PIERPONT FUNDS
497, 1995-08-03
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<PAGE>
PROSPECTUS
                               THE PIERPONT FUNDS

                6 ST. JAMES AVENUE, BOSTON, MASSACHUSETTS 02116
                      FOR INFORMATION CALL (800) 521-5411

    THE  PIERPONT FUNDS ARE A FAMILY OF NO-LOAD MUTUAL FUNDS FOR WHICH THERE ARE
NO  SALES  CHARGES  OR  EXCHANGE  OR  REDEMPTION  FEES.  EACH  FUND  (A  "FUND",
COLLECTIVELY  THE  "FUNDS")  IS A  SERIES  OF  THE PIERPONT  FUNDS,  AN OPEN-END
MANAGEMENT INVESTMENT COMPANY ORGANIZED AS  A MASSACHUSETTS BUSINESS TRUST  (THE
"TRUST").  WITH A BROAD RANGE OF  INVESTMENT CHOICES, THE PIERPONT FUNDS PROVIDE
DISCERNING INVESTORS WITH ATTRACTIVE  ALTERNATIVES FOR MEETING THEIR  INVESTMENT
NEEDS.

    UNLIKE  OTHER  MUTUAL  FUNDS WHICH  DIRECTLY  ACQUIRE AND  MANAGE  THEIR OWN
PORTFOLIO OF  SECURITIES, EACH  PIERPONT FUND  SEEKS TO  ACHIEVE ITS  INVESTMENT
OBJECTIVE  BY INVESTING ALL OF ITS INVESTABLE ASSETS IN A CORRESPONDING OPEN-END
MANAGEMENT INVESTMENT COMPANY HAVING THE  SAME INVESTMENT OBJECTIVE AS THE  FUND
(A  "PORTFOLIO",  COLLECTIVELY  THE  "PORTFOLIOS"). THE  FUNDS  INVEST  IN THEIR
RESPECTIVE  PORTFOLIOS  THROUGH  SIGNATURE  FINANCIAL  GROUP,  INC.'S  HUB   AND
SPOKE-REGISTERED TRADEMARK- FINANCIAL SERVICES METHOD. HUB AND
SPOKE-REGISTERED  TRADEMARK- EMPLOYS A TWO-TIER MASTER FEEDER STRUCTURE AND IS A
REGISTERED  SERVICE  MARK  OF  SIGNATURE  FINANCIAL  GROUP,  INC.  SEE   SPECIAL
INFORMATION CONCERNING HUB AND SPOKE-REGISTERED TRADEMARK- ON PAGE 9.

    THE PIERPONT MONEY MARKET FUND SEEKS TO MAXIMIZE CURRENT INCOME AND MAINTAIN
A  HIGH LEVEL OF  LIQUIDITY. IT IS  DESIGNED FOR INVESTORS  WHO SEEK TO PRESERVE
CAPITAL AND EARN CURRENT  INCOME FROM A PORTFOLIO  OF HIGH QUALITY MONEY  MARKET
INSTRUMENTS.

    THE  PIERPONT TAX EXEMPT MONEY MARKET FUND  SEEKS TO PROVIDE A HIGH LEVEL OF
CURRENT INCOME  EXEMPT FROM  FEDERAL INCOME  TAX AND  MAINTAIN A  HIGH LEVEL  OF
LIQUIDITY.  IT IS  DESIGNED FOR  INVESTORS WHO  SEEK CURRENT  INCOME EXEMPT FROM
FEDERAL INCOME TAX, STABILITY OF CAPITAL AND LIQUIDITY.

    THE PIERPONT TREASURY  MONEY MARKET  FUND SEEKS TO  PROVIDE CURRENT  INCOME,
MAINTAIN  A HIGH  LEVEL OF  LIQUIDITY AND PRESERVE  CAPITAL. IT  IS DESIGNED FOR
INVESTORS WHO SEEK TO PRESERVE CAPITAL AND EARN CURRENT INCOME FROM A  PORTFOLIO
OF DIRECT OBLIGATIONS OF THE U.S. TREASURY AND REPURCHASE AGREEMENT TRANSACTIONS
WITH RESPECT TO THOSE OBLIGATIONS.

    THE PIERPONT SHORT TERM BOND FUND SEEKS TO PROVIDE A HIGH TOTAL RETURN WHILE
ATTEMPTING TO LIMIT THE LIKELIHOOD OF NEGATIVE QUARTERLY RETURNS. IT IS DESIGNED
FOR  INVESTORS WHO DO NOT REQUIRE THE STABLE  NET ASSET VALUE TYPICAL OF A MONEY
MARKET FUND BUT WHO SEEK LESS PRICE FLUCTUATION THAN IS TYPICAL OF A LONGER-TERM
BOND FUND.

    THE PIERPONT BOND FUND SEEKS TO PROVIDE A HIGH TOTAL RETURN CONSISTENT  WITH
MODERATE  RISK  OF CAPITAL  AND  MAINTENANCE OF  LIQUIDITY.  IT IS  DESIGNED FOR
INVESTORS WHO SEEK A TOTAL RETURN OVER  TIME THAT IS HIGHER THAN THAT  GENERALLY
AVAILABLE  FROM  A PORTFOLIO  OF  SHORT-TERM OBLIGATIONS  WHILE  RECOGNIZING THE
GREATER PRICE FLUCTUATION OF LONGER-TERM INSTRUMENTS.

    THE PIERPONT TAX EXEMPT BOND FUND SEEKS  TO PROVIDE A HIGH LEVEL OF  CURRENT
INCOME  EXEMPT FROM FEDERAL INCOME TAX  CONSISTENT WITH MODERATE RISK OF CAPITAL
AND MAINTENANCE OF LIQUIDITY. IT IS  DESIGNED FOR INVESTORS WHO SEEK TAX  EXEMPT
YIELDS GREATER THAN THOSE GENERALLY AVAILABLE FROM A PORTFOLIO OF SHORT-TERM TAX
EXEMPT OBLIGATIONS AND WHO ARE WILLING TO INCUR THE GREATER PRICE FLUCTUATION OF
LONGER-TERM INSTRUMENTS.

    THE  PIERPONT  EQUITY FUND  SEEKS  TO PROVIDE  A  HIGH TOTAL  RETURN  FROM A
PORTFOLIO OF SELECTED EQUITY SECURITIES. IT  IS DESIGNED FOR INVESTORS WHO  WANT
AN  ACTIVELY  MANAGED  PORTFOLIO OF  SELECTED  EQUITY SECURITIES  THAT  SEEKS TO
OUTPERFORM THE S&P 500 INDEX.

    THE PIERPONT CAPITAL APPRECIATION FUND SEEKS TO PROVIDE A HIGH TOTAL  RETURN
FROM  A PORTFOLIO OF  EQUITY SECURITIES OF  SMALL COMPANIES. IT  IS DESIGNED FOR
INVESTORS WHO ARE  WILLING TO ASSUME  THE SOMEWHAT HIGHER  RISK OF INVESTING  IN
SMALL  COMPANIES IN ORDER TO SEEK A HIGHER  TOTAL RETURN OVER TIME THAN MIGHT BE
EXPECTED FROM A PORTFOLIO OF STOCKS OF LARGE COMPANIES.

    THE PIERPONT INTERNATIONAL EQUITY FUND SEEKS TO PROVIDE A HIGH TOTAL  RETURN
FROM  A PORTFOLIO OF  EQUITY SECURITIES OF FOREIGN  CORPORATIONS. IT IS DESIGNED
FOR INVESTORS WITH A  LONG-TERM INVESTMENT HORIZON WHO  WANT TO DIVERSIFY  THEIR
INVESTMENTS  BY ADDING INTERNATIONAL  EQUITIES AND TAKE  ADVANTAGE OF INVESTMENT
OPPORTUNITIES OUTSIDE THE UNITED STATES.

    THE PIERPONT EMERGING  MARKETS EQUITY  FUND SEEKS  TO PROVIDE  A HIGH  TOTAL
RETURN  FROM A PORTFOLIO OF EQUITY  SECURITIES OF COMPANIES IN EMERGING MARKETS.
IT IS DESIGNED FOR LONG-TERM INVESTORS  WHO WANT TO DIVERSIFY THEIR  INVESTMENTS
BY ADDING EXPOSURE TO THE RAPIDLY GROWING EMERGING MARKETS.

    THE  PIERPONT DIVERSIFIED FUND SEEKS  TO PROVIDE A HIGH  TOTAL RETURN FROM A
DIVERSIFIED PORTFOLIO OF EQUITY AND FIXED INCOME SECURITIES. IT IS DESIGNED  FOR
INVESTORS WHO WISH TO INVEST FOR LONG-TERM OBJECTIVES SUCH AS RETIREMENT AND WHO
SEEK  OVER  TIME TO  ATTAIN  REAL APPRECIATION  IN  THEIR INVESTMENTS,  BUT WITH
SOMEWHAT LESS PRICE  FLUCTUATION THAN  A PORTFOLIO CONSISTING  SOLELY OF  EQUITY
SECURITIES.

    EACH  PORTFOLIO  IS ADVISED  BY MORGAN  GUARANTY TRUST  COMPANY OF  NEW YORK
("MORGAN GUARANTY" OR "ADVISOR").

    THIS PROSPECTUS SETS  FORTH CONCISELY  THE INFORMATION  ABOUT EACH  PIERPONT
FUND  INCLUDED  IN THIS  PROSPECTUS THAT  A PROSPECTIVE  INVESTOR OUGHT  TO KNOW
BEFORE INVESTING  AND SHOULD  BE RETAINED  FOR FUTURE  REFERENCE. AN  ADDITIONAL
FUND,  THE PIERPONT NEW  YORK TOTAL RETURN  BOND FUND, IS  COVERED IN A SEPARATE
PROSPECTUS. ADDITIONAL  INFORMATION ABOUT  EACH  FUND HAS  BEEN FILED  WITH  THE
SECURITIES  AND  EXCHANGE COMMISSION  IN A  STATEMENT OF  ADDITIONAL INFORMATION
DATED THE DATE  OF THIS  PROSPECTUS (AS SUPPLEMENTED  FROM TIME  TO TIME).  THIS
INFORMATION  IS INCORPORATED HEREIN BY REFERENCE AND IS AVAILABLE WITHOUT CHARGE
UPON WRITTEN  REQUEST  FROM  THE  FUNDS'  DISTRIBUTOR,  SIGNATURE  BROKER-DEALER
SERVICES,  INC., 6 ST. JAMES AVENUE, BOSTON, MASSACHUSETTS 02116, ATTENTION: THE
PIERPONT FUNDS, OR BY CALLING (800) 847-9487.

    INVESTMENTS IN THE  PIERPONT FUNDS ARE  NOT DEPOSITS OR  OBLIGATIONS OF,  OR
GUARANTEED  OR ENDORSED  BY, MORGAN  GUARANTY TRUST COMPANY  OF NEW  YORK OR ANY
OTHER BANK.  SHARES OF  THE PIERPONT  FUNDS  ARE NOT  FEDERALLY INSURED  BY  THE
FEDERAL  DEPOSIT INSURANCE CORPORATION,  THE FEDERAL RESERVE  BOARD OR ANY OTHER
GOVERNMENTAL AGENCY. AN INVESTMENT IN ANY OF  THE FUNDS IS SUBJECT TO RISK  THAT
MAY  CAUSE THE VALUE OF THE INVESTMENT  TO FLUCTUATE, AND WHEN THE INVESTMENT IS
REDEEMED, THE VALUE MAY BE HIGHER  OR LOWER THAN THE AMOUNT ORIGINALLY  INVESTED
BY  THE  INVESTOR. ALTHOUGH  THE PIERPONT  MONEY MARKET  FUND, THE  PIERPONT TAX
EXEMPT MONEY MARKET  FUND AND THE  PIERPONT TREASURY MONEY  MARKET FUND SEEK  TO
MAINTAIN  A STABLE NET ASSET VALUE OF $1.00 PER SHARE, THERE CAN BE NO ASSURANCE
THAT THEY WILL BE ABLE TO CONTINUE TO DO SO.

    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
    AND EXCHANGE COM-
     MISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES  AND
     EXCHANGE  COMMISSION OR ANY STATE  SECURITIES COMMISSION PASSED UPON
       THE ACCURACY OR ADEQUACY OF THIS PRO-
                    SPECTUS. ANY  REPRESENTATION TO  THE CONTRARY  IS  A
                               CRIMINAL OFFENSE.

     THE DATE OF THIS PROSPECTUS IS MARCH 1, 1995, AS AMENDED JUNE 21, 1995
<PAGE>
                               TABLE OF CONTENTS

<TABLE>
<S>                                           <C>
                                                PAGE
                                              ---------

Investors for Whom the Funds Are Designed...          1
Financial Highlights........................          4
Special Information Concerning Hub and
 Spoke-Registered Trademark-................         10
Investment Objectives and Policies..........         11
Additional Investment Information and Risk
 Factors....................................         22
Investment Restrictions.....................         27
Management of the Trust and the
Portfolios..................................         29
Shareholder Servicing.......................         32
Purchase of Shares..........................         33
                                                PAGE
                                              ---------
Redemption of Shares........................         34
Exchange of Shares..........................         35
Dividends and Distributions.................         36
Net Asset Value.............................         37
Organization................................         37
Taxes.......................................         38
Additional Information......................         40
Appendix....................................         42
</TABLE>
<PAGE>
                               THE PIERPONT FUNDS

INVESTORS FOR WHOM THE FUNDS ARE DESIGNED

   The Pierpont Funds offer investors the advantages of no-load mutual funds and
are  designed to meet a broad range  of investment objectives. Each of the Funds
seeks to achieve  its investment objective  by investing all  of its  investable
assets  in its corresponding Portfolio, which  has the same investment objective
as the Fund. Since  the investment characteristics and  experience of each  Fund
will  correspond  directly  with  those  of  its  corresponding  Portfolio,  the
discussion in this Prospectus focuses on the various investments and  investment
policies of each Portfolio.

   For   investors  interested   in  current  income,   preserving  capital  and
maintaining liquidity, there are  The Pierpont Money  Market Fund, The  Pierpont
Tax  Exempt Money Market Fund, and The  Pierpont Treasury Money Market Fund. For
investors seeking higher current  income in exchange for  some risk of  capital,
The  Pierpont Short Term Bond Fund, The  Pierpont Bond Fund and The Pierpont Tax
Exempt Bond Fund and The Pierpont New York Total Return Bond Fund are available.
(The Pierpont New York Total  Return Bond Fund is  described in, and its  shares
are offered pursuant to, a separate prospectus.) For those investors who wish to
participate  primarily in the U.S. equity  markets, The Pierpont Equity Fund and
The Pierpont Capital Appreciation Fund are attractive alternatives. The Pierpont
International Equity  Fund and  The Pierpont  Emerging Markets  Equity Fund  are
available  for  investors  who seek  to  diversify their  investments  by adding
international equities. For investors interested  in a diversified portfolio  of
equity and fixed income securities, The Pierpont Diversified Fund is available.

