, respectively.  For the
semi-annual period ended April 30, 1999 (unaudited): $1,527.


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  Series Trust and is  reimbursed  for expenses
incurred in connection  for such service.  The members of the Advisory Board may
hold various other  directorships  unrelated to these funds. The mailing address
of the Members of the Advisory  Board is c/o  Pierpont  Group,  Inc.,  461 Fifth
Avenue, New York, New York 10017. Their names,  principal occupations during the
past five years and dates of birth are set forth below:


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


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

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

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

Officers

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

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


         MATTHEW  HEALEY;  Chairman  and  Chief  Executive  Officer;   Chairman,
Pierpont Group, since prior to 1995. His address is c/o Pierpont Group Inc., 461
Fifth Avenue, New York, New York 10017. His date of birth is August 23, 1937.


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

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

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



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

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

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

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

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

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


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


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

CODE OF ETHICS


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


INVESTMENT ADVISOR

         The  Trust  has  retained  JPMIM  as  Investment   Advisor  to  provide
investment advice and portfolio management services to the Funds. Subject to the
supervision  of the Fund's  Trustees,  the Advisor makes each Fund's  day-to-day
investment decisions,  arranges for the execution of portfolio  transactions and
generally manages each Fund's investments. Effective October 1, 1998 each Fund's
Investment  Advisor  is JPMIM.  Prior to that date,  Morgan  was the  Investment
Advisor.

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


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


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


         The basis of the Advisor's investment process is fundamental investment
research because the firm believes that fundamentals should determine an asset's
value  over the long term.  The  Advisor  currently  employs  approximately  420
research analysts,  capital market researchers,  portfolio managers, and traders
and one of the largest  research staffs in the money  management  industry.  The
Advisor has investment  management divisions located in New York, London, Tokyo,
Frankfurt and Singapore to cover  companies,  industries  and countries on site.
The conclusions of the equity analysts'  fundamental research is quantified into
a set of  projected  returns  for  individual  companies  through  the  use of a
dividend discount model.  These returns are projected for 2 to 5 years to enable
analysts to take a longer term view. These returns, or normalized earnings,  are
used to establish relative values among stocks in each industrial sector.  These
values  may  not be the  same  as  the  markets'  current  valuations  of  these
companies.  This  provides  the  basis for  ranking  the  attractiveness  of the
companies in an industry according to five distinct quintiles or rankings.  This
ranking is one of the factors considered in determining the stocks purchased and
sold in each sector.


         The investment  advisory services the Advisor provides to the Funds 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 Funds.  Such  accounts are  supervised  by officers and  employees of the
Advisor  who may  also be  acting  in  similar  capacities  for the  Funds.  See
"Portfolio Transactions."

         Sector  weightings  are  generally  similar  to a  benchmark  with  the
emphasis on security selection as the method to achieve  investment  performance
superior to the benchmark.  The benchmark for the Funds is currently the S&P 500
Index.

         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 Funds are managed by  officers  of the  Advisor  who, in acting for
their clients,  including the Funds, do not discuss their  investment  decisions
with any personnel of J.P. Morgan with any of its affiliated  persons,  with the
exception of certain investment  management  affiliates of J.P. Morgan or broker
affiliates of J.P. Morgan which transactions of 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  Advisory
Investment Agreements,  the Funds have agreed to pay the Advisor a fee, which is
computed daily and may be paid monthly, equal to the annual rates of each Fund's
average daily net assets shown below.

Tax Aware Disciplined Equity Fund:  0.35%

Tax Aware U.S. Equity Fund:         0.45%



         The table below sets forth the  advisory  fees paid by each Fund to the
Advisor for the fiscal periods indicated.


Tax Aware  Disciplined  Equity  Fund  (institutional  shares)  -- For the period
January 30, 1997  (commencement of operations)  through October 31, 1997 and for
the  fiscal  years  ended  October  31,  1998 and 1999:  $16,524,  $195,083  and
$754,945,  respectively.  For  the  semi-annual  period  ended  April  30,  2000
(unaudited): $702,201.

Tax Aware U.S.  Equity Fund (select  shares) -- For the period December 18, 1996
(commencement  of operations)  through October 31, 1997 and for the fiscal years
ended October 31, 1998 and 1999: $62,523,  $243,124 and $554,907,  respectively.
For the semi-annual period ended April 30, 2000 (unaudited): $415,380.


         The Investment Advisory Agreement between the Advisor and the Trust, on
behalf of each Fund,  provides  that it will  continue in effect for a period of
two years after execution only if specifically  approved  thereafter 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 with  respect to a Fund  without  penalty by a vote of a
majority  of the  Trust's  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  Fund.  See
"Additional Information."

         Under separate  agreements,  Morgan provides  certain  financial,  fund
accounting,  administrative and shareholder services to 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 each 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 each 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 Funds' distributor.


         The Distribution Agreement will continue in effect with respect to each
Fund for a period of two years after  execution  only if it is approved at least
annually  thereafter  (i) by a vote of the  holders of a majority  of the Fund's
outstanding  voting  securities  or by its  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.  The
Distribution  Agreement  is also  terminable  with respect to a Fund 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 a  Co-Administration  Agreement  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  of the  Trust 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  shall 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 Funds;  (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  regulatory  documents  and mails
communications  to Trustees,  Members of the Advisory Board and  investors;  and
(vi) maintains related books and records.

         For its services under the Co-Administration  Agreement,  each 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
each Fund is based on the ratio of the Fund's net  assets to the  aggregate  net
assets of the Trust and certain other registered investment companies subject to
similar arrangements with FDI.

         The table below sets forth for each Fund listed the administrative fees
paid to FDI for the fiscal periods indicated.


Tax  Aware  Disciplined   Equity  Fund  --  For  the  period  January  30,  1997
(commencement  of operations)  through October 31, 1997 and for the fiscal years
ended  October 31, 1998 and 1999:  $84, $744 and $1,911,  respectively.  For the
semi-annual period ended April 30, 2000 (unaudited): $1,396.

     Tax  Aware  U.S.   Equity  Fund  --  For  the  period   December  18,  1996
(commencement  of operations)  through October 31, 1997 and for the fiscal years
ended October 31, 1998 and 1999:  $252, $734 and $1,108,  respectively.  For the
semi-annual period ended April 30, 2000 (unaudited): $641.


SERVICES AGENT

         The Trust,  on behalf of each Fund, has entered into an  Administrative
Services  Agreement (the  "Services  Agreement")  with Morgan  pursuant to which
Morgan is responsible for certain  administrative  and related services provided
to each 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 each 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,  each 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 Funds 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 each
Fund is  determined by the  proportionate  share that its net assets bear to the
total  net  assets of the Trust  and the  other  investment  companies  provided
administrative services by Morgan.

         The table below sets forth for each Fund listed the fees paid to Morgan
as Services Agent.


Tax  Aware  Disciplined   Equity  Fund  --  For  the  period  January  30,  1997
(commencement  of operations)  through October 31, 1997 and for the fiscal years
ended October 31, 1998 and 1999: $2,693, $32,142 and $111,033, respectively. For
the semi-annual period ended April 30, 2000 (unaudited): $98,494.

     Tax  Aware  U.S.   Equity  Fund  --  For  the  period   December  18,  1996
(commencement  of operations)  through October 31, 1997 and for the fiscal years
ended October 31, 1998 and 1999: $7,649, $31,306 and $63,722,  respectively. For
the semi-annual period ended April 30, 2000 (unaudited): $45,305.


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  Contract 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 each of the Funds has entered into a Shareholder
Servicing  Agreement  with Morgan  pursuant to which Morgan acts as  shareholder
servicing  agent  for  Fund  shareholders.   Under  this  agreement,  Morgan  is
responsible for performing,  directly or through an agent,  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 a 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 Funds' 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 Tax Aware U.S. Equity
Fund has agreed to pay  Morgan for these  services a fee of 0.25% for the Select
Shares and .10% for the  Institutional  Shares (expressed as a percentage of the
average daily net asset values of Fund shares owned by or for  shareholders  for
whom Morgan is acting as shareholder  servicing agent); and effective October 1,
1998, the Tax Aware  Disciplined  Equity Fund has agreed to pay Morgan for these
services a fee of 0.10%  (expressed  as a  percentage  of the average  daily net
asset  values of Fund  shares  owned by or for  shareholders  for whom Morgan is
acting as Shareholder Servicing Agent).

Morgan acts as Shareholder Servicing Agent for all shareholders.

         The  table  below  sets  forth  for each Fund  listed  the  shareholder
servicing fees paid by each Fund to Morgan for the fiscal periods indicated.


Tax  Aware  Disciplined   Equity  Fund  --  For  the  period  January  30,  1997
(commencement  of operations)  through October 31, 1997 and for the fiscal years
ended October 31, 1998 and 1999: $11,803,  $108,894 and $215,699,  respectively.
For the semi-annual period ended April 30, 2000 (unaudited): $200,629.

     Tax Aware U.S. Equity Fund (Select Shares):  -- For the period December 18,
1996  (commencement  of operations)  through October 31, 1997 and for the fiscal
years  ended  October  31,  1998  and  1999:  $34,735,  $135,069  and  $308,281,
respectively.  For the  semi-annual  period  ended April 30,  2000  (unaudited):
$230,766.


         The Funds 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 Funds. See
"Financial  Professionals"  below.  Organizations that provide  recordkeeping or
other services to certain employee benefit or retirement plans that includes the
Funds as an investment alternative may also be paid a fee.




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 each of the Funds,  assists in the  preparation  and/or review of each of the
Fund's  federal and state income tax returns and  consults  with the Funds 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,  Members of the
Advisory  Board  and  Officers,"   "Investment   Advisor,"   "Co-Administrator",
"Distributor", "Services Agent" and "Shareholder Servicing" above, the Funds are
responsible  for  usual  and  customary  expenses  associated  with the  Trust's
operations.  Such expenses include organization expenses, 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,  transfer,  registrar  and  dividend
disbursing  costs,  the  expenses of printing and mailing  reports,  notices and
proxy  statements  to Fund  shareholders,  fees  under  state  securities  laws,
custodian fees and brokerage expenses.