   The Pierpont Money Market Fund, The Pierpont Tax Exempt Money Market Fund and
The Pierpont Treasury Money Market Fund each seek to maintain a stable net asset
value  of $1.00 per share; there  can be no assurance that  they will be able to
continue to do so.  The net asset  value of shares in  the other Pierpont  Funds
fluctuates  with changes in the value  of the investments in their corresponding
Portfolios. In view of the capitalization of the companies in which The Pierpont
Capital Appreciation Fund invests, the risks of investment in this Fund and  the
volatility  of the value  of its shares  may be greater  than the general equity
markets. In addition, The Pierpont International Equity Fund's and The  Pierpont
Emerging  Markets Equity  Fund's investments  in securities  of foreign issuers,
including issuers in emerging markets, involve foreign investment risks and  may
be  more volatile and less liquid than  domestic securities. Each of these Funds
may make  various types  of investments  in seeking  its objectives.  Among  the
permissible  investments and investment techniques for certain Funds are futures
contracts,  options,  forward  contracts  on  foreign  currencies  and   certain
privately placed securities. For further information about these investments and
investment  techniques,  and  the  Funds  which  may  use  them,  see Investment
Objectives and Policies discussed below.

   Each of the Funds in The Pierpont Funds requires a minimum initial investment
of  $25,000,  except  that  the  minimum  initial  investment  is  $10,000   for
shareholders  of  another Pierpont  Fund. See  Purchase  of Shares.  The minimum
subsequent investment  is $5,000.  If a  shareholder reduces  his or  her  total
investment  in shares of any  Fund to less than  $10,000, the investment will be
subject to mandatory redemption. See Redemption of Shares--Mandatory  Redemption
by the Fund.

   This  Prospectus describes  the financial history,  investment objectives and
policies, management  and operation  of each  of The  Pierpont Funds  to  enable
investors  to select the Funds  which best suit their  needs. The Pierpont Funds
operate  through  Signature  Financial  Group,  Inc.'s  ("Signature")  Hub   and
Spoke-Registered  Trademark- financial  services method.  Formerly, The Pierpont
Money Market Fund, The Pierpont Tax Exempt Money Market Fund, The Pierpont  Bond
Fund,  The Pierpont Tax Exempt Bond Fund, The Pierpont Equity Fund, The Pierpont
Capital Appreciation Fund and The Pierpont International Equity Fund operated as
free-standing mutual funds not through Hub and Spoke-Registered Trademark-.  The
Trustees  believe that  each Fund  may achieve economies  of scale  over time by
investing through Hub and Spoke. Where indicated in this Prospectus,  historical
information   for  these   Funds  includes  information   for  their  respective
predecessor entities.

                                                                               1
<PAGE>
   The following table illustrates that investors in The Pierpont Funds incur no
shareholder transaction expenses; their investment in the Funds is subject  only
to  the operating expenses set  forth below for each  Fund and its corresponding
Portfolio, as a percentage of  average net assets of  the Fund. The Trustees  of
the  Trust believe that  the aggregate per  share expenses of  each Fund and its
corresponding Portfolio will be approximately equal to and may be less than  the
expenses that each Fund would incur if it retained the services of an investment
adviser  and  invested its  assets directly  in  portfolio securities.  Fund and
Portfolio expenses  are discussed  below under  the headings  Management of  the
Trust and the Portfolios--Expenses, and Shareholder Servicing.

                               THE PIERPONT FUNDS
                        SHAREHOLDER TRANSACTION EXPENSES

<TABLE>
<S>                                                                <C>
Sales Load Imposed on Purchases                                    NONE
Sales Load Imposed on Reinvested Dividends                         NONE
Deferred Sales Load                                                NONE
Redemption Fees                                                    NONE
Exchange Fees                                                      NONE
</TABLE>

                                 EXPENSE TABLE
<TABLE>
<CAPTION>
                               MONEY       TAX EXEMPT      TREASURY
                               MARKET     MONEY MARKET   MONEY MARKET    SHORT TERM                  TAX EXEMPT      EQUITY
ANNUAL OPERATING EXPENSES*      FUND          FUND           FUND        BOND FUND     BOND FUND     BOND FUND        FUND
- ---------------------------  ----------  --------------  ------------  --------------  ----------  --------------  ----------
<S>                          <C>         <C>             <C>           <C>             <C>         <C>             <C>
Advisory Fee...............      0.14%         0.20%          0.20%          0.25%         0.30%         0.30%         0.40%
Rule 12b-1 Fees............       None          None           None           None          None          None          None
Other Expenses After
 Expense Reimbursements....      0.29%         0.32%          0.20%          0.44%         0.48%         0.41%         0.50%
                             ----------       ------         ------         ------     ----------       ------     ----------
Total Operating Expenses
 After Expense
 Reimbursements............      0.43%         0.52%          0.40%          0.69%         0.78%         0.71%         0.90%

<CAPTION>
                                 CAPITAL                         EMERGING
                              APPRECIATION     INTERNATIONAL     MARKETS      DIVERSIFIED
ANNUAL OPERATING EXPENSES*        FUND          EQUITY FUND    EQUITY FUND       FUND
- ---------------------------  ---------------  ---------------  ------------  -------------
<S>                          <C>              <C>              <C>           <C>
Advisory Fee...............        0.60%            0.60%           1.00%         0.55%
Rule 12b-1 Fees............         None             None            None          None
Other Expenses After
 Expense Reimbursements....        0.30%            0.78%           0.84%         0.43%
                                  ------           ------          ------        ------
Total Operating Expenses
 After Expense
 Reimbursements............        0.90%            1.38%           1.84%         0.98%
<FN>
*  Fees and expenses are expressed as a percentage of average net assets of each
  Fund  for  its  most  recent   fiscal  year,  after  any  applicable   expense
  reimbursements.
</TABLE>

                                    EXAMPLE

   An investor would pay the following expenses on a $1,000 investment, assuming
(1) 5% annual return and (2) redemption at the end of each time period:
<TABLE>
<CAPTION>
                                                            TREASURY
                             MONEY     TAX EXEMPT MONEY   MONEY MARKET   SHORT TERM BOND                TAX EXEMPT BOND
                          MARKET FUND     MARKET FUND         FUND            FUND         BOND FUND         FUND
                          -----------  -----------------  -------------  ---------------     -----     -----------------
<S>                       <C>          <C>                <C>            <C>              <C>          <C>
1 Year..................   $       4       $       5        $       4       $       7      $       8       $       7
3 Years.................   $      14       $      17        $      13       $      22      $      25       $      23
5 Years.................   $      24       $      29        $      22       $      38      $      43       $      40
10 Years................   $      54       $      65        $      51       $      86      $     197       $      88

<CAPTION>
                                                                               EMERGING
                                            CAPITAL         INTERNATIONAL       MARKETS       DIVERSIFIED
                          EQUITY FUND  APPRECIATION FUND     EQUITY FUND      EQUITY FUND        FUND
                          -----------  -----------------  -----------------  -------------  ---------------
<S>                       <C>          <C>                <C>                <C>            <C>
1 Year..................   $       9       $       9          $      14        $      19       $      10
3 Years.................   $      29       $      29          $      44        $      58       $      31
5 Years.................   $      50       $      50          $      76        $     100       $      54
10 Years................   $     111       $     111          $     166        $     216       $     120
</TABLE>

   The  above Expense Table is designed to assist investors in understanding the
various direct and indirect costs and expenses that investors in each Fund bear.
The fees and expenses  included in Other  Expenses are the  fees paid to  Morgan
Guaranty  under  the Shareholder  Servicing  and Financial  and  Fund Accounting
Services Agreements,  the fees  paid  to Pierpont  Group,  Inc. under  the  Fund
Services Agreements, and the fees paid to State Street Bank and Trust Company as
custodian  of the Portfolios. For a more detailed description of contractual fee
arrangements, including expense  reimbursements, and  of the  fees and  expenses
included  in  Other Expenses,  see Management  of the  Trust and  Portfolios and
Shareholder Servicing. The above Expense Table reflects total operating expenses
after certain  expense  reimbursements  for  each  Fund  and  its  corresponding
Portfolio.   If  the  above  Expense  Table  reflected  these  expenses  without
reimbursements, Total Operating Expenses would be as follows: The Pierpont Money
Market Fund,  0.44%; The  Pierpont  Tax Exempt  Money  Market Fund,  0.53%;  The
Pierpont Treasury Money Market Fund, 0.62%; The

2
<PAGE>
Pierpont  Short  Term  Bond Fund,  2.05%;  The  Pierpont Bond  Fund,  0.79%; The
Pierpont Equity Fund, 0.93%; The Pierpont Capital Appreciation Fund, 1.10%;  The
Pierpont  International Equity Fund, 1.45%; The Pierpont Emerging Markets Equity
Fund, 1.96%; and The Pierpont Diversified Fund, 2.50%.

   In connection with the  above Example, please note  that $1,000 is less  than
the  Funds' minimum investment  requirement and that there  are no redemption or
exchange fees of any kind. See Purchase of Shares and Redemption of Shares.  THE
EXAMPLE  IS HYPOTHETICAL;  IT IS INCLUDED  SOLELY FOR  ILLUSTRATIVE PURPOSES. IT
SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE PERFORMANCE; ACTUAL EXPENSES
MAY BE MORE OR LESS THAN THOSE SHOWN.

                                                                               3
<PAGE>
FINANCIAL HIGHLIGHTS

   The  following selected data for a share outstanding of each of the Funds for
the  indicated  periods  should  be  read  in  conjunction  with  the  financial
statements  and related notes which are contained  in the Annual Report for each
Fund and  are  incorporated  by  reference  into  the  Statement  of  Additional
Information.  The  following  selected  data have  been  audited  by independent
accountants except as noted below.

   Each Annual Report  includes a  discussion of those  factors, strategies  and
techniques  that materially affected their performance  during the period of the
report, as well as certain related information.  A copy of any Annual Report  is
available without charge upon request.
<TABLE>
<CAPTION>
                                                              THE PIERPONT MONEY MARKET FUND
                                                           FOR THE FISCAL YEAR ENDED NOVEMBER 30
                          -------------------------------------------------------------------------------------------------------
                              1994        1993(1)       1992         1991         1990         1989         1988         1987
                          -------------------------------------------------------------------------------------------------------
<S>                       <C>           <C>          <C>          <C>          <C>          <C>          <C>          <C>
Net Asset Value,
 Beginning of Period      $ 1.00        $ 1.00       $ 1.00       $ 1.00       $ 1.00       $ 1.00       $ 1.00       $ 1.00
                          ------------  -----------  -----------  -----------  -----------  -----------  -----------  -----------
Income From Investment
 Operations:
  Net Investment Income     0.0367        0.0281       0.0371       0.0612       0.0780       0.0877       0.0705       0.0606
  Net Realized Gain
   (Loss) From Portfolio   (0.0000)(a)    0.0003       0.0006       0.0002     -0-          -0-          -0-          -0-
                          ------------  -----------  -----------  -----------  -----------  -----------  -----------  -----------
Total From Investment
 Operations                 0.0367        0.0284       0.0377       0.0614       0.0780       0.0877       0.0705       0.0606
                          ------------  -----------  -----------  -----------  -----------  -----------  -----------  -----------
Less Distributions to
 Shareholders From:
  Net Investment Income    (0.0367)      (0.0281)     (0.0371)     (0.0612)     (0.0780)     (0.0877)     (0.0705)     (0.0606)
  Net Realized Gain on
   Investments            -0-            (0.0003)     (0.0006)     (0.0002)    -0-          -0-          -0-          -0-
                          ------------  -----------  -----------  -----------  -----------  -----------  -----------  -----------
Total Distributions to
 Shareholders              (0.0367)      (0.0284)     (0.0377)     (0.0614)     (0.0780)     (0.0877)     (0.0705)     (0.0606)
                          ------------  -----------  -----------  -----------  -----------  -----------  -----------  -----------
Net Asset Value, End of
 Period                   $ 1.00        $ 1.00       $ 1.00       $ 1.00       $ 1.00       $ 1.00       $ 1.00       $ 1.00
                          ------------  -----------  -----------  -----------  -----------  -----------  -----------  -----------
                          ------------  -----------  -----------  -----------  -----------  -----------  -----------  -----------
Total Return                3.73%         2.89% (b)    3.83% (b)    6.31% (b)    8.09% (b)    9.15% (b)    7.25% (b)    6.23% (b)
Ratios and Supplemental
 Data:
  Net Assets at End of
   Period (In Thousands)  $2,003,690    $2,562,713   $2,700,392   $3,058,559   $2,355,980   $2,156,326   $1,897,513   $1,239,022
  Ratios to Average Net
   Assets:
    Expenses                0.43%         0.43%        0.43%        0.43%        0.47%        0.46%        0.49%        0.54%
    Net Investment Income   3.64%         2.82%        3.74%        6.10%        7.80%        8.77%        7.05%        6.06%
    Decrease Reflected in
     the Above Expense
     Ratio due to Expense
     Reimbursements         0.01%         0.01%        0.01%        0.01%       --           --           --           --

<CAPTION>

                              1986         1985

<S>                       <C>           <C>
Net Asset Value,
 Beginning of Period       $ 1.00       $ 1.00
                           -----------  -----------
Income From Investment
 Operations:
  Net Investment Income      0.0652       0.0781
  Net Realized Gain
   (Loss) From Portfolio     0.0002       0.0001
                           -----------  -----------
Total From Investment
 Operations                  0.0654       0.0782
                           -----------  -----------
Less Distributions to
 Shareholders From:
  Net Investment Income     (0.0652)     (0.0781)
  Net Realized Gain on
   Investments              (0.0002)     (0.0001)
                           -----------  -----------
Total Distributions to
 Shareholders               (0.0654)     (0.0782)
                           -----------  -----------
Net Asset Value, End of
 Period                    $ 1.00       $ 1.00
                           -----------  -----------
                           -----------  -----------
Total Return                 6.73% (b)    8.15% (b)
Ratios and Supplemental
 Data:
  Net Assets at End of
   Period (In Thousands)   $1,229,640   $811,831
  Ratios to Average Net
   Assets:
    Expenses                 0.58%        0.61%
    Net Investment Income    6.52%        7.81%
    Decrease Reflected in
     the Above Expense
     Ratio due to Expense
     Reimbursements         --           --

<FN>

(1)  In  July, 1993  the Fund's  predecessor contributed  all of  its investable
    assets to The Money Market Portfolio.

(a) Less than $0.0001 per share.