         J.P.  Morgan has agreed that it will  reimburse each Fund, as described
in the  Prospectuses,  to the extent  necessary  to maintain  each of the Fund's
total  operating  expenses at the  following  annual rates of each of the Fund's
average daily net assets.

These limits do not cover extraordinary expenses.


Tax Aware Disciplined Equity Fund (institutional shares):
0.55% until February 28, 2001
Tax Aware U.S. Equity Fund (Select Shares):
0.85% until February 28, 2001
Tax Aware U.S. Equity Fund (Institutional Shares):
0.70% until February 28, 2001


         The table  below  sets  forth for each Fund  listed  the fees and other
expenses J.P. Morgan  reimbursed  under the expense  reimbursement  arrangements
described above or pursuant to prior expense reimbursement  arrangements for the
fiscal periods indicated.


Tax Aware  Disciplined  Equity  Fund  (institutional  shares)  -- For the period
January 30, 1997  (commencement of operations)  through October 31, 1997 and for
the fiscal  years  ended  October  31,  1998 and 1999:  $190,599,  $261,143  and
$207,236,  respectively.  For  the  semi-annual  period  ended  April  30,  2000
(unaudited): $34,234.

Tax Aware U.S.  Equity Fund (select  shares) -- For the period December 18, 1996
(commencement  of operations)  through October 31, 1997 and for the fiscal years
ended October 31, 1998 and 1999: $182,588,  $130,293 and $67,977,  respectively.
For the semi-annual period ended April 30, 2000 (unaudited): $11,624.


PURCHASE OF SHARES

         Additional  Minimum  Balance  Information.  For investors who purchased
shares of the  Disciplined  Equity  Fund prior to January 2, 1998,  the  minimum
account  balance  will remain  $100,000  and the minimum  subsequent  investment
remains $5,000.

         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 a Fund  only
through  the  Distributor.  All  purchase  transactions  in  Fund  accounts  are
processed by Morgan as shareholder  servicing  agent and each 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 Funds reserve the right to determine  the purchase  orders that
they will accept.

         References  in  the  Prospectuses  and  this  Statement  of  Additional
Information  to customers  of J.P.  Morgan or a financial  professional  include
customers of their  affiliates and references to  transactions by customers with
J.P.  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 a Fund may make transactions in shares of a Fund.

         Each Fund may,  at its own  option,  accept  securities  in payment for
shares.  The  securities so delivered are valued by the method  described  under
"Net  Asset  Value"  as of the day a 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 the  Advisor,  appropriate
investments for a Fund. In addition,  securities  accepted in payment for shares
must: (i) meet the investment objective and policies of the acquiring Fund; (ii)
be acquired by the applicable  Fund for investment and not for resale;  (iii) be
liquid  securities  which are not restricted as to transfer;  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.  Each 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 charge the investor a
fee for this  service and other  services it  provides  to its  customers.  J.P.
Morgan may pay fees to financial  professionals  for services in connection with
fund investments. See "Financial Professionals" above.

REDEMPTION OF SHARES


         Investors   may  redeem  shares  of  the  Funds  as  described  in  the
Prospectus.  The Funds  generally  intend to pay  redemption  proceeds  in cash;
however, they reserve the right at their sole discretion to pay redemptions over
$250,000 in-kind as a portfolio of  representative  stocks rather than cash. See
below and "Exchange of Shares".


         The Trust,  on behalf of each 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  thereon
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 a 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.


         If the  Trust  determines  that it  would  be  detrimental  to the best
interest of the remaining  shareholders  of the Funds 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  from the Fund,  in lieu of cash.  If
shares are redeemed  in-kind,  the  redeeming  shareholder  might incur costs in
converting  the assets into cash.  The Trust has been granted  exemptive  relief
from the SEC with  respect to  redemptions  in-kind  by the Funds.  Each Fund is
permitted to pay  redemptions  to greater than 5%  shareholders  in  securities,
rather than in cash, to the extent  permitted by the SEC and applicable law. 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.


         In  general,  a Fund will  attempt  to select  securities  for  in-kind
redemptions  that  approximate  the  overall   characteristics   of  the  Fund's
portfolio.  A Fund will not distribute  illiquid  securities to satisfy  in-kind
redemptions.  For purposes of effecting in-kind redemptions,  securities will be
valued in the manner  regularly used to value a Fund's portfolio  securities.  A
Fund will not redeem its shares  in-kind in a manner that after giving effect to
the  redemption  would  cause  it to  violate  its  investment  restrictions  or
policies. See the Prospectuses for information on redemptions in-kind.

         Redemption  Fee. A redemption  fee of 1% will be imposed on shares held
for less  than one year and paid to each  Fund on the  gross  dollar  amount  of
shares redeemed for cash.

         The  redemption  fees help  cover  transaction  costs and the tax costs
long-term  investors may bear when a Fund realizes  capital gains as a result of
selling securities to meet redemptions. By being paid directly to the Funds, the
fees tend to be more  advantageous to long-term  investors and less advantageous
to short-term investors.

         There will be no redemption  fee charged on the cash  redemption of (i)
shares acquired  through  reinvested  dividends and  distributions,  (ii) shares
redeemed in connection with the settlement of an estate, or (iii) shares subject
to a mandatory redemption.

         For federal  income tax purposes,  the  redemption  fee will reduce the
proceeds paid to the shareholder upon the redemption of shares.

         Other Redemption Processing Information. Redemption requests may not be
processed  if the  redemption  request  is  not  submitted  in  proper  form.  A
redemption  request  is not in  proper  form  unless  a Fund  has  received  the
shareholder's certified taxpayer identification number and address. In addition,
if shares were paid for by check and the check has not yet  cleared,  redemption
proceeds will not be transmitted until the check has cleared,  which may take up
to 15 days.  Each Fund  reserves the right to suspend the right of redemption or
postpone the payment of redemption  proceeds to the extent permitted by the SEC.
Shareholders may realize taxable gains upon redeeming shares.

         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
a Fund into any other J.P. Morgan Fund or J.P. Morgan Institutional 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 Funds  generally  intend to pay
redemption proceeds in cash; however, since they reserve the right at their sole
discretion  to pay  redemptions  over  $500,000  (in the  case of the Tax  Aware
Disciplined  Equity Fund) or $250,000 (in the case of the Tax Aware U.S.  Equity
Fund) in-kind as a portfolio of  representative  stocks  rather than cash,  each
Fund reserves the right to deny an exchange  request in excess of those amounts.
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 a 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.


<PAGE>

DIVIDENDS AND DISTRIBUTIONS

         Each Fund declares and pays dividends and distributions as described in
the Prospectus.

         A Fund's  dividends and  distributions  are paid in  additional  shares
unless  the  shareholder  elects to have them paid in cash.  The tax  effects of
dividends  and  distributions  are the same  whether  they are paid in shares or
cash.  Cash  dividends  and  distributions   either  (1)  are  credited  to  the
shareholder's account at J.P. Morgan or at his financial  professional or (2) in
the  case of  certain  J.P.  Morgan  clients,  are  paid by a  check  mailed  in
accordance with the client's instructions.

NET ASSET VALUE


         Each of the Funds  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  (normally  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,  each of the  Funds  will  close  for
purchases and redemptions at the same time. Each of the Funds 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 Funds' 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 each Fund's net asset value. Securities or
other assets for which market  quotations are not readily  available  (including
certain  illiquid  securities)  are  valued  at fair  value in  accordance  with
procedures  established by and under the general  supervision and responsibility
of the Trustees. Such procedures include the use of independent pricing services
which use  prices  based  upon  yields or prices  of  securities  of  comparable
quality,  coupon,  maturity and type; indications as to values from dealers; and
general market  conditions.  Short-term  investments  which mature in 60 days or
less are valued at  amortized  cost if their  original  maturity  was 60 days or
less, or by amortizing  their value on the 61st day prior to maturity,  if their
original  maturity when acquired by the Fund was more than 60 days,  unless this
is determined not to represent fair value by the Trustees.


         Trading in  securities  on most foreign  markets is normally  completed
before the close of trading in U.S.  markets  and may also take place on days on
which the U.S. markets are closed. If events  materially  affecting the value of
securities  occur  between  the time when the  market in which  they are  traded
closes  and the time  when  each  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 Funds  may  quote  performance  in terms of actual
distributions, total return or capital appreciation for the various Fund classes
in reports, sales literature and advertisements  published by the Trust. Current
performance  information may be obtained by calling Morgan at (800) 766-7722 for
J.P.  Morgan Tax Aware  Disciplined  Equity Fund and J.P.  Morgan Tax Aware U.S.
Equity Fund:  Institutional  Shares and (800) 521-5411 for J.P. Morgan Tax Aware
U.S. Equity Fund: Select Shares.

         The  classes  of  shares of each  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 a 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. As required by regulations of the SEC, average
annual  total  return of each Fund's class of shares 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 average  annual 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.


         The historical performance  information shown below with regards to Tax
Aware U.S.  Equity Fund (Select  shares),  a separate class of shares,  reflects
operating expenses which were lower than those of the Tax Aware U.S. Equity Fund
(Institutional  shares). The Tax Aware U.S. Equity Fund's (Institutional shares)
returns wound have been lower had it existed during the same period.


         Below is set forth historical return  information for the Funds for the
periods indicated:


     Tax  Aware  Disciplined  Equity  Fund  (institutional  shares)  (04/30/00):
Average  annual total return,  1 year:  5.27%;  average  annual total return,  5
years: N/A; average annual total return, commencement of operations (January 30,
1997) to period end: 22.79%;  aggregate total return, 1 year:  5.27%;  aggregate
total return, 5 years: N/A;  aggregate total return,  commencement of operations
(January 30, 1997) to period end: 94.85%.