(b) Total return has been restated to reflect dividend reinvestment.
</TABLE>

4
<PAGE>
<TABLE>
<CAPTION>
                                                        THE PIERPONT TAX EXEMPT MONEY MARKET FUND
                                                           FOR THE FISCAL YEAR ENDED AUGUST 31
                          -----------------------------------------------------------------------------------------------------
                              1994       1993(1)      1992       1991       1990       1989       1988       1987       1986
                          -----------------------------------------------------------------------------------------------------
<S>                       <C>           <C>         <C>        <C>        <C>        <C>        <C>        <C>        <C>
Net Asset Value,
 Beginning of Period      $ 1.00         $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00
                          ------------  ----------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
Income From Investment
 Operations:
  Net Investment Income     0.0212         0.0214     0.0317     0.0460     0.0550     0.0581     0.0455     0.0387     0.0460
  Net Realized Gain
   (Loss) From Portfolio   (0.0000)(a)     0.0001     0.0002   -0-        -0-          0.0001     0.0001     0.0005     0.0001
                          ------------  ----------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
Total From Investment
 Operations                 0.0212         0.0215     0.0319     0.0460     0.0550     0.0582     0.0456     0.0392     0.0461
                          ------------  ----------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
Less Distributions to
 Shareholders From:
  Net Investment Income    (0.0212)       (0.0214)   (0.0317)   (0.0460)   (0.0550)   (0.0581)   (0.0455)   (0.0387)   (0.0460)
  Net Capital Gains        (0.0000)(a)    (0.0002)  -0-        -0-        -0-         (0.0001)   (0.0001)   (0.0005)   (0.0001)
                          ------------  ----------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
Total Distributions to
 Shareholders              (0.0212)       (0.0216)   (0.0317)   (0.0460)   (0.0550)   (0.0582)   (0.0456)   (0.0392)   (0.0461)
                          ------------  ----------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
Net Asset Value, End of
 Period                   $ 1.00         $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00
                          ------------  ----------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
                          ------------  ----------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
Total Return                2.14%          2.15%      3.19%      4.60%      5.50%      5.82%      4.56%      3.92%      4.61%
Ratios and Supplemental Data:
  Net Assets, End of
   Period (In Thousands)  $973,599      $1,007,330  $922,358   $877,422   $903,157   $876,051   $895,596   $980,544   $868,028
  Ratios to Average Net
   Assets (Annualized):
    Expenses                0.52%          0.52%      0.53%      0.55%      0.57%      0.53%      0.55%      0.56%      0.61%
    Net Investment Income   2.10%          2.14%      3.16%      4.60%      5.51%      5.79%      4.54%      3.88%      4.59%
    Decrease Reflected in
     Above Expense Ratio
     due to Expense
     Reimbursements         0.01%          0.01%      0.01%      0.01%     --         --         --         --         --

<CAPTION>

                             1985

<S>                       <C>
Net Asset Value,
 Beginning of Period       $ 1.00
                           ---------
Income From Investment
 Operations:
  Net Investment Income      0.0501
  Net Realized Gain
   (Loss) From Portfolio     0.0001
                           ---------
Total From Investment
 Operations                  0.0502
                           ---------
Less Distributions to
 Shareholders From:
  Net Investment Income     (0.0501)
  Net Capital Gains         (0.0001)
                           ---------
Total Distributions to
 Shareholders               (0.0502)
                           ---------
Net Asset Value, End of
 Period                    $ 1.00
                           ---------
                           ---------
Total Return                 5.02%
Ratios and Supplemental D
  Net Assets, End of
   Period (In Thousands)   $350,417
  Ratios to Average Net
   Assets (Annualized):
    Expenses                 0.62%
    Net Investment Income    5.01%
    Decrease Reflected in
     Above Expense Ratio
     due to Expense
     Reimbursements         --

<FN>

(1) In  July, 1993  the Fund's  predecessor contributed  all of  its  investable
    assets to The Tax Exempt Money Market Portfolio.
(a) Less than $0.0001 per share.
</TABLE>
<TABLE>
<CAPTION>
<S>                                                 <C>                <C>
                                                   THE PIERPONT TREASURY MONEY MARKET FUND

<CAPTION>
                                                                       FOR THE PERIOD
                                                     FOR THE FISCAL    JANUARY 4, 1993
                                                       YEAR ENDED      TO OCTOBER 31,
                                                    OCTOBER 31, 1994       1993(1)
                                                    ----------------   ---------------
<S>                                                 <C>                <C>
Net Asset Value, Beginning of Period                   $1.00             $1.00
                                                    -------            -------
Income From Investment Operations:
  Net Investment Income                                 0.0333            0.0208
  Net Realized Gain From Portfolio                     (0.0000)(a)        0.0002
                                                    -------            -------
    Total from Investment Operations                    0.0333            0.0210
                                                    -------            -------
Less Distributions to Shareholders From:
  Net Investment Income                                (0.0333)          (0.0208)
  Net Realized Gain                                    (0.0002)              -0-
                                                    -------            -------
Total Distributions to Shareholders                    (0.0335)          (0.0208)
                                                    -------            -------
Net Asset Value, End of Period                         $1.00             $1.00
                                                    -------            -------
                                                    -------            -------
Total Return                                            3.41%             2.10%(b)
Ratios and Supplemental Data:
  Net Assets at End of Period (In Thousands)        $118,631           $83,097
  Ratios to Average Net Assets (Annualized):
    Expenses                                            0.40%             0.48%
    Net Investment Income                               3.40%             2.53%
    Decrease Reflected in Above Expense Ratio due
     to Expense Reimbursements                          0.22%             0.26%

<FN>

(1) Commencement of Operations January 4, 1993.
(a) Less than $0.0001 per share.
(b) Not annualized.
</TABLE>

                                                                               5
<PAGE>

<TABLE>
<CAPTION>
                                                       THE PIERPONT SHORT TERM BOND FUND
<S>                                                 <C>                <C>
                                                                        FOR THE PERIOD
                                                     FOR THE FISCAL      JULY 8, 1993
                                                       YEAR ENDED       TO OCTOBER 31,
                                                    OCTOBER 31, 1994       1993(1)
                                                    ----------------   ----------------
Net Asset Value, Beginning of Period                     $ 9.99           $10.00
                                                      ------           ------
Income From Investment Operations:
  Net Investment Income                                    0.45             0.10
  Net Realized and Unrealized Loss From Portfolio         (0.39)           (0.01)
                                                      ------           ------
Total from Investment Operations                           0.06             0.09
                                                      ------           ------
Less Distributions to Shareholders From:
  Net Investment Income                                   (0.45)           (0.10)
                                                      ------           ------
Net Asset Value, End of Period                           $ 9.60           $ 9.99
                                                      ------           ------
                                                      ------           ------
Total Return                                               0.61%            0.94%(a)
Ratios and Supplemental Data:
  Net Assets at End of Period (In Thousands)          $6,008           $6,842
  Ratios to Average Net Assets:
    Expenses                                               0.69%            0.67%(b)
    Net Investment Income                                  4.49%            3.44%(b)
    Decrease Reflected in Above Expense Ratio due
     to Expense Reimbursements                             1.36%            2.80%(b)

<FN>

(1) Commencement of Operations July 8, 1993.
(a) Not Annualized.
(b) Annualized.
</TABLE>
<TABLE>
<CAPTION>
                                                                       THE PIERPONT BOND FUND
<S>                                       <C>          <C>            <C>        <C>        <C>        <C>       <C>
                                                                FOR THE FISCAL YEAR ENDED OCTOBER 31
                                          ---------------------------------------------------------------------------------
                                             1994          1993         1992       1991       1990      1989      1988(1)

<CAPTION>
                                          ---------------------------------------------------------------------------------
<S>                                       <C>          <C>            <C>        <C>        <C>        <C>       <C>
Net Asset Value, Beginning of Period        $11.00       $10.52        $10.32      $9.93      $9.84     $9.84    $10.00
                                          ----------   ------------   --------   --------   --------   -------   ----------
Income From Investment Operations:
  Net Investment Income                       0.55         0.54          0.66       0.70       0.74      0.78      0.46
  Net Realized and Unrealized Gain
   (Loss) From Portfolio                     (0.91)        0.67          0.28       0.41       0.09       -0-     (0.16)
                                          ----------   ------------   --------   --------   --------   -------   ----------
Total From Investment Operations             (0.36)        1.21          0.94       1.11       0.83      0.78      0.30
                                          ----------   ------------   --------   --------   --------   -------   ----------
Less Distributions to Shareholders From:
  Net Investment Income                      (0.55)       (0.54)        (0.66)     (0.70)     (0.74)    (0.78)    (0.46)
  Net Capital Gains                          (0.45)       (0.19)        (0.08)     (0.02)       -0-       -0-       -0-
                                          ----------   ------------   --------   --------   --------   -------   ----------
Total Distributions to Shareholders          (1.00)       (0.73)        (0.74)     (0.72)     (0.74)    (0.78)    (0.46)
                                          ----------   ------------   --------   --------   --------   -------   ----------
Net Asset Value, End of Period               $9.64       $11.00        $10.52     $10.32      $9.93     $9.84     $9.84
                                          ----------   ------------   --------   --------   --------   -------   ----------
                                          ----------   ------------   --------   --------   --------   -------   ----------
Total Return                                 (3.50)%      11.97%         9.35%     11.55%      8.78%     8.27%     3.12%(b)
Ratios and Supplemental Data:
  Net Assets at End of Period (In
   Thousands)                              $112,049      $103,572     $75,822    $41,616    $12,306    $8,449      $4,847
  Ratios to Average Net Assets
   (Annualized):
    Expenses                                  0.78%        0.81%         0.81%      0.81%      0.83%     0.84%     0.85%
    Net Investment Income                     5.43%        5.01%         6.26%      6.84%      7.58%     7.92%     7.40%
    Decrease Reflected in Above Expense
     Ratio due to Expense Reimbursements      0.01%        0.08%         0.20%      0.58%      1.26%     2.40%     3.13%
  Portfolio Turnover                            --       236.39%(a)    267.04%    166.78%     68.55%    81.92%   143.67%

<FN>

(1) Commencement of Operations March 11, 1988.
(a)  1993 Portfolio Turnover  reflects the period  November 1, 1992  to July 11,
    1993 and  has not  been annualized.  In July,  1993 the  Fund's  predecessor
    contributed all of its investable assets to The U.S. Fixed Income Portfolio.

(b) Not annualized.
</TABLE>

6
<PAGE>
<TABLE>
<CAPTION>
                                                      THE PIERPONT TAX EXEMPT BOND FUND
<S>                <C>       <C>       <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
                                                     FOR THE FISCAL YEAR ENDED AUGUST 31
                   --------------------------------------------------------------------------------------------------------
                     1994      1993      1992       1991       1990       1989       1988       1987       1986     1985(1)

<CAPTION>
                   --------------------------------------------------------------------------------------------------------
<S>                <C>       <C>       <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
Net Asset Value,
  Beginning of
  Period           $ 12.04   $ 11.60   $  11.19   $  10.75   $  10.85   $  10.72   $  10.84   $  11.15   $  10.30   $10.00
                   --------  --------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  -------
Income From
  Investment
  Operations:
  Net Investment
   Income             0.51      0.55       0.62       0.68       0.70       0.71       0.71       0.69       0.75     0.70
  Net Realized and
   Unrealized Gain
   (Loss) From
   Portfolio         (0.35 )    0.56       0.41       0.44      (0.10)      0.13      (0.12)     (0.27)      0.92     0.30
                   --------  --------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  -------
Total From
  Investment
  Operations          0.16      1.11       1.03       1.12       0.60       0.84       0.59       0.42       1.67     1.00
                   --------  --------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  -------
Less Distributions
  to Shareholders
  From:
  Net Investment
   Income            (0.51 )   (0.55 )    (0.62)     (0.68)     (0.70)     (0.71)     (0.71)     (0.69)     (0.75)   (0.70 )
  Net Capital
   Gains             (0.24 )   (0.12 )      -0-        -0-        -0-        -0-        -0-      (0.04)     (0.07)     -0-
                   --------  --------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  -------
Total
  Distributions to
  Shareholders       (0.75 )   (0.67 )    (0.62)     (0.68)     (0.70)     (0.71)     (0.71)     (0.73)     (0.82)   (0.70 )
                   --------  --------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  -------
Net Asset Value,
  End of Period    $ 11.45   $ 12.04   $  11.60   $  11.19   $  10.75   $  10.85   $  10.72   $  10.84   $  11.15   $10.30
                   --------  --------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  -------
                   --------  --------  ---------  ---------  ---------  ---------  ---------  ---------  ---------  -------
Total Return          1.35%     9.88%      9.47%     10.67%      5.65%      8.11%      5.64%      3.43%     16.05%   10.34%(b)
Ratios and
  Supplemental
  Data:
  Net Assets, End
   of Period (In
   Thousands)      $392,460  $485,013   $360,343   $239,709   $151,755   $133,638   $118,066   $137,944   $125,475  $55,731
  Ratios to
   Average Net
   Assets:
    Expenses          0.71%     0.74%      0.77%      0.78%      0.79%      0.80%      0.80%      0.80%      0.80%    0.80%(c)
    Net Investment
     Income           4.39%     4.64%      5.45%      6.12%      6.43%      6.62%      6.62%      6.17%      6.94%    7.46%(c)
    Decrease
     Reflected in
     the Above
     Expense Ratio
     due to
     Expense
    Reimbursements    --        0.01%      0.01%      0.02%      0.04%      0.06%      0.08%      0.05%      0.11%    0.48%(c)
  Portfolio
   Turnover           --       40.80%(a)    19.94%    16.39%     7.45%     10.19%     20.03%     51.77%     38.12%   79.25%

<FN>

(1) Commencement of Operations October 3, 1984.
(a)  1993 Portfolio Turnover reflects  the period September 1,  1992 to July 11,
    1993 and  has not  been annualized.  In July,  1993 the  Fund's  predecessor
    contributed all of its investable assets to The Tax Exempt Bond Portfolio.
(b) Not annualized.
(c) Annualized.
</TABLE>

<TABLE>
<CAPTION>
                        FOR THE                                      THE PIERPONT EQUITY FUND
                    SIX MONTHS ENDED                             FOR THE FISCAL YEAR ENDED MAY 31
                      NOVEMBER 30,    ---------------------------------------------------------------------------------------
                          1994           1994       1993      1992     1991     1990     1989     1988     1987     1986(1)
<S>                 <C>               <C>         <C>       <C>       <C>      <C>      <C>      <C>      <C>      <C>
                    ---------------------------------------------------------------------------------------------------------
                      (UNAUDITED)
Net Asset Value,
  Beginning of
  Period                $19.38        $19.30      $19.02    $ 18.21   $16.51   $14.54   $12.04   $14.23   $12.86   $10.00
                        ------        ----------  --------  --------  -------  -------  -------  -------  -------  ----------
Income From
  Investment
  Operations:
  Net Investment
   Income                 0.16          0.27        0.38       0.37     0.44     0.44     0.46     0.42     0.43     0.22
  Net Realized and
   Unrealized Gain
   (Loss) From
   Portfolio             (0.64)         1.32        1.35       2.13     1.90     2.20     2.49    (1.53)    1.55     2.84
                        ------        ----------  --------  --------  -------  -------  -------  -------  -------  ----------
Total From
  Investment
  Operations             (0.48)         1.59        1.73       2.50     2.34     2.64     2.95    (1.11)    1.98     3.06
                        ------        ----------  --------  --------  -------  -------  -------  -------  -------  ----------
Less Distributions
  to Shareholders
  From:
  Net Investment
   Income                (0.08)        (0.29)      (0.36)     (0.40)   (0.45)   (0.44)   (0.45)   (0.41)   (0.39)   (0.20)
  Net Capital Gains      (0.95)        (1.22)      (1.09)     (1.29)   (0.19)   (0.23)     -0-    (0.67)   (0.22)     -0-
                        ------        ----------  --------  --------  -------  -------  -------  -------  -------  ----------
Total Distributions
  to Shareholders        (1.03)        (1.51)      (1.45)     (1.69)   (0.64)   (0.67)   (0.45)   (1.08)   (0.61)   (0.20)
                        ------        ----------  --------  --------  -------  -------  -------  -------  -------  ----------
Net Asset Value,
  End of Period         $17.87        $19.38      $19.30    $ 19.02   $18.21   $16.51   $14.54   $12.04   $14.23   $12.86
                        ------        ----------  --------  --------  -------  -------  -------  -------  -------  ----------
                        ------        ----------  --------  --------  -------  -------  -------  -------  -------  ----------
Total Return             (2.54)%(a)     8.54%      10.02%     14.60%   14.81%   18.75%   25.12%   (8.08)%  16.03%   30.96%(a)
Ratios and
  Supplemental
  Data:
  Net Assets, End
   of Period (In
   Thousands)           $235,073        $231,306  $202,474  $109,246  $55,144  $40,032  $27,677  $24,970  $30,268     $13,628
  Ratios to Average
   Net Assets:
    Expenses              0.90%(b)      0.90%       0.90%      0.90%    0.91%    0.93%    1.00%    1.00%    0.99%    0.99%(b)
    Net Investment
     Income               1.73%(b)      1.43%       2.20%      2.16%    2.81%    2.97%    3.52%    3.26%    3.26%    3.90%(b)
    Decrease
     Reflected in
     the Above
     Expense Ratio
     due to Expense
     Reimbursements       0.01%(b)      0.03%       0.08%      0.19%    0.38%    0.41%    0.45%    0.34%    0.57%    2.14%(b)
  Portfolio
   Turnover                 --         10.00%(c)   59.61%     99.20%   43.26%   23.20%   17.76%   29.46%   32.31%   51.68%