     Tax Aware U.S. Equity Fund (select shares) (04/30/00): Average annual total
return, 1 year: 8.78%; average annual total return, 5 years: N/A; average annual
total  return,  commencement  of  operations  (December 18, 1996) to period end:
23.87%;  aggregate total return, 1 year: 8.78%; aggregate total return, 5 years:
N/A; aggregate total return,  commencement of operations  (December 18, 1996) to
period end: 105.61%.




         General.  Performance will vary from time to time depending upon market
conditions,   the  composition  of  the  portfolio,   and  operating   expenses.
Consequently,   any  given  performance   quotation  should  not  be  considered
representative  of a 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  a  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 Funds' shares,  including  appropriate  market indices including
the benchmarks  indicated under  "Investment  Advisor" above 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 Funds 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  Funds;  (7)
comparisons of investment  products  (including the Funds) 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 a Fund's  volatility  relative to its
benchmark or to past performance,  including risk adjusted  measures.  The Funds
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 any of the Funds.

PORTFOLIO TRANSACTIONS

         The Advisor  places orders for all Funds 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 all the Funds.

See "Investment Objectives and Policies."

         Fixed income and debt  securities  are generally  traded at a net price
with  dealers  acting  as  principal  for their  own  accounts  without a stated
commission. The price of the security usually includes profit to the dealers. In
underwritten offerings, securities are purchased at a fixed price which includes
an amount of  compensation  to the  underwriter,  generally  referred  to as the
underwriter's  concession or discount.  On occasion,  certain  securities may be
purchased directly from an issuer, in which case no commissions or discounts are
paid. The Advisor intends to seek best execution on a competitive basis for both
purchases and sales of securities.

         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 broker's
financial  condition;  and  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  Trust's   Trustees  review  regularly  the
reasonableness  of commissions and other transaction costs incurred by the Funds
in light of facts and  circumstances  deemed  relevant from time to time and, in
that connection,  will receive reports from Morgan 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  and
political  analysts.  Research  services  furnished  by brokers are used for the
benefit of all of the Advisor's  clients and not solely or  necessarily  for the
benefit of an individual  Fund. the Advisor  believes that the value of research
services  received is not  determinable  and does not  significantly  reduce its
expenses.  The Funds do not reduce  their fee to the  Advisor by any amount that
might be attributable to the value of such services.

         The Funds paid the following  approximate brokerage commissions for the
indicated fiscal periods:


     Tax  Aware  Disciplined  Equity  Fund:  For the  period  January  30,  1997
(commencement  of operations)  through October 31, 1997 and for the fiscal years
ended October 31, 1998 and 1999: $2,800, $59,170 and $188,634, respectively. For
the semi-annual period ended April 30, 2000 (unaudited): $152,277.

     Tax Aware U.S. Equity Fund: For the period December 18, 1996  (commencement
of operations)  through  October 31, 1997 and for the fiscal years ended October
31,  1998  and  1999:  $4,971,  $48,738  and  $76,033,   respectively.  For  the
semi-annual period ended April 30, 2000 (unaudited): $34,203.


         Subject to the overriding  objective of obtaining the best execution of
orders, the Advisor may allocate a portion of a 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
not 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 Fund that either
comply with rules adopted by the SEC or with interpretations of the SEC's staff.

         Investment  decisions  made  by the  Advisor  are the  product  of many
factors in addition to basic suitability for the particular Fund or other client
in  question.  Thus,  a  particular  security  may be bought or sold for certain
clients  even though it could have been bought or sold for other  clients at the
same time. Likewise, a particular security may be bought for one or more clients
when one or more other clients are selling the same security. The Funds may only
sell a security to each other or to other accounts managed by the Advisor or its
affiliates in accordance with procedures adopted by the Trustees.

         It also  sometimes  happens  that  two or more  clients  simultaneously
purchase or sell the same  security.  On those  occasions when the Advisor deems
the  purchase or sale of a security to be in the best  interests  of a Fund,  as
well as other clients including other Funds, 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 a Fund with those to be sold or purchased
for other clients 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  the  Advisor  's  fiduciary  obligations  to a  Fund.  In some
instances, this procedure might adversely affect a Fund.

MASSACHUSETTS TRUST

         The Trust is a  "Massachusetts  business trust" of which each 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
will not be subject to any personal liability for the acts or obligations of any
Fund and that every written  agreement,  obligation,  instrument or  undertaking
made on behalf  of any Fund will  contain a  provision  to the  effect  that the
shareholders are not personally liable thereunder.

         Effective  May 12, 1997,  the name of the U.S.  Equity Fund was changed
from "Tax Aware Equity Fund" to "Tax Aware U.S. Equity Fund".  Effective January
1, 1998,  the name of the Trust was  changed  from "JPM  Series  Trust" to "J.P.
Morgan  Series  Trust",  the name of the U.S.  Equity Fund was changed from "Tax
Aware U.S. Equity Fund" to "J.P. Morgan Tax Aware U.S. Equity Fund", the name of
the Disciplined Equity Fund was changed from "Tax Aware Disciplined Equity Fund"
to "J.P.  Morgan Tax Aware  Disciplined  Equity Fund", the "JPM Pierpont Shares"
were  renamed  "Select  Shares",   and  "JPM  Pierpont  Shares"  of  "Tax  Aware
Disciplined Equity Fund" were renamed "Institutional Shares" of "J.P. Morgan Tax
Aware Disciplined Equity Fund".

         The Trust's  Declaration  of Trust  further  provides  that no Trustee,
Member of the Advisory Board, officer, employee, or agent of the Trust is liable
to a Fund or to a  shareholder,  and that no  Trustee,  Member  of the  Advisory
Board, officer,  employee, or agent is liable to any third persons in connection
with the affairs of a 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 ("disabling conduct").  It also provides
that all third  persons must look solely to Fund  property for  satisfaction  of
claims arising in connection with the affairs of a Fund. The Trust's Declaration
of Trust  provides  that a  Trustee,  Member  of the  Advisory  Board,  officer,
employee,  or agent is  entitled to be  indemnified  against  all  liability  in
connection with the affairs of a Fund, except liabilities arising from disabling
conduct.

DESCRIPTION OF SHARES

     Each 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 a
Fund.  To date,  shares of each Fund  described in this  Statement of Additional
Information  have been  authorized  and are currently  available for sale to the
public.

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

         The  shareholders  of the Trust are entitled to one full or  fractional
vote for each dollar or fraction of a dollar invested in shares.  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.


     As of June 30, 2000, the following  owned of record or, to the knowledge of
management, beneficially owned more than 5% of the outstanding shares of:

     Tax Aware Disciplined Equity Fund (institutional shares) - Charles Schwab &
Co. Inc. Special Custody Account for the benefit of Customers (34.03%).

     Tax Aware U.S.  Equity  Fund  (select  shares) - Charles  Schwab & Co. Inc.
Special Custody Account for the benefit of Customers (11.37%).


         The address of each owner listed above is c/o JPMIM,  522 Fifth Avenue,
New  York,  New York  10036.  As of the  date of this  Statement  of  Additional
Information the officers,  Trustees and Members of the Advisory Board as a group
owned less than 1% of the beneficial shares of each Fund.

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.

         Each Fund  intends  to  qualify  and remain  qualified  as a  regulated
investment  company under  Subchapter M of the Code.  As a regulated  investment
company,  a 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 or securities and
other  income  (including  but not  limited to gains from  options  and  futures
contracts)  derived  with  respect to its business of investing in such stock or
securities;  and (b)  diversify  its holdings so that, at the end of each fiscal
quarter,  (i) at least 50% of the value of a Fund's total assets is  represented
by cash, U.S. Government  securities,  investments in other regulated investment
companies  and other  securities  limited,  in respect of any one issuer,  to an
amount not greater than 5% of a 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  the  securities  of  other   regulated   investment
companies).

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

         Under the Code,  a 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.  Each 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 a 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 generally be
taxable to a shareholder in the year declared rather than the year paid.


         For federal income tax purposes,  the Tax Aware U.S.  Equity Fund had a
capital loss  carryforward  of  $5,184,197 at October 31, 1999, of which $81,365
will  expire in the year 2005 and  $498,314  will  expire in the year 2006,  and
$4,604,518 will expire in the year 2007. In addition,  the Tax Aware Disciplined
Equity had a capital loss carry  forward of $802,394 at October 31, 1999,  which
will expire in the year 2006. To the extent that these  capital  losses are used
by the respective  Fund to offset future capital gains,  it is probable that the
gains so offset will not be distributed to shareholders.


         Distributions  of net  investment  income and realized  net  short-term
capital  gain in excess of net  long-term  capital  loss  generally  taxable  to
shareholders  of the Funds as ordinary  income  whether such  distributions  are
taken in cash or  reinvested  in  additional  shares.  The Funds  expect  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 a Fund, the  overdistribution
would be  considered  a return of capital  rather than a dividend  payment.  The
Funds intend 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 a 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 a 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, if applicable,  a put option 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 a
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 a 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 maximum  tax rate of 20%.  However,  any loss
realized by a  shareholder  upon the  redemption or exchange of shares in a 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 a 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  fluctuations  in
exchange rates between the time a Fund accrues income or receivables or expenses
or other  liabilities  denominated  in a  foreign  currency  and the time a 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 a 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.

         Options  and  futures  contracts  entered  into  by a 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 Fund on  options  and
futures contracts or on the underlying securities.

         Certain  options and futures  held by a Fund at the end of each taxable
fiscal 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 Fund has held such options or futures.


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


         The Funds will be  permitted to "mark to market" any  marketable  stock
held by a Fund in a PFIC.  If a Fund made such an election,  it would 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. A 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 a Fund for prior
taxable years.