<FN>

(1) Commencement of Operations June 27, 1985.
(a) Not annualized.
(b) Annualized.
(c) Portfolio Turnover reflects the period June 1, 1993 to July 18, 1993 and has
    not been annualized. In July, 1993 the Fund's predecessor contributed all of
    its investable assets to The Selected U.S. Equity Portfolio.
</TABLE>

                                                                               7
<PAGE>
<TABLE>
<CAPTION>
                                                       THE PIERPONT CAPITAL APPRECIATION FUND
<S>                  <C>                <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
                        FOR THE SIX                                FOR THE FISCAL YEAR ENDED MAY 31
                       MONTHS ENDED     ---------------------------------------------------------------------------------------
                     NOVEMBER 30, 1994    1994      1993      1992      1991      1990      1989      1988      1987    1986(1)

<CAPTION>
                     ----------------------------------------------------------------------------------------------------------
                        (UNAUDITED)
<S>                  <C>                <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
Net Asset Value,
  Beginning of
  Period                 $  21.40       $ 25.12   $ 20.03   $ 17.98   $ 18.68   $ 16.83    $12.91    $15.71    $14.34   $10.00
                          -------       --------  --------  --------  --------  --------  --------  --------  --------  -------
Income From
  Investment
  Operations:
  Net Investment
   Income (Loss)(a)          0.11          0.20     (0.01)    (0.04)    (0.02)    (0.03)    (0.03)    (0.02)      -0-     0.04
  Net Realized and
   Unrealized Gain
   (Loss) From
   Portfolio                (0.51)         0.19      5.10      2.09     (0.33)     1.88      3.95     (2.13)     1.56     4.33
                          -------       --------  --------  --------  --------  --------  --------  --------  --------  -------
Total From
  Investment
  Operations                (0.40)         0.39      5.09      2.05     (0.35)     1.85      3.92     (2.15)     1.56     4.37
                          -------       --------  --------  --------  --------  --------  --------  --------  --------  -------
Less Distributions
  to Shareholders
  From:
  Net Investment
   Income                   (0.08)        (0.09)      -0-       -0-       -0-       -0-       -0-       -0-     (0.02)   (0.03)
  Net Capital Gains         (0.76)        (4.02)      -0-       -0-     (0.35)      -0-       -0-     (0.65)    (0.17)     -0-
                          -------       --------  --------  --------  --------  --------  --------  --------  --------  -------
Total Distributions
  to Shareholders           (0.84)        (4.11)      -0-       -0-     (0.35)      -0-       -0-     (0.65)    (0.19)   (0.03)
                          -------       --------  --------  --------  --------  --------  --------  --------  --------  -------
Net Asset Value, End
  of Period              $  20.16       $ 21.40   $ 25.12   $ 20.03   $ 17.98   $ 18.68   $ 16.83   $ 12.91   $ 15.71   $14.34
                          -------       --------  --------  --------  --------  --------  --------  --------  --------  -------
                          -------       --------  --------  --------  --------  --------  --------  --------  --------  -------
Total Return                (1.81)%(b)     1.14%    25.41%    11.40%    (1.90)%   10.99%    30.36%   (14.25)%   10.83%   43.86%(b)
Ratios and
  Supplemental Data:
  Net Assets, End of
   Period (In
   Thousands)            $177,252       $204,445  $186,887   $97,548   $58,859   $47,921   $42,403   $30,866   $42,780  $21,207
  Ratios to Average
   Net Assets:
    Expenses                 0.90%(c)      0.90%     0.90%     0.90%     0.91%     0.93%     1.00%     1.00%     1.00%    0.99%(c)
    Net Investment
     Income (Loss)           1.02%(c)      0.75%    (0.06)%   (0.25)%   (0.15)%   (0.18)%   (0.23)%   (0.15)%   (0.01)%   0.74%(c)
    Decrease
     Reflected in
     the Above
     Expense Ratio
     due to Expense
     Reimbursements          0.22%(c)      0.20%     0.05%     0.13%     0.31%     0.32%     0.36%     0.31%     0.38%    1.54%(c)
  Portfolio Turnover           --         13.58%(d)   49.50%   58.33%   55.65%    65.77%    38.30%    77.99%    78.70%   47.69%

<FN>

(1) Commencement of Operations June 27, 1985.
(a)  Based on shares outstanding at the  beginning and end of each period except
    for the fiscal  year ended May  31, 1991, where  average shares  outstanding
    were used.
(b) Not annualized.
(c) Annualized.
(d)  Portfolio Turnover reflects the  period June 1, 1993,  to July 18, 1993 and
    has not been annualized.  In July, 1993  the Fund's predecessor  contributed
    all of its investable assets to The U.S. Small Company Portfolio.
</TABLE>
<TABLE>
<CAPTION>
                                                             THE PIERPONT INTERNATIONAL EQUITY FUND
<S>                                                 <C>         <C>         <C>         <C>        <C>
                                                              FOR THE FISCAL YEAR ENDED OCTOBER 31
                                                    --------------------------------------------------------
                                                      1994        1993        1992        1991      1990(1)

<CAPTION>
                                                    --------------------------------------------------------
<S>                                                 <C>         <C>         <C>         <C>        <C>
Net Asset Value, Beginning of Period                  $11.15       $8.58      $9.69       $9.33     $10.00
                                                    ---------   ---------   ---------   --------   ---------
Income From Investment Operations:
  Net Investment Income                                 0.05        0.01       0.04        0.11       0.05
  Net Realized and Unrealized Gain (Loss) From
   Portfolio                                            0.57        2.64      (1.11)       0.42      (0.72)
                                                    ---------   ---------   ---------   --------   ---------
Total From Investment Operations                        0.62        2.65      (1.07)       0.53      (0.67)
                                                    ---------   ---------   ---------   --------   ---------
Less Distributions to Shareholders From:
  Net Investment Income                                (0.04)      (0.08)     (0.04)      (0.05)       -0-
  Net Capital Gains                                    (0.23)        -0-        -0-       (0.12)       -0-
                                                    ---------   ---------   ---------   --------   ---------
Total Distributions to Shareholders                    (0.27)      (0.08)     (0.04)      (0.17)       -0-
                                                    ---------   ---------   ---------   --------   ---------
Net Asset Value, End of Period                        $11.50      $11.15      $8.58       $9.69      $9.33
                                                    ---------   ---------   ---------   --------   ---------
                                                    ---------   ---------   ---------   --------   ---------
Total Return                                            5.73%      31.18%    (11.08)%      5.89%     (6.70)%(b)
Ratios and Supplemental Data:
  Net Assets at End of Period (In Thousands)         $210,435    $182,822     $41,484    $27,426     $19,358
  Ratios to Average Net Assets:
    Expenses                                            1.38%       1.38%      1.38%       1.38%      1.36%(c)
    Net Investment Income                               0.46%       0.79%      1.03%       1.34%      1.49%(c)
    Decrease Reflected in the Above Expense Ratio
     due to Expense Reimbursements                      0.07%       0.13%      0.45%       0.66%      1.52%(c)
  Portfolio Turnover                                      --       34.15%(a)   30.12%     18.84%      0.00%

<FN>

(1) Commencement of Operations June 1, 1990.
(a) 1993 Portfolio Turnover reflects the period November 1, 1992 to October 3,
    1993 and has not been annualized. In October, 1993 the Fund's predecessor
    contributed all of its investable assets to The Non-U.S. Equity Portfolio.
(b) Not annualized.
(c) Annualized.
</TABLE>

8
<PAGE>

<TABLE>
<CAPTION>
                                                          THE PIERPONT EMERGING MARKETS
                                                                   EQUITY FUND

<S>                                                 <C>
                                                       FOR THE PERIOD NOVEMBER 15, 1993 TO
                                                               OCTOBER 31, 1994(1)
                                                    -----------------------------------------
Net Asset Value, Beginning of Period                                 $10.00
                                                    -----------------------
Income From Investment Operations:
  Net Investment Income                                                0.02
  Net Realized and Unrealized Gain From Portfolio                      2.41
                                                    -----------------------
    Total From Investment Operations                                   2.43
                                                    -----------------------
Net Asset Value, End of Period                                       $12.43
                                                    -----------------------
                                                    -----------------------
Total Return                                                          24.30%(a)
Ratios and Supplemental Data:
  Net Assets at End of Period (In Thousands)                        $53,431
  Ratios to Average Net Assets (Annualized):
    Expenses                                                           1.84%
    Net Investment Income                                              0.25%
    Decrease Reflected in Above Expense Ratio due
     to Expense Reimbursements                                         0.12%

<FN>

(1) Commencement of Operations November 15, 1993.
(a) Not annualized.
</TABLE>

<TABLE>
<CAPTION>
                                                          THE PIERPONT DIVERSIFIED FUND

<S>                                                 <C>
                                                       FOR THE PERIOD DECEMBER 15, 1993 TO
                                                                JUNE 30, 1994(1)
                                                    -----------------------------------------
Net Asset Value, Beginning of Period                                 $10.00
                                                    -----------------------
Income From Investment Operations:
  Net Investment Income                                                0.09
  Net Realized and Unrealized Gain (Loss) on
   Investments and Foreign Currency From Portfolio                    (0.27)
                                                    -----------------------
    Total From Investment Operations                                  (0.18)
                                                    -----------------------
Less Dividends to Shareholders From:
  Net Investment Income                                               (0.01)
                                                    -----------------------
Net Asset Value, End of Period                                        $9.81
                                                    -----------------------
                                                    -----------------------
Total Return                                                          (1.82%)(a)
Ratios and Supplemental Data:
  Net Assets at End of Period (In Thousands)                         $7,023
  Ratios to Average Net Assets (Annualized):
    Expenses                                                           0.98%
    Net Investment Income                                              2.80%
    Decrease Reflected in the Above Expense Ratio
     due to Fee Waivers and Expense Reimbursements                     1.52%

<FN>

(1) Commencement of Operations December 15, 1993.
(a) Not annaulized.
</TABLE>

                                                                               9
<PAGE>
SPECIAL INFORMATION CONCERNING HUB AND SPOKE-REGISTERED TRADEMARK-

   The  Trust and  the Portfolios use  certain proprietary  rights, know-how and
financial services referred to as  Hub and Spoke-Registered Trademark-. Hub  and
Spoke   is  a  registered   service  mark  of   Signature,  of  which  Signature
Broker-Dealer Services, Inc.,  the Trust's Administrator  and Distributor, is  a
wholly owned subsidiary.

   Unlike  other  mutual  funds  which directly  acquire  and  manage  their own
portfolio of securities, each of the Funds is an open-end management  investment
company  which seeks to achieve its investment objective by investing all of its
investable  assets  in  its  corresponding  Portfolio,  a  separate   registered
investment company with the same investment objective as its corresponding Fund.
The  investment objective of a Fund or a  Portfolio may be changed only with the
approval of  the  holders  of  the  outstanding shares  of  each  Fund  and  its
corresponding  Portfolio. The  use of  Hub and  Spoke has  been approved  by the
shareholders of  each Fund  or the  shareholders of  its respective  predecessor
entity.

   In  addition to  selling a beneficial  interest to a  Fund, the corresponding
Portfolio may sell beneficial interests  to other mutual funds or  institutional
investors.  Such investors will  invest in the  Portfolio on the  same terms and
conditions and  will bear  a proportionate  share of  the Portfolio's  expenses.
However, the other investors investing in the Portfolio may sell shares of their
own  fund  using a  different pricing  structure than  the Fund.  Such different
pricing structures may result in differences in returns experienced by investors
in other funds that  invest in the same  Portfolio. Such differences in  returns
are  not uncommon and  are present in other  mutual fund structures. Information
concerning other holders of  interests in each Portfolio  is available from  the
Administrator at (800) 847-9487.

   The  Trust may  withdraw the  investment of  any Fund  from its corresponding
Portfolio at any time if the Board  of Trustees of the Trust determines that  it
is in the best interests of a Fund to do so. Upon any such withdrawal, the Board
of  Trustees would consider what action might be taken, including the investment
of all the assets  of the Fund  in another pooled  investment entity having  the
same  investment objective and restrictions  as the Fund or  the retaining of an
investment adviser to manage the Fund's assets in accordance with the investment
policies described below with respect to its corresponding Portfolio.

   Certain  changes  in   a  Portfolio's  investment   objective,  policies   or
restrictions,  or a failure by a Fund's  shareholders to approve a change in the
corresponding Portfolio's  investment  objective or  restrictions,  may  require
withdrawal  of that Fund's interest in that Portfolio. Any such withdrawal could
result in a distribution in kind of  portfolio securities (as opposed to a  cash
distribution)  which may or  may not be readily  marketable from that Portfolio.
The distribution  in kind  may result  in that  Fund having  a less  diversified
portfolio  of investments or adversely affect the Fund's liquidity and that Fund
could incur brokerage,  tax or  other charges  in converting  the securities  to
cash.  Notwithstanding the above, there are  other means for meeting shareholder
redemption requests, such as borrowing.