         If a correct and  certified  taxpayer  identification  number is not on
file,  a 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,  a 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 from the proceeds of redemptions,  exchanges or other
dispositions  of Fund shares unless IRS Form W-8BEN (or any  successor  form) is
provided.  Transfers by gift of shares of a 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 a 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 Funds 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.


         State and Local Taxes. Each Fund may be subject to state or local taxes
in  jurisdictions  in which a Fund is deemed to be doing business.  In addition,
the treatment of a 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 any Fund is liable for any
income or franchise tax in The Commonwealth of Massachusetts, provided that each
Fund continues to qualify as a regulated  investment  company under Subchapter M
of the Code.

ADDITIONAL INFORMATION

         Telephone  calls to the Funds,  J.P. Morgan or State Street 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 statement filed under the 1940 Act. Pursuant to
the rules and regulations of the SEC,  certain  portions have been omitted.  The
registration statement 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  Funds or FDI.  The  Prospectus  and this  Statement  of  Additional
Information  do not constitute an offer by any Fund or by FDI 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 FDI to make  such  offer in such
jurisdictions.

FINANCIAL STATEMENTS

         The following financial  statements of each Fund and the report thereon
of  PricewaterhouseCoopers  LLP are incorporated  herein by reference from their
respective  annual report filings made with the SEC pursuant to Section 30(b) of
the 1940 Act and Rule 30b2-1 thereunder.  Additionally, the financial statements
of each  Fund  are  incorporated  herein  by  reference  from  their  respective
semi-annual  report  filings made with the SEC pursuant to Section  30(b) of the
1940 Act and Rule 30b2-1 thereunder.  Any of the following financial reports are
available  without  charge upon request by calling J.P.  Morgan Fund Services at
(800) 766-7722 for Tax Aware Disciplined Equity Fund:  Institutional  Shares and
(800) 521-5411 for Tax Aware U.S. Equity Fund: Select Shares.

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


------------------------------------- ---------------------------------------
---------------------------------------------
                                      Date of Annual Report; Date Annual      Date of Semi-Annual Report; Date
Name of Fund                          Report Filed; and Accession Number      Semi-Annual Report Filed; and Accession
                                                                              Number
------------------------------------- ---------------------------------------
---------------------------------------------
-------------------------------------
Tax Aware Disciplined Equity Fund     10/31/99; 1/05/00;                      4/30/00; 7/7/00;
                                      0000912057-00-000267                    0000912057-00-031186
-------------------------------------
------------------------------------- ---------------------------------------
---------------------------------------------
Tax Aware U.S. Equity Fund: Select    10/31/99; 1/05/00;                      4/30/00; 7/06/00;
Shares                                0000912057-00-000266                    0000912057-00-030911
------------------------------------- ---------------------------------------
---------------------------------------------
</TABLE>



<PAGE>



APPENDIX A

Description of Securities Ratings

STANDARD & POOR'S

Corporate and Municipal Bonds

     AAA - Debt rated AAA has 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 has a very  strong  capacity to pay  interest  and repay
principal and differs from the highest rated issues only
         in a small degree.

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

BBB      - Debt rated BBB is  regarded  as having an  adequate  capacity  to pay
         interest and repay  principal.  Whereas it normally  exhibits  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-B     - Debt  rated  BB  and B is  regarded,  on  balance,  as  predominantly
         speculative  with respect to the issuer's  capacity to pay interest and
         repay  principal in  accordance  with the terms of the  obligation.  BB
         indicates the lowest degree of speculation. While such debt will likely
         have some quality and protective characteristics,  these are outweighed
         by large uncertainties or major risk exposures to adverse conditions.

Commercial Paper, including Tax Exempt

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.




Short-Term Tax-Exempt Notes

SP-1     - The short-term  tax-exempt  note rating of SP-1 is the highest rating
         assigned by Standard & Poor's and has a very strong or strong  capacity
         to pay  principal  and  interest.  Those issues  determined  to possess
         overwhelming safety characteristics are given a "plus" (+) designation.

     SP-2 - The  short-term  tax-exempt  note rating of SP-2 has a  satisfactory
capacity to pay principal and interest.

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 Aa 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 a 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, including Tax Exempt

-        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.

Short-Term Tax Exempt Notes

MIG-1    - The  short-term  tax-exempt  note rating MIG-1 is the highest  rating
         assigned by Moody's for notes judged to be the best quality. Notes with
         this rating  enjoy strong  protection  from  established  cash flows of
         funds for their servicing or from established and broad-based access to
         the market for refinancing, or both.

     MIG-2 -  MIG-2  rated  notes  are of  high  quality  but  with  margins  of
protection not as large as MIG-1.


--------
         1Mr.  Healey is an "interested  person" (as defined in the 1940 Act) of
the Trust.

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.
 (a)7 Amendment No. 7 to Declaration of Trust.
 (a)8 Amendment No. 8 to Declaration of Trust.

 (b)  Restated By-Laws.(2)

 (b)(1) Amendment to Restated By-Laws of Registrant. (12)

     (d) Amended  Investment  Advisory  Agreement  between  Registrant  and J.P.
Morgan Investment Management Inc. ("JPMIM").(9)

(d)1 Amended  Investment  Advisory  Agreement  between  Registrant  and J.P.
Morgan Investment Management Inc.