   Smaller funds investing  in a  Portfolio may  be materially  affected by  the
actions  of larger funds  investing in that  Portfolio. For example,  if a large
fund withdraws from a Portfolio, the remaining funds may subsequently experience
higher  pro   rata  operating   expenses,  thereby   producing  lower   returns.
Additionally,  because that Portfolio  would become smaller,  it may become less
diversified, resulting in potentially  increased portfolio risk (however,  these
possibilities  also exist for traditionally structured funds which have large or
institutional investors  who may  withdraw  from a  fund).  Also, funds  with  a
greater pro rata ownership in a Portfolio could have effective voting control of
the  operations of a Portfolio. Whenever a  Fund is requested to vote on matters
pertaining to  its corresponding  Portfolio (other  than  a vote  by a  Fund  to
continue  the operation  of its corresponding  Portfolio upon  the withdrawal of
another  investor  in  the  Portfolio),  the  Trust  will  hold  a  meeting   of
shareholders  of the  Fund and  will cast  all of  its votes  proportionately as
instructed by the Fund's  shareholders. The Trust will  vote the shares held  by
Fund  shareholders who do not give voting instructions in the same proportion as
the shares of Fund shareholders who do give voting instructions. Shareholders of
the Fund who do not vote will have no effect on the outcome of such matters.

   For more information about a  Portfolio's investment objective, policies  and
restrictions,  see  Investment  Objectives and  Policies,  Additional Investment
Information and Risk Factors and  Investment Restrictions. For more  information
about a Portfolio's management and expenses, see Management of the Trust and the
Portfolios.  For  more  information  about  changing  the  investment objective,
policies and restrictions of a Fund or Portfolio, see Investment Restrictions.

10
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES

   The investment objective of each of the Funds included in this Prospectus  is
described below, together with the policies it employs in its efforts to achieve
this  objective.  As  noted  above,  each of  the  Funds  seeks  to  achieve its
investment  objective  by  investing  all  of  its  investable  assets  in   its
corresponding  Portfolio,  which  has  the  same  investment  objective  as  its
corresponding Fund.  Since  the investment  characteristics  of each  Fund  will
correspond  directly with those of its  Portfolio, the following is a discussion
of the various investments and investment policies of each Portfolio. Additional
information about  the investment  policies  of each  Portfolio appears  in  the
Statement  of Additional  Information under Investment  Objectives and Policies.
There can be  no assurance that  the investment  objective of each  Fund or  its
corresponding Portfolio will be achieved.

                         THE PIERPONT MONEY MARKET FUND

   The  Pierpont Money Market Fund's investment objective is to maximize current
income and  maintain  a  high level  of  liquidity.  The Fund  is  designed  for
investors  who seek to preserve capital and earn current income from a portfolio
of high  quality money  market instruments.  The Fund  attempts to  achieve  its
objective  by  investing  all  of  its investable  assets  in  The  Money Market
Portfolio, an open-end management investment company having the same  investment
objective as the Fund.

   The  Portfolio seeks  to achieve  its investment  objective by  maintaining a
dollar-weighted average  portfolio maturity  of not  more than  90 days  and  by
investing in the following high quality U.S. dollar-denominated securities which
have  effective maturities  of not  more than  thirteen months.  The Portfolio's
ability to  achieve maximum  current  income is  affected  by its  high  quality
standards (discussed below).

   U.  S. GOVERNMENT OBLIGATIONS. The Portfolio may invest in obligations issued
or guaranteed by the U.S. Government and backed by the full faith and credit  of
the  United States. These securities include Treasury securities, obligations of
the Government National  Mortgage Association, the  Farmers Home  Administration
and  the Export Import Bank. The Portfolio may also invest in obligations issued
or guaranteed  by  U.S.  Government  agencies  or  instrumentalities  where  the
Portfolio  must  look  principally to  the  issuing or  guaranteeing  agency for
ultimate repayment; some examples of agencies or instrumentalities issuing these
obligations are the Federal Farm Credit System, the Federal Home Loan Banks  and
the Federal National Mortgage Association.

   BANK   OBLIGATIONS.   The  Portfolio   may  invest   in  high   quality  U.S.
dollar-denominated  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
U.S.  federal or state law,  (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  Portfolio 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). These obligations may be supported by appropriated but
unpaid  commitments of their  member countries, and there  is no assurance these
commitments will be undertaken or met in the future.

   COMMERCIAL PAPER; BONDS. The Portfolio may invest in high quality  commercial
paper  and corporate bonds  issued by U.S. corporations.  The Portfolio may also
invest in bonds  and commercial paper  of foreign issuers  if the obligation  is
U.S. dollar-denominated and is not subject to foreign withholding tax.

   ASSET-BACKED   SECURITIES.  The  Portfolio  may  also  invest  in  securities
generally referred to as asset-backed  securities, which directly or  indirectly
represent  a participation interest  in, or are  secured by and  payable from, a
stream of  payments generated  by particular  assets such  as motor  vehicle  or
credit  card receivables. Asset-backed securities provide periodic payments that
generally consist of  both interest  and principal  payments. Consequently,  the
life  of an asset-backed  security varies with the  prepayment experience of the
underlying debt instruments.

   QUALITY INFORMATION.  The  Portfolio  will limit  its  investments  to  those
securities which, in accordance with guidelines adopted by the Trustees, present
minimal  credit risks. In addition, the Portfolio will not purchase any security
(other than a U.S. Government security) unless (i) it is rated with the  highest
rating  assigned  to  short-term  debt securities  by  at  least  two nationally
recognized statistical rating organizations  such as Moody's Investors  Service,
Inc.  ("Moody's") and Standard & Poor's  Corporation ("Standard & Poor's"), (ii)
it is rated by only one agency with the highest such rating, or (iii) it is  not
rated  and  is  determined  to  be  of  comparable  quality.  Determinations  of
comparable quality shall be made

                                                                              11
<PAGE>
in accordance with procedures established by  the Trustees. For a more  detailed
discussion  of applicable  quality requirements,  see Investment  Objectives and
Policies in the  Statement of  Additional Information. These  standards must  be
satisfied  at the time an  investment is made. If  the quality of the investment
later declines  below the  quality required  for purchase,  the Portfolio  shall
dispose  of the investment, subject in certain circumstances to a finding by the
Trustees that disposing of the investment  would not be in the Portfolio's  best
interest.

   The  Portfolio  may also  invest in  securities on  a when-issued  or delayed
delivery basis and  in certain  privately placed securities.  The Portfolio  may
also  enter  into  repurchase and  reverse  repurchase agreements  and  loan its
portfolio securities.  For  a  discussion  of these  investments  and  for  more
information  on foreign  investments, see Additional  Investment Information and
Risk Factors.

                            THE PIERPONT TAX EXEMPT
                               MONEY MARKET FUND

   The Pierpont  Tax  Exempt Money  Market  Fund's investment  objective  is  to
provide  a high level of  current income that is  exempt from federal income tax
and maintain a high level of liquidity.  The Fund is designed for investors  who
seek  current income  exempt from federal  income tax, stability  of capital and
liquidity. See Taxes. The  Fund attempts to achieve  its objective by  investing
all  of  its investable  assets in  The  Tax Exempt  Money Market  Portfolio, an
open-end management investment company having  the same investment objective  as
the Fund.

   The  Portfolio  attempts to  achieve  its investment  objective  by investing
primarily in the following municipal securities which earn interest exempt  from
federal  income tax in the opinion of bond counsel for the issuer and which have
effective maturities  not greater  than  thirteen months  and by  maintaining  a
dollar-weighted  average portfolio  maturity of  not more  than 90  days. During
normal market conditions,  the Portfolio  will invest at  least 80%  of its  net
assets in tax exempt obligations. Interest on these securities may be subject to
state  and local  taxes. For  more detailed  information regarding  tax matters,
including the applicability of the alternative minimum tax, see Taxes.

   MUNICIPAL BONDS. The Portfolio may invest in bonds issued by or on behalf  of
states,  territories and  possessions of the  United States and  the District of
Columbia  and   their   political  subdivisions,   agencies,   authorities   and
instrumentalities.  These obligations may be general obligation bonds secured by
the issuer's pledge of its full faith,  credit and taxing power for the  payment
of  principal and interest, or  they may be revenue  bonds payable from specific
revenue sources, but not  generally backed by the  issuer's taxing power.  These
include  industrial development bonds where payment is the responsibility of the
private industrial user of the facility financed by the bonds. The Portfolio may
invest more than 25% of its assets in industrial development bonds, but may  not
invest more than 25% of its assets in these bonds in projects of similar type or
in the same state.

   MUNICIPAL  NOTES. The Portfolio may also invest in municipal notes of various
types, including notes issued in anticipation of receipt of taxes, the  proceeds
of  the sale of  bonds, other revenues  or grant proceeds,  as well as municipal
commercial paper and municipal demand  obligations such as variable rate  demand
notes  and master demand obligations. The  interest rate on variable rate demand
notes is adjustable  at periodic  intervals as  specified in  the notes.  Master
demand  obligations permit the investment of fluctuating amounts at periodically
adjusted interest rates. They are  governed by agreements between the  municipal
issuer  and  Morgan Guaranty  acting as  agent,  for no  additional fee,  in its
capacity as  Advisor  to the  Portfolio  and  as fiduciary  for  other  clients.
Although  master demand  obligations are  not marketable  to third  parties, the
Portfolio considers them to be liquid because they are payable on demand.  There
is  no specific percentage limitation on these investments. For more information
about municipal notes, see Investment  Objectives and Policies in the  Statement
of Additional Information.

   QUALITY  INFORMATION.  The  Portfolio  will limit  its  investments  to those
securities which, in accordance with guidelines adopted by the Trustees, present
minimal credit risks. In addition, the Portfolio will not purchase any municipal
obligation unless (i) it is rated with the highest rating assigned to short-term
debt securities (or, in the case of New York State municipal notes, with one  of
the  two highest ratings assigned to short-term debt securities) by at least two
nationally recognized  statistical  rating  organizations such  as  Moody's  and
Standard  & Poor's,  (ii) it is  rated by only  one agency with  such rating, or
(iii)  it  is  not  rated  and  is  determined  to  be  of  comparable  quality.
Determinations of comparable quality shall be made in accordance with procedures
established  by  the  Trustees. For  a  more detailed  discussion  of applicable
quality requirements, see Investment Objectives and Policies in the Statement of
Additional Information.  These  standards  must  be satisfied  at  the  time  an
investment  is made. If the  quality of the investment  later declines below the
quality required for purchase,  the Portfolio shall  dispose of the  investment,
subject in certain circumstances to a

12
<PAGE>
finding  by the Trustees  that disposing of  the investment would  not be in the
Portfolio's best interest. The credit quality of variable rate demand notes  and
other  municipal obligations is frequently enhanced by various arrangements with
domestic  or  foreign  financial  institutions,  such  as  letters  of   credit,
guarantees  and insurance, and these arrangements are considered when investment
quality is evaluated.

   The Portfolio may also invest up to 20%  of the value of its total assets  in
taxable securities and may purchase municipal obligations together with puts. In
addition,  the Portfolio may purchase municipal  obligations on a when-issued or
delayed delivery basis, enter into repurchase and reverse repurchase agreements,
loan its portfolio securities and purchase synthetic variable rate  instruments.
For  a discussion of  these transactions, see  Additional Investment Information
and Risk Factors.

                             THE PIERPONT TREASURY
                               MONEY MARKET FUND

   The Pierpont Treasury Money Market Fund's investment objective is to  provide
current  income, maintain a  high level of liquidity,  and preserve capital. The
Fund attempts  to achieve  its  investment objective  by  investing all  of  its
investable assets in The Treasury Money Market Portfolio, an open-end management
investment company having the same investment objective as the Fund.

   The  Portfolio  seeks to  achieve its  investment  objective by  investing in
direct obligations of  the U.S.  Treasury and engaging  in repurchase  agreement
transactions  with  respect  to  those obligations.  The  Portfolio  maintains a
dollar-weighted average portfolio maturity of not more than 90 days and  invests
in  the following  securities which have  effective maturities of  not more than
thirteen months.

   TREASURY SECURITIES. The Portfolio will invest in 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  ("Treasury  Securities").  Each such
obligation must have a remaining maturity of thirteen months or less at the time
of purchase by the Portfolio. Treasury Bills have initial maturities of one year
or less;  Treasury  Notes have  initial  maturities of  one  to ten  years;  and
Treasury  Bonds generally have initial maturities of greater than ten years. The
Portfolio will not invest in U.S. Government agency obligations.

   Obligations of the U.S. Treasury are guaranteed by the U.S. Government as  to
the  timely payment  of principal  and interest,  but the  market value  of such
obligations is not guaranteed and  may rise and fall  in response to changes  in
interest  rates.  Neither  the shares  of  the  Fund nor  the  interests  in the
Portfolio are guaranteed or insured by the U.S. Government.

   The Portfolio  also may  purchase  Treasury Securities  on a  when-issued  or
delayed  delivery  basis and  may engage  in  repurchase and  reverse repurchase
agreement transactions involving Treasury Securities. For a discussion of  these
transactions, see Additional Investment Information and Risk Factors.

                       THE PIERPONT SHORT TERM BOND FUND

   The Pierpont Short Term Bond Fund's investment objective is to provide a high
total  return while  attempting to  limit the  likelihood of  negative quarterly
returns. Total  return  will consist  of  income plus  realized  and  unrealized
capital  gains and losses. The  Fund seeks to achieve  this high total return to
the extent  consistent  with modest  risk  of  capital and  the  maintenance  of
liquidity.  The Fund attempts  to achieve its  investment objective by investing
all of  its investable  assets in  The Short  Term Bond  Portfolio, an  open-end
management investment company having the same investment objective as the Fund.

   The  Pierpont Short  Term Bond  Fund is  designed for  investors who  place a
strong emphasis on conservation  of capital but who  also want a return  greater
than that of a money market fund and other very low risk investment vehicles. It
is  appropriate for  investors who  do not  require the  stable net  asset value
typical of  a money  market fund  but do  want less  price fluctuation  than  is
typical of a longer-term bond fund.

   The  Advisor  actively manages  the Portfolio's  duration, the  allocation of
securities across market sectors and the selection of securities within sectors.
Based on fundamental, economic and capital markets research, the Advisor adjusts
the duration  of the  Portfolio in  accordance with  the Advisor's  outlook  for
interest rates. The Advisor also actively allocates the Portfolio's assets among
the broad sectors of the fixed income market including, but not limited to, U.S.
Government  and  agency  securities, corporate  securities,  private placements,
asset-backed and  mortgage-related  securities. Specific  securities  which  the
Advisor  believes are undervalued  are selected for  purchase within the sectors
using advanced quantitative tools, analysis of  credit risk, the expertise of  a
dedicated  trading desk, and the judgment of fixed income portfolio managers and
analysts.

   The Advisor also seeks to limit the likelihood of negative quarterly  returns
by balancing the Portfo-

                                                                              13
<PAGE>
lio's  level of  income with the  possibility of capital  losses. This balancing
effort helps determine the Portfolio's duration.

   Duration is a measure of the weighted  average maturity of the bonds held  in
the Portfolio and can be used as a measure of the sensitivity of the Portfolio's
market  value to changes in interest  rates. Under normal market conditions, the
Portfolio's duration will range between one  and three years. The maturities  of
the individual securities in the Portfolio may vary widely, however.

   The  Portfolio intends  to manage  its portfolio  actively in  pursuit of its
investment objective.  Portfolio  transactions  are  undertaken  principally  to
accomplish  the Portfolio's objective  in relation to  expected movements in the
general level of interest rates, but the Portfolio may also engage in short-term
trading consistent with its  objective. To the extent  the Portfolio engages  in
short-term trading, it may incur increased transaction costs. See Taxes below.

   CORPORATE  BONDS, ETC.  The Portfolio  may invest  in a  broad range  of debt
securities of domestic  and foreign  issuers. These include  debt securities  of
various  types  and maturities,  e.g.,  debentures, notes,  mortgage securities,
equipment trust certificates and other collateralized securities and zero coupon
securities. Collateralized securities  are backed by  a pool of  assets such  as
loans  or receivables which generate cash flow  to cover the payments due on the
securities. Collateralized securities are subject to certain risks, including  a
decline  in the  value of  the collateral backing  the security,  failure of the
collateral to generate the anticipated cash flow or in certain cases more  rapid
prepayment  because  of events  affecting  the collateral,  such  as accelerated
prepayment of mortgages or other  loans backing these securities or  destruction
of  equipment subject to equipment trust certificates.  In the event of any such
prepayment  the  Portfolio  will  be  required  to  reinvest  the  proceeds   of
prepayments  at interest rates prevailing at the time of reinvestment, which may
be lower. In  addition, the value  of zero  coupon securities which  do not  pay
interest is more volatile than that of interest bearing debt securities with the
same  maturity. The Portfolio does not intend  to invest in common stock but may
invest to a limited extent in convertible debt or preferred stock. The Portfolio
does not expect to invest more than  25% of its assets in securities of  foreign
issuers.  If the Portfolio invests in non-U.S. dollar-denominated securities, it
hedges the  foreign  currency exposure  into  the U.S.  dollar.  See  Additional
Investment  Information  and Risk  Factors  for further  information  on foreign
investments and convertible securities.

   GOVERNMENT OBLIGATIONS, ETC. The Portfolio  may invest in obligations  issued
or  guaranteed by the U.S. Government and backed by the full faith and credit of
the United States. These securities include Treasury securities, obligations  of
the  Government National Mortgage Association ("GNMA Certificates"), the Farmers
Home  Administration  and  the  Export   Import  Bank.  GNMA  Certificates   are
mortgage-backed  securities  which evidence  an  undivided interest  in mortgage
pools. These securities are  subject to more rapid  repayment than their  stated
maturity  would indicate  because prepayments of  principal on  mortgages in the
pool are  passed through  to the  holder of  the securities.  During periods  of
declining  interest rates, prepayments of mortgages  in the pool can be expected
to increase. The  pass-through of  these prepayments  would have  the effect  of
reducing  the  Portfolio's  positions  in  these  securities  and  requiring the
Portfolio to reinvest the prepayments at  interest rates prevailing at the  time
of  reinvestment.  The  Portfolio  may  also  invest  in  obligations  issued or
guaranteed by U.S. Government agencies or instrumentalities where the  Portfolio
must  look  principally  to  the issuing  or  guaranteeing  agency  for ultimate
repayment;  some  examples  of  agencies  or  instrumentalities  issuing   these
obligations  are the Federal Farm Credit System, the Federal Home Loan Banks and
the Federal National Mortgage  Association. Although these governmental  issuers
are  responsible for payments on their  obligations, they do not guarantee their
market value. The Portfolio may also  invest in municipal obligations which  may
be  general  obligations of  the issuer  or payable  only from  specific revenue
sources. However, the Portfolio will  invest only in municipal obligations  that
have  been issued on a  taxable basis or have  an attractive yield excluding tax
considerations. In  addition, the  Portfolio may  invest in  debt securities  of
foreign   governments  and  governmental  entities.  See  Additional  Investment
Information and Risk Factors for further information on foreign investments.

   MONEY MARKET INVESTMENTS.  The Portfolio  may invest  in the  types of  money
market  instruments in which The Pierpont  Money Market Fund may invest, subject
to the quality requirements  of The Pierpont Short  Term Bond Fund. See  Quality
Information  below and Money  Market Instruments in  the Statement of Additional
Information. Under  normal  circumstances,  the Portfolio  will  purchase  these
securities  to invest temporary  cash balances or to  maintain liquidity to meet
withdrawals. However, the Portfolio may also invest in money market  instruments
as  a temporary defensive  measure taken during, or  in anticipation of, adverse
market conditions.

14
<PAGE>
   QUALITY INFORMATION. Under normal  market circumstances at  least 80% of  the
Portfolio's total assets will consist of debt securities that are rated at least
A  by Moody's  or Standard  & Poor's or  that are  unrated and  in the Advisor's
opinion are of  comparable quality.  In the  case of  the remaining  20% of  the
Portfolio's  investments, the  Portfolio may  purchase debt  securities that are
rated Baa or  better by Moody's  or BBB or  better by Standard  & Poor's or  are
unrated  and in the Advisor's opinion are of comparable quality. Securities that
are rated Baa by Moody's or BBB  by Standard & Poor's are considered  investment
grade,  but  have  some  speculative characteristics.  These  standards  must be
satisfied at the time an  investment is made. If  the quality of the  investment
later  declines, the Portfolio may continue to hold the investment. See Appendix
A in the Statement  of Additional Information for  more detailed information  on
these ratings.

   The  Portfolio  may also  purchase obligations  on  a when-issued  or delayed
delivery basis, enter  into repurchase and  reverse repurchase agreements,  loan
its portfolio securities, purchase certain privately placed securities and enter
into  certain hedging  transactions that may  involve options  on securities and
securities indexes, futures contracts  and options on  futures contracts. For  a
discussion  of  these  investments  and  investment  techniques,  see Additional
Investment Information and Risk Factors.

                             THE PIERPONT BOND FUND

   The Pierpont Bond  Fund's investment  objective is  to provide  a high  total
return  consistent with moderate  risk of capital  and maintenance of liquidity.
Total return will consist of income  plus realized and unrealized capital  gains
and  losses. Although the net  asset value of the  Fund will fluctuate, the Fund
attempts to preserve the value of its investments to the extent consistent  with
its  objective. The Fund attempts  to achieve its objective  by investing all of
its investable assets in The U.S. Fixed Income Portfolio, an open-end management
investment company having the same investment objective as the Fund.

   The Pierpont Bond Fund is designed for investors who seek a total return over
time  that  is  higher  than  that  generally  available  from  a  portfolio  of
shorter-term  obligations  while recognizing  the  greater price  fluctuation of
longer-term instruments. It  may also be  a convenient way  to add fixed  income
exposure to diversify an existing portfolio.

   The  Advisor  actively manages  the Portfolio's  duration, the  allocation of
securities across  market  sectors, and  the  selection of  specific  securities
within sectors. Based on fundamental, economic and capital markets research, the
Advisor  adjusts the duration of the Portfolio in light of market conditions and
the Advisor's interest rate outlook. For example, if interest rates are expected
to fall,  the duration  may be  lengthened  to take  advantage of  the  expected
associated  increase in  bond prices.  The Advisor  also actively  allocates the
Portfolio's assets among the broad sectors of the fixed income market including,
but not limited to, U.S. Government and agency securities, corporate securities,
private  placements,  asset-backed  and  mortgage-related  securities.  Specific
securities  which the Advisor believes are undervalued are selected for purchase
within the sectors using advanced  quantitative tools, analysis of credit  risk,
the  expertise of  a dedicated  trading desk, and  the judgment  of fixed income
portfolio managers and analysts. Under normal circumstances, the Advisor intends
to keep  the Portfolio  essentially fully  invested  with at  least 65%  of  the
Portfolio's assets invested in bonds.

   Duration  is a measure of the weighted  average maturity of the bonds held in
the Portfolio and can be used as a measure of the sensitivity of the Portfolio's
market value to changes  in interest rates. Under  normal market conditions  the
Portfolio's  duration will  range between one  year shorter and  one year longer
than the  duration  of the  U.S.  investment  grade fixed  income  universe,  as
represented  by  the Salomon  Brothers Broad  Investment  Grade Bond  Index, the
Portfolio's benchmark. Currently,  the benchmark's duration  is approximately  5
years.  The maturities  of the individual  securities in the  Portfolio may vary
widely, however.

   Since the Portfolio  has a longer  duration than that  of The Pierpont  Short
Term Bond Fund, over the long term its total return generally can be expected to
be  higher and its net  asset value less stable than  that of The Pierpont Short
Term Bond Fund.

   The Portfolio intends  to manage  its portfolio  actively in  pursuit of  its
investment  objective.  Portfolio  transactions  are  undertaken  principally to
accomplish the Portfolio's objective  in relation to  expected movements in  the
general level of interest rates, but the Portfolio may also engage in short-term
trading  consistent with its objective.  See Financial Highlights for historical
portfolio turnover  information on  the Fund's  predecessor. To  the extent  the
Portfolio  engages  in short-term  trading, it  may incur  increased transaction
costs. See Taxes below.

   CORPORATE BONDS,  ETC.  The  Portfolio  may  invest  in  the  corporate  debt
obligations permitted for The Pierpont Short Term Bond Fund.

   GOVERNMENT  OBLIGATIONS, ETC. The Portfolio may invest in the government debt
obligations permitted for The Pierpont Short Term Bond Fund.

                                                                              15
<PAGE>
   MONEY MARKET INSTRUMENTS.  The Portfolio  may invest  in the  types of  money
market  instruments in which The Pierpont  Money Market Fund may invest, subject
to the quality requirements of The  Pierpont Bond Fund. See Quality  Information
below  and Money Market Instruments in  the Statement of Additional Information.
Under normal  circumstances, the  Portfolio will  purchase these  securities  to
invest  temporary cash  balances or to  maintain liquidity  to meet withdrawals.
However, the  Portfolio  may  also  invest in  money  market  instruments  as  a
temporary  defensive measure taken during, or in anticipation of, adverse market
conditions.

   QUALITY INFORMATION.  It is  a current  policy of  the Portfolio  that  under
normal circumstances at least 65% of its total assets will consist of securities
that  are rated at least A  by Moody's or Standard &  Poor's or that are unrated
and in the Advisor's opinion  are of comparable quality. In  the case of 30%  of
the Portfolio's investments, the Portfolio may purchase debt securities that are
rated  Baa or better  by Moody's or  BBB or better  by Standard &  Poor's or are
unrated and in the Advisor's opinion are of comparable quality. The remaining 5%
of the Portfolio's assets may be invested  in debt securities that are rated  Ba
or  better by Moody's or BB or better by Standard & Poor's or are unrated and in
the Advisor's opinion are of comparable quality. Securities rated Baa by Moody's
or BBB  by Standard  & Poor's  are considered  investment grade,  but have  some
speculative  characteristics. Securities rated Ba by Moody's or BB by Standard &
Poor's are below investment grade and  considered to be speculative with  regard
to  payment of interest and principal. These  standards must be satisfied at the
time an investment is made. If the quality of the investment later declines, the
Portfolio may continue to hold the  investment. See Appendix A in the  Statement
of Additional Information for more detailed information on these ratings.

   The  Portfolio  may also  purchase obligations  on  a when-issued  or delayed
delivery basis, enter  into repurchase and  reverse repurchase agreements,  loan
its portfolio securities, purchase certain privately placed securities and enter
into  certain hedging  transactions that may  involve options  on securities and
securities indexes, futures contracts  and options on  futures contracts. For  a
discussion  of  these  investments  and  investment  techniques,  see Additional
Investment Information and Risk Factors.

                       THE PIERPONT TAX EXEMPT BOND FUND

   The Pierpont Tax Exempt Bond Fund's investment objective is to provide a high
level of current income exempt from federal income tax consistent with  moderate
risk  of capital and maintenance  of liquidity. See Taxes.  The Fund attempts to
achieve its investment objective  by investing all of  its investable assets  in
The  Tax Exempt Bond Portfolio, an open-end management investment company having
the same investment objective as the Fund.

   The Fund is designed  for investors who seek  tax exempt yields greater  than
those  generally available from a portfolio of short term tax exempt obligations
and who  are willing  to  incur the  greater  price fluctuation  of  longer-term
instruments.

   The  Portfolio  attempts to  achieve  its investment  objective  by investing
primarily in municipal securities  of the types permitted  for The Pierpont  Tax
Exempt  Money Market Fund which earn interest  exempt from federal income tax in
the opinion of bond counsel for the issuer. During normal market conditions, the
Portfolio will invest at least 80% of its net assets in tax exempt  obligations.
Interest  on these securities may be subject  to state and local taxes. For more
detailed information regarding tax matters,  including the applicability of  the
alternative minimum tax, see Taxes.

   The Advisor believes that based upon current market conditions, the Portfolio
will  consist of  a portfolio  of securities  with a  duration of  four to seven
years. In view of the duration of the Portfolio, under normal market conditions,
the Fund's yield  can be  expected to  be higher and  its net  asset value  less
stable  than those of The  Pierpont Tax Exempt Money  Market Fund. Duration is a
measure of the weighted average maturity of the bonds held in the Portfolio  and
can  be used as a measure of the  sensitivity of the Portfolio's market value to
changes in interest rates.  The maturities of the  individual securities in  the
Portfolio  may  vary widely,  however, as  the  Advisor adjusts  the Portfolio's
holdings of long-term and short-term  debt securities to reflect its  assessment
of  prospective changes  in interest rates,  which may  adversely affect current
income.

   The Portfolio intends  to manage  its portfolio  actively in  pursuit of  its
investment objective. See Financial Highlights for historical portfolio turnover
information  on the  Fund's predecessor.  Portfolio transactions  are undertaken
principally to  accomplish the  Portfolio's objective  in relation  to  expected
movements  in the general  level of interest  rates, but the  Portfolio may also
engage in short-term trading  consistent with its objective.  To the extent  the
Portfolio  engages  in short-term  trading, it  may incur  increased transaction
costs. See Taxes below.

   The value of Portfolio's investments will generally fluctuate inversely  with
changes  in prevailing interest rates. The  value of the Portfolio's investments
will also be affected by changes in the

16
<PAGE>
creditworthiness of  issuers  and other  market  factors. The  quality  criteria
applied  in  the  selection of  portfolio  securities are  intended  to minimize
adverse price changes due to credit considerations. The value of the Portfolio's
municipal securities  can also  be affected  by market  reaction to  legislative
consideration  of various tax reform proposals.  Although the net asset value of
Portfolio fluctuates,  the  Portfolio attempts  to  preserve the  value  of  its
investments to the extent consistent with its objective.

   MUNICIPAL  BONDS. The municipal securities in  which the Portfolio may invest
include municipal bonds of the types permitted for The Pierpont Tax Exempt Money
Market Fund. The Portfolio may invest more than 25% of its assets in  industrial
development  bonds, but may not invest more than 25% of its assets in industrial
development bonds in projects of similar type or in the same state.

   MONEY MARKET INSTRUMENTS. The Portfolio may invest in the types of short term
municipal obligations in  which The Pierpont  Tax Exempt Money  Market Fund  may
invest.  These obligations  will meet  the quality  requirements described below
except that short-term municipal  obligations of New York  State issuers may  be
rated MIG-2 by Moody's or SP-2 by Standard & Poor's. Under normal circumstances,
the  Portfolio will purchase these securities  to invest temporary cash balances
or to maintain liquidity  to meet withdrawals. However,  the Portfolio may  also
invest  in  money  market instruments  as  a temporary  defensive  measure taken
during, or in anticipation of, adverse market conditions.