(e)  Form  of   Distribution   Agreement   between   Registrant  and  Funds
Distributor, Inc. ("FDI").(2)

(g) Form of Custodian Contract between Registrant and State Street Bank and
Trust Company ("State Street").(2)

(g)2 Custodian  Contract  between  Registrant  and Bank of New  York.(12)

 (h)1 Form of Co-Administration Agreement between Registrant and FDI.(2)

(h)2 Form of  Administrative  Services  Agreement  between  Registrant  and
Morgan Guaranty Trust Company of New York ("Morgan").(2)

(h)3 Form of Transfer Agency and Service Agreement  between  Registrant and
State Street.(2)

(h)4 Form of Restated  Shareholder  Servicing  Agreement between Registrant
and Morgan.(9)

(h)5 Form of Shareholder  Servicing  Agreement between Registrant
and Morgan.

(j) Consent of independent accountants.

(l) Purchase agreement with respect to Registrant's initial shares.(2)

(n) Financial Data Schedules (not applicable)

(o)1 18f-3 Plan for J.P. Morgan California Bond Fund.(3)

(o)2 18f-3 Plan for J.P. Morgan Global 50 Fund. (7)

(o)3 18f-3 Plan for J.P.  Morgan Tax Aware  Enhanced  Income  Fund (11)

(p)(1) Code of  Ethics  for J.P.  Morgan Series Trust. (13)

(p)(2) Code of Ethics for J.P.  Morgan  Investment  Management  Inc. (13)

(p)(3) Code of Ethics for Funds Distributor Inc. (13)

      -------------------
(1) Incorporated herein from Registrant's  registration  statement on
     Form N-1A as filed on August 29, 1996 (Accession No.
     0000912057-96-019242).

(2) Incorporated herein from Registrant's  registration  statement on
      Form N-1A as filed on November 8, 1996 (Accession No.
      0001016964-96-000034).

(3) Incorporated herein from Registrant's  registration  statement on
      Form N-1A as filed on February 10, 1997 (Accession No.
      0001016964-97-000014).

(4) Incorporated herein from Registrant's  registration  statement on
       Form N-1A as filed on June 19, 1997 (Accession No.
       0001016964-97-000117).

(5) Incorporated herein from Registrant's  registration  statement on
      Form N-1A as filed on October 21, 1997 (Accession No.
      0001042058-97-000005).

(6) Incorporated herein from Registrant's  registration  statement on
      Form   N-1A   as   filed   on   January   2,   1998    (Accession
      No.0001041455-98-000012).

(7) Incorporated herein from Registrant's  registration  statement on
      Form N-1A as filed on March 2, 1998 (Accession No.
      0001042058-98-000030).

(8) Incorporated  herein from Registrant's  registration  statement on
      Form N-1A as filed on July 28, 1998 (Accession No.
      0001041455-98-000039).

(9) Incorporated herein from Registrant's  registration  statement on
      Form N-1A as filed on August 25, 1998 (Accession No.
      0001041455-98-000054).

(10) Incorporated herein from Registrant's  registration statement on Form
        N-1A as filed on December 30, 1998(Accession No. 0001041455-98-000054).

(11) Incorporated herein from Registrant's  registration  statement on
        Form N-1A as filed on February 1, 1999 (Accession No.
        0000899681-99-000024).

(12) Incorporated herein from Registrant's  registration  statement on
        Form   N-1A   as   filed   on   February 28, 2000    (Accession
        No. 0001041455-00-000052).

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

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.
Founders 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:                               Paula R. David
Senior Vice President:                               Judith K. Benson
Senior Vice President:                               Gary S. MacDonald
Director, Chairman of the Board, 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  certifies that it meets all of
the requirements for  effectiveness  of this  registration  statement under rule
485(b)  under the  Securities  Act and has duly  caused  this  Amendment  to the
Registration  Statement  to be signed on its  behalf  caused  this  registration
statement  to  be  signed  on  its  behalf  by  the  undersigned,  thereto  duly
authorized,  in the City of New  York  and  State of New York on the 31st day of
July, 2000.

J.P. MORGAN SERIES TRUST


By       /s/ Elba Vasquez
         ---------------------------------------
         Elba Vasquez
         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 31, 2000.

/s/ George A. Rio
------------------------------
George A. 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/ Elba Vasquez
         ----------------------------
         Elba Vasquez
         as attorney-in-fact pursuant to a power of attorney.

<PAGE>

INDEX TO EXHIBITS

Exhibit No. Description of Exhibit
-------------    ------------------------
Ex-99.(a) 6 Amendment No. 6 to the Declaration of Trust
Ex-99 (a) 8 Amendment No. 8 to the Declaration of Trust
Ex-99 (d) 1Amendment Investment Advisory Agreement
Ex-99 (h) 5 Form of Shareholder Servicing Agreement
Ex-99 (j) Independent Auditors Consent




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