   QUALITY INFORMATION. The Portfolio will not purchase any municipal obligation
unless it is rated at least A, MIG-1 or  Prime-1 by Moody's or A, SP-1 or A1  by
Standard  & Poor's (except for short-term  obligations of New York State issuers
as described above)  or it  is unrated  and in the  Advisor's opinion  it is  of
comparable  quality. These standards must be satisfied at the time an investment
is made. If  the quality  of the investment  later declines,  the Portfolio  may
continue to hold the investment.

   In  certain circumstances,  the Portfolio  may also invest  up to  20% of the
value of its total assets in taxable securities. In addition, the Portfolio  may
purchase  municipal obligations together  with puts, municipal  obligations on a
when-issued or  delayed  delivery  basis,  enter  into  repurchase  and  reverse
repurchase  agreements, purchase  synthetic variable rate  instruments, loan its
portfolio securities and  purchase certain  privately placed  securities. For  a
discussion of these transactions, see Additional Investment Information and Risk
Factors.

                            THE PIERPONT EQUITY FUND

   The  Pierpont Equity Fund's  investment objective is to  provide a high total
return from a portfolio of selected equity securities. Total return will consist
of realized  and unrealized  capital  gains and  losses  plus income.  The  Fund
attempts  to achieve its investment objective by investing all of its investable
assets in The Selected U.S. Equity Portfolio, an open-end management  investment
company  having the same investment objective as the Fund. The Portfolio invests
primarily in the common stock of large and medium sized U.S. corporations.

   The Pierpont  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 Advisor seeks to enhance the Portfolio's total return relative to that of
the  universe of large and medium sized U.S. companies, typically represented by
the S&P 500 Index, through fundamental analysis, systematic stock valuation  and
disciplined  portfolio construction. Based on internal fundamental research, the
Advisor uses a dividend discount model to rank companies within economic sectors
according to their relative  value. From the universe  of securities this  model
shows  as undervalued, the Advisor  selects stocks for the  Portfolio based on a
variety of criteria including the  company's managerial strength, prospects  for
growth  and competitive position. The Advisor  may modestly under or over-weight
selected economic sectors against the S&P 500 Index's sector weightings to  seek
to  enhance the Portfolio's total return or reduce the fluctuation in its market
value relative to the Index.

   The Portfolio intends  to manage  its portfolio  actively in  pursuit of  its
investment  objective. The  Portfolio does not  intend to  respond to short-term
market fluctuations  or to  acquire  securities for  the purpose  of  short-term
trading; however, it may take advantage of short-term trading opportunities that
are  consistent  with its  objective.  See Financial  Highlights  for historical
portfolio turnover  information on  the Fund's  predecessor. To  the extent  the
Portfolio  engages  in short-term  trading, it  may incur  increased transaction
costs. See Taxes below.

   EQUITY INVESTMENTS. During ordinary market conditions, the Advisor intends to
keep the  Portfolio  essentially  fully  invested  with  at  least  65%  of  the
Portfolio's net assets invested in equity securities consisting of common stocks
and  other  securities with  equity  characteristics such  as  preferred stocks,
warrants, rights  and convertible  securities.  The Portfolio's  primary  equity
investments  are the common  stocks of large and  medium sized U.S. corporations

                                                                              17
<PAGE>
and, to a limited extent, similar securities of foreign corporations. The common
stock in which the Portfolio may invest  includes the common stock of any  class
or  series or any similar equity interest,  such as trust or limited partnership
interests. These equity investments may or may not pay dividends and may or  may
not  carry  voting  rights. The  Portfolio  invests  in securities  listed  on a
securities exchange or traded in an  over-the-counter market, and may invest  in
certain restricted or unlisted securities.

   FOREIGN INVESTMENTS. The Portfolio may invest in equity securities of foreign
corporations.  However, the Portfolio does not expect to invest more than 30% of
its assets at the time of purchase in securities of foreign issuers, nor does it
expect more than  10% to be  in securities of  foreign issuers not  listed on  a
national  securities exchange or  not denominated or  principally traded in U.S.
dollars. For further  information on  foreign investments  and foreign  currency
exchange transactions, see Additional Investment Information and Risk Factors.

   The  Portfolio  may also  invest in  securities on  a when-issued  or delayed
delivery basis, enter  into repurchase and  reverse repurchase agreements,  loan
its portfolio securities, purchase certain privately placed securities and money
market instruments, and enter into certain hedging transactions that may involve
options  on securities and securities indexes,  futures contracts and options on
futures  contracts.  For  a  discussion  of  these  investments  and  investment
techniques, see Additional Investment Information and Risk Factors.

                     THE PIERPONT CAPITAL APPRECIATION FUND

   The Pierpont Capital Appreciation Fund's investment objective is to provide a
high  total return  from a  portfolio of  equity securities  of small companies.
Total return will consist  of realized and unrealized  capital gains and  losses
plus  income. The Fund attempts to achieve its investment objective by investing
all of its investable  assets in The U.S.  Small Company Portfolio, an  open-end
management  investment company having the same investment objective as the Fund.
The Portfolio invests primarily in the common stock of small U.S. companies. The
small company holdings of the Portfolio are primarily companies included in  the
Russell 2500 Index.

   The  Pierpont Capital  Appreciation Fund  is designed  for investors  who are
willing to assume the  somewhat higher risk of  investing in small companies  in
order  to seek a higher return over time than might be expected from a portfolio
of stocks of large companies. The Fund may also serve as an efficient vehicle to
diversify  an  existing  portfolio  by  adding  the  equities  of  smaller  U.S.
companies.

   The Advisor seeks to enhance the Portfolio's total return relative to that of
the  U.S.  small  company  universe.  To do  so,  the  Advisor  uses fundamental
research, systematic stock  valuation and a  disciplined portfolio  construction
process.  The Advisor continually  screens the universe  of small capitalization
companies to  identify  for  further  analysis  those  companies  which  exhibit
favorable characteristics such as significant and predictable cash flow and high
quality  management. Based on fundamental research and using a dividend discount
model, the Advisor ranks  these companies within  economic sectors according  to
their  relative value. The Advisor then selects for purchase the most attractive
companies within each economic sector.

   The Advisor  uses a  disciplined portfolio  construction process  to seek  to
enhance  returns  and reduce  volatility in  the market  value of  the Portfolio
relative to that of the U.S.  small company universe. The Advisor believes  that
under  normal  market  conditions,  the Portfolio  will  have  sector weightings
comparable to  that  of  the  U.S.  small  company  universe,  although  it  may
moderately  under or  over-weight selected economic  sectors. In  addition, as a
company moves  out of  the  market capitalization  range  of the  small  company
universe, it generally becomes a candidate for sale by the Portfolio.

   The  Portfolio intends to  manage its investments actively  in pursuit of its
investment objective. See Financial Highlights for historical portfolio turnover
information on  the Fund's  predecessor.  Since the  Portfolio has  a  long-term
investment  perspective,  it does  not intend  to  respond to  short-term market
fluctuations or to  acquire securities  for the purpose  of short-term  trading;
however,  it may  take advantage  of short-term  trading opportunities  that are
consistent with its objective. To the extent the Portfolio engages in short-term
trading, it may incur increased transaction costs. See Taxes below.

   PERMISSIBLE INVESTMENTS.  The  Portfolio may  invest  in the  same  types  of
securities  and  use  the  same  investment  techniques,  subject  to  the  same
limitations, as permitted for The Pierpont Equity Fund.

                     THE PIERPONT INTERNATIONAL EQUITY FUND

   The Pierpont International Equity Fund's investment objective is to provide a
high total return from a portfolio of equity securities of foreign corporations.
Total return will consist  of realized and unrealized  capital gains and  losses
plus income. The

18
<PAGE>
Fund  attempts  to achieve  its  investment objective  by  investing all  of its
investable assets  in  The Non-U.S.  Equity  Portfolio, an  open-end  management
investment company having the same investment objective as the Fund.

   The  Pierpont  International Equity  Fund is  designed  for investors  with a
long-term investment horizon who want to diversify their portfolios by investing
in an actively managed portfolio of non-U.S. securities that seeks to outperform
the Morgan Stanley Europe, Australia and Far East Index (the "EAFE Index").

   The Portfolio  seeks  to achieve  its  investment objective  through  country
allocation,  stock selection and management of  currency exposure. Morgan uses a
disciplined portfolio construction process to seek to enhance returns and reduce
volatility in the market  value of the  Portfolio relative to  that of the  EAFE
Index.

   Based   on  fundamental  research,  quantitative  valuation  techniques,  and
experienced judgment,  Morgan  uses  a  structured  decision-making  process  to
allocate  the Portfolio  primarily across the  developed countries  of the world
outside the United States by under-  or over-weighing selected countries in  the
EAFE Index. Currently, Japan has the heaviest weighting in the EAFE Index and in
the Portfolio. At April 30, 1995, the approximate Japan weighting was 45% in the
EAFE Index and 50% in the Portfolio.

   Using  a dividend discount  model and based  on analysts' industry expertise,
securities within each country are  ranked within economic sectors according  to
their  relative  value.  Based  on  this  valuation,  the  Advisor  selects  the
securities which  appear the  most  attractive for  the Portfolio.  The  Advisor
believes  that  under  normal  market  conditions,  economic  sector  weightings
generally will be similar to those of the relevant equity index.

   Finally, the Advisor actively manages currency exposure, in conjunction  with
country  and stock allocation, in an attempt to protect and possibly enhance the
Portfolio's market value. Through the  use of forward foreign currency  exchange
contracts,  the Advisor will adjust  the Portfolio's foreign currency weightings
to reduce  its  exposure to  currencies  deemed unattractive,  and,  in  certain
circumstances,  increase  exposure to  currencies  deemed attractive,  as market
conditions warrant, based  on fundamental research,  technical factors, and  the
judgment  of a team of experienced currency managers. For further information on
foreign currency exchange  transactions, see  Additional Investment  Information
and Risk Factors.

   The  Portfolio intends  to manage  its portfolio  actively in  pursuit of its
investment objective. See Financial Highlights for historical portfolio turnover
information on the Fund's predecessor. The Portfolio does not expect to trade in
securities  for  short-term  profits;   however,  when  circumstances   warrant,
securities  may be sold without regard to the length of time held. To the extent
the Portfolio engages in short-term trading, it may incur increased  transaction
costs. See Taxes below.

   EQUITY  INVESTMENTS. In normal circumstances, the Advisor intends to keep the
Portfolio essentially fully invested with at least 65% of the value of its total
assets in equity securities of foreign issuers, consisting of common stocks  and
other  securities with equity characteristics such as preferred stock, warrants,
rights and convertible  securities. The Portfolio's  primary equity  investments
are  the  common stock  of established  companies  based in  developed countries
outside the  United States.  Such investments  will be  made in  at least  three
foreign  countries. The common stock in  which the Portfolio may invest includes
the common stock of any class or  series or any similar equity interest such  as
trust  or  limited  partnership  interests. The  Portfolio  may  also  invest in
securities of issuers located in developing countries. See Additional Investment
Information and  Risk Factors.  The Portfolio  invests in  securities listed  on
foreign  or domestic  securities exchanges and  securities traded  in foreign or
domestic over-the-counter  markets,  and may  invest  in certain  restricted  or
unlisted securities.

   The Portfolio may also invest in money market instruments denominated in U.S.
dollars  and other currencies,  securities on a  when-issued or delayed delivery
basis, enter  into  repurchase  and  reverse  repurchase  agreements,  loan  its
portfolio  securities, purchase certain privately  placed securities, enter into
forward  contracts  on  foreign  currencies  and  enter  into  certain   hedging
transactions  that  may involve  options on  securities and  securities indexes,
futures contracts and options  on futures contracts. For  a discussion of  these
investments and investment techniques, see Additional Investment Information and
Risk Factors.

                             THE PIERPONT EMERGING
                              MARKETS EQUITY FUND

   The  Pierpont  Emerging  Markets  Equity Fund's  investment  objective  is to
achieve a high total return from  a portfolio of equity securities of  companies
in  emerging  markets.  Total return  will  consist of  realized  and unrealized
capital gains  and  losses  plus  income.  The  Fund  attempts  to  achieve  its
investment  objective by  investing all  its investable  assets in  The Emerging
Markets Equity Portfolio, an open-end  management investment company having  the
same investment objective as the Fund.

                                                                              19
<PAGE>
   The Pierpont Emerging Markets Equity Fund is designed for long-term investors
who  want exposure to  the rapidly growing  emerging markets. THE  FUND DOES NOT
REPRESENT A  COMPLETE  INVESTMENT PROGRAM  NOR  IS  THE FUND  SUITABLE  FOR  ALL
INVESTORS.  Many investments in emerging  markets can be considered speculative,
and therefore may offer higher  potential for gains and  losses and may be  more
volatile  than investments in the developed markets of the world. See Additional
Investment Information and Risk Factors.

   As used in this Prospectus, "emerging  markets" include any country which  is
generally  considered to be an emerging or developing country by the World Bank,
the International Finance  Corporation, the United  Nations or its  authorities.
These  countries generally include every country  in the world except Australia,
Austria, Belgium,  Canada, Denmark,  Finland, France,  Germany, Ireland,  Italy,
Japan,  Netherlands,  New Zealand,  Norway,  Spain, Sweden,  Switzerland, United
Kingdom and United  States. The Portfolio  will focus its  investments in  those
emerging  markets countries which it believes have strongly developing economies
and in which the markets are becoming more sophisticated.

   A company in an emerging market is one that: (i) has its principal securities
trading market in an emerging market  country; (ii) is organized under the  laws
of,  and with a principal office in, an emerging market; or (iii) (alone or on a
consolidated basis) derives 50% or more  of its total revenue from either  goods
produced, sales made or services performed in emerging markets.

   The  Advisor  seeks  to achieve  the  Portfolio's investment  objective  by a
disciplined process  of  country  allocation and  company  selection.  Based  on
fundamental  research,  quantitative  analysis,  and  experienced  judgment, the
Advisor  identifies  those  countries  where  economic  and  political  factors,
including currency movements, are likely to produce above-average returns. Based
on  their  relative value,  the  Advisor then  selects  those companies  in each
country's major  industry sectors  which  it believes  are best  positioned  and
managed to take advantage of these economic and political factors.

   The  Portfolio intends  to manage  its portfolio  actively in  pursuit of its
investment objective. The Portfolio does not  expect to trade in securities  for
short-term  profits; however, when circumstances warrant, securities may be sold
without regard to the length of time  held. To the extent the Portfolio  engages
in  short-term  trading, it  may incur  increased  transaction costs.  See Taxes
below.

   EQUITY INVESTMENTS. In normal circumstances, the Advisor intends to keep  the
Portfolio essentially fully invested with at least 65% of the value of its total
assets  in equity securities  of emerging markets  issuers, consisting of common
stocks and other securities with equity characteristics such as preferred stock,
warrants, rights  and convertible  securities.  The Portfolio's  primary  equity
investments  are  the  common stock  of  established companies  in  the emerging
markets countries the Advisor  has identified as attractive.  The assets of  the
Portfolio  ordinarily will be invested in the  securities of issuers in at least
three different  emerging  markets countries.  The  common stock  in  which  the
Portfolio  may invest includes  the common stock  of any class  or series or any
similar equity  interest such  as trust  or limited  partnership interests.  The
Portfolio  invests  in  securities  listed on  securities  exchanges,  traded in
over-the-counter markets,  and  may invest  in  certain restricted  or  unlisted
securities.

   Certain emerging markets are closed in whole or in part to equity investments
by   foreigners  except   through  specifically   authorized  investment  funds.
Securities of other investment companies may be acquired by the Portfolio to the
extent permitted under the 1940 Act --  that is, the Portfolio may invest up  to
10%  of its total assets in securities  of other investment companies so long as
not more than 3% of the outstanding  voting stock of any one investment  company
is held by the Portfolio. In addition, not more than 5% of the Portfolio's total
assets  may be invested  in the securities  of any one  investment company. As a
shareholder in an investment  fund, the Portfolio would  bear its share of  that
investment  fund's expenses, including its  advisory and administration fees. At
the same  time the  Portfolio  and the  Fund would  continue  to pay  their  own
operating expenses.

   The Portfolio may also invest in money market instruments denominated in U.S.
dollars  and other currencies,  securities on a  when-issued or delayed delivery
basis, enter  into  repurchase  and  reverse  repurchase  agreements,  loan  its
portfolio  securities, purchase  certain privately  placed securities  and enter
into forward foreign currency exchange contracts. In addition the Portfolio  may
use  options on securities and securities indexes, futures contracts and options
on futures contracts for hedging and risk management purposes. For a  discussion
of  these  investments  and  investment  techniques,  see  Additional Investment
Information and Risk Factors.

20
<PAGE>
                         THE PIERPONT DIVERSIFIED FUND

   The Pierpont Diversified  Fund's investment  objective is to  provide a  high
total return from a diversified portfolio of equity and fixed income securities.
Total  return will consist of income  plus realized and unrealized capital gains
and losses. The Fund attempts to  achieve its investment objective by  investing
all  of  its  investable  assets  in  The  Diversified  Portfolio,  an  open-end
management investment company having the same investment objective as the Fund.

   The Portfolio seeks  to provide a  total return that  approaches that of  the
universe  of equity securities of large and medium sized U.S. companies and that
exceeds the  return typical  of  a portfolio  of  fixed income  securities.  The
Portfolio  attempts  to achieve  this return  by investing  in equity  and fixed
income instruments, as described below.

   The Pierpont Diversified Fund is designed primarily for investors who wish to
invest for  long term  objectives  such as  retirement.  It is  appropriate  for
investors  who seek  to attain  real appreciation in  the market  value of their
investments over the long term, but with somewhat less price fluctuation than  a
portfolio  consisting only of  equity securities. The Fund  may be an attractive
option for investors who  want a professional investment  adviser to decide  how
their   investments  should  be  allocated   between  equity  and  fixed  income
securities.

   Under normal circumstances, the Portfolio will be invested approximately  65%
in  equities  and  35% in  fixed  income  securities. However,  the  Advisor may
allocate the Portfolio's  investments between  these asset classes  in a  manner
consistent   with  the  Portfolio's  investment  objective  and  current  market
conditions. Using  a  variety of  analytical  tools, the  Advisor  assesses  the
relative attractiveness of each asset class and determines an optimal allocation
between  them. The Advisor then selects securities within each asset class based
on fundamental research and quantitative analysis.

   The Portfolio intends  to manage  its portfolio  actively in  pursuit of  its
investment   objective.  Since   the  Portfolio   has  a   long-term  investment
perspective, it does not intend to respond to short-term market fluctuations  or
to  acquire securities  for the purpose  of short-term trading;  however, it may
take advantage of short-term trading opportunities that are consistent with  its
objective.  To the  extent the Portfolio  engages in short-term  trading, it may
incur increased transaction costs. See Taxes below.

   EQUITY INVESTMENTS. For the equity portion of the Portfolio, Morgan  Guaranty
seeks  to achieve a  high total return  through fundamental analysis, systematic
stock valuation  and  disciplined  portfolio  construction.  Based  on  internal
fundamental research, the Advisor uses a dividend discount model to value equity
securities  and rank  a universe  of large  and medium  capitalization companies
within economic sectors according to their relative value. The Advisor then buys
and sells securities within each economic sector based on this valuation process
to seek to enhance  the Portfolio's return. In  addition, the Advisor uses  this
disciplined  portfolio construction process to seek  to reduce the volatility of
the equity portion of the Portfolio relative to that of the S&P 500 Index.

   The Portfolio's  equity investments  will be  primarily the  common stock  of
large  and medium  sized U.S. companies  with market  capitalizations above $1.5
billion, including common  stock of any  class or series  or any similar  equity
interest, such as trust or limited partnership interests. The Portfolio's equity
investments  may also include preferred  stock, warrants, rights and convertible
securities. The Portfolio  may also  invest in  the equity  securities of  small
companies  and of foreign  issuers. The small company  holdings of the Portfolio
are primarily  companies included  in the  Russell 2000  Index. The  Portfolio's
equity  securities may or may not pay dividends  and may or may not carry voting
rights.

   FIXED INCOME INVESTMENTS. For the fixed income portion of the Portfolio,  the
Advisor  seeks to provide a high total  return by actively managing the duration
of the Portfolio's fixed income securities, the allocation of securities  across
market  sectors,  and  the  selection of  securities  within  sectors.  Based on
fundamental, economic  and capital  markets research,  the Advisor  adjusts  the
duration  of  the  Portfolio's  fixed  income  investments  in  light  of market
conditions. The Advisor  also actively  allocates the  Portfolio's fixed  income
investments among the broad sectors of the fixed income market. Securities which
the  Advisor believes are undervalued are selected for purchase from the sectors
using advanced quantitative tools, analysis of  credit risk, the expertise of  a
dedicated  trading desk, and the judgment of fixed income portfolio managers and
analysts.

   Duration is a measure  of the weighted average  maturity of the fixed  income
securities held in the Portfolio and can be used as a measure of the sensitivity
of  the  Portfolio's market  value to  changes in  interest rates.  Under normal
market conditions the duration of the fixed income portion of the Portfolio will
range between one year shorter and one year longer than the duration of the U.S.
investment grade fixed income universe,  as represented by the Salomon  Brothers
Broad   Investment  Grade  Bond  Index.   Currently,  the  Index's  duration  is
approxi-

                                                                              21
<PAGE>
mately 5 years. The maturities of the individual fixed income securities in  the
Portfolio may vary widely, however.

   The  Portfolio may invest in a broad range of debt securities of domestic and
foreign issuers.  These include  corporate bonds,  debentures, notes,  mortgage-
related  securities,  and asset-backed  securities;  U.S. Government  and agency
securities; and private placements.  See The Pierpont Short  Term Bond Fund  for
more detailed information on fixed income securities.

   QUALITY  INFORMATION.  It is  a current  policy of  the Portfolio  that under
normal circumstances at least 65% of  that portion of the Portfolio invested  in
fixed  income securities will consist of securities that are rated at least A by
Moody's or  Standard &  Poor's or  that  are unrated  and in  Morgan  Guaranty's
opinion  are of comparable quality. In the  case of 30% of the Portfolio's fixed
income investments, the Portfolio  may purchase debt  securities that are  rated
Baa  or better by Moody's or  BBB or better by Standard  & Poor's or are unrated
and in Morgan Guaranty's opinion are of comparable quality. The remaining 5%  of
the  Portfolio's fixed income investments may  be debt securities that are rated
Ba or better by Moody's or BB or better by Standard & Poor's or are unrated  and
in  Morgan Guaranty's opinion are of comparable quality. Securities rated Baa by
Moody's or BBB by  Standard & Poor's are  considered investment grade, but  have
some  speculative  characteristics.  Securities rated  Ba  by Moody's  or  BB by
Standard & Poor's are  below investment grade and  considered to be  speculative
with  regard  to payment  of  interest and  principal.  These standards  must be
satisfied at the time an  investment is made. If  the quality of the  investment
later  declines, the Portfolio may continue to hold the investment. See Appendix
A in the Statement  of Additional Information for  more detailed information  on
these ratings.

   FOREIGN   INVESTMENTS.  The  Portfolio  may   invest  in  common  stocks  and
convertible  securities  of  foreign  corporations  as  well  as  fixed   income
securities  of foreign government and  corporate issuers. However, the Portfolio
does not expect to invest more than 30% of its assets at the time of purchase in
securities of foreign  issuers. For further  information on foreign  investments
and   foreign   currency  exchange   transactions,  see   Additional  Investment
Information and Risk Factors.

   In addition,  the Portfolio  may invest  in securities  on a  when-issued  or
delayed delivery basis, enter into repurchase and reverse repurchase agreements,
loan  its portfolio securities, purchase certain privately placed securities and
money market instruments and enter into forward contracts on foreign currencies.
The Portfolio may use options on  securities and indexes of securities,  futures
contracts  and  options on  futures contracts  for  hedging and  risk management
purposes. For a discussion of  these investments and investment techniques,  see
Additional Investment Information and Risk Factors.

ADDITIONAL INVESTMENT INFORMATION AND RISK FACTORS

   CONVERTIBLE SECURITIES. The Portfolios for The Pierpont Short Term Bond Fund,
The  Pierpont  Bond  Fund,  The  Pierpont  Equity  Fund,  The  Pierpont  Capital
Appreciation Fund, The Pierpont International Equity Fund, The Pierpont Emerging
Markets Equity Fund and The Pierpont Diversified Fund may invest in  convertible
securities  of domestic and,  subject to each  Portfolio's restrictions, foreign
issuers. The convertible securities in  which the Portfolios 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.

   WHEN-ISSUED  AND  DELAYED DELIVERY  SECURITIES.  Each of  the  Portfolios may
purchase securities on a when-issued or delayed delivery basis. Delivery of  and
payment  for these securities may take as long as a month or more after the date
of the purchase commitment. The value  of these securities is subject to  market
fluctuation  during  this  period  and  no interest  or  income  accrues  to the
Portfolio until settlement. At the time of settlement a when-issued security may
be valued at  less than its  purchase price. Each  Portfolio maintains with  the
Custodian  a separate  account with a  segregated portfolio of  securities in an
amount at least equal to these commitments. When entering into a when-issued  or
delayed  delivery  transaction,  the  Portfolio relies  on  the  other  party to
consummate the transaction; if the other party fails to do so, the Portfolio may
be disadvantaged. It is the current policy  of each Portfolio not to enter  into
when-issued  commitments exceeding in  the aggregate 15% of  the market value of
the Portfolio's total assets less liabilities other than the obligations created
by these commitments.

   REPURCHASE AGREEMENTS.  Each  of  the Portfolios  may  engage  in  repurchase
agreement  transactions  with brokers,  dealers or  banks  that meet  the credit
guidelines established by the Trustees. In a repurchase

22
<PAGE>
agreement, the  Portfolio buys  a security  from  a seller  that has  agreed  to
repurchase  it at a mutually agreed upon date and price, reflecting the interest
rate effective for  the term of  the agreement. The  Portfolio for The  Pierpont
Treasury Money Market Fund only enters into repurchase agreements involving U.S.
Treasury  securities. The term of these  agreements is usually from overnight to
one week. A repurchase agreement may be viewed as a fully collateralized loan of
money by the Portfolio to the  seller. The Portfolio always receives  securities
as  collateral with  a market value  at least  equal to the  purchase price plus
accrued interest and this value is maintained during the term of the  agreement.
If  the seller defaults  and the collateral value  declines, the Portfolio might
incur a  loss. If  bankruptcy  proceedings are  commenced  with respect  to  the
seller,  the Portfolio's realization  upon the disposition  of collateral may be
delayed or limited.  Investments in  certain repurchase  agreements and  certain
other  investments which  may be considered  illiquid are  limited. See Illiquid
Investments; Privately Placed and other Unregistered Securities below.

   LOANS OF PORTFOLIO SECURITIES. Subject to applicable investment restrictions,
each of  the  Portfolios  is permitted  to  lend  its securities.  Each  of  the
Portfolios  may lend  its securities if  such loans are  secured continuously by
cash or equivalent collateral or by a letter of credit in favor of the Portfolio
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  Portfolio any income  accruing thereon. Loans  will be subject  to
termination  by  the Portfolio  in the  normal  settlement time,  generally five
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 Portfolio  and its  respective investors.  The Portfolios  may pay
reasonable finders' and custodial fees in  connection with a loan. In  addition,
the  Portfolios  will  consider  all  facts  and  circumstances,  including  the
creditworthiness of the borrowing financial institution, and the Portfolios will
not make any loans  in excess of  one year. The Portfolios  will not lend  their
securities  to  any  officer,  Trustee,  Director,  employee,  or  affiliate  or
Placement Agent of the Portfolios, or the Advisor, Administrator or Distributor,
unless otherwise permitted by applicable law.

   REVERSE REPURCHASE AGREEMENTS. Each of  the Portfolios is permitted to  enter
into  reverse  repurchase agreements.  In  a reverse  repurchase  agreement, the
Portfolio sells a security and agrees to repurchase it at a mutually agreed upon
date and  price, reflecting  the interest  rate effective  for the  term of  the
agreement. It may also be viewed as the borrowing of money by the Portfolio and,
therefore,  is a form of leverage. Leverage may cause any gains or losses of the
Portfolio to be magnified. For  more information, see Investment Objectives  and
Policies in the Statement of Additional Information.

   FOREIGN  INVESTMENT INFORMATION. The Portfolios for The Pierpont Money Market
Fund, The Pierpont Short  Term Bond Fund, The  Pierpont Bond Fund, The  Pierpont
Equity Fund, The Pierpont Capital Appreciation Fund and The Pierpont Diversified
Fund  may invest in certain foreign  securities. The Portfolios for The Pierpont
International Equity Fund and The  Pierpont Emerging Markets Equity Fund  invest
primarily in foreign securities. Investment in securities of foreign issuers and
in obligations of foreign branches of domestic banks involves somewhat different
investment risks from those affecting securities of U.S. domestic issuers. There
may  be limited publicly available information  with respect to foreign issuers,
and foreign issuers are  not generally subject  to uniform accounting,  auditing
and  financial  standards and  requirements  comparable to  those  applicable to
domestic companies.  Dividends  and interest  paid  by foreign  issuers  may  be
subject to withholding and other foreign taxes which may decrease the net return
on  foreign  investments as  compared to  dividends and  interest paid  to these
Portfolios by domestic companies.

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

   In addition,  while the  volume  of transactions  effected on  foreign  stock
exchanges  has increased in  recent years, in most  cases it remains appreciably
below that of domestic security exchanges. Accordingly, a

                                                                              23
<PAGE>
Portfolio's foreign investments may be less liquid and their prices may be  more
volatile  than comparable investments in securities of U.S. companies. Moreover,
the settlement periods for foreign securities, which are often longer than those
for securities of U.S.  issuers, may affect portfolio  liquidity. In buying  and
selling   securities  on  foreign  exchanges,   purchasers  normally  pay  fixed
commissions that are generally higher than the negotiated commissions charged in
the United States. In addition,  there is generally less government  supervision
and  regulation of securities exchanges, brokers  and issuers located in foreign
countries than in the United States.

   Although the Portfolio  for The  Pierpont International  Equity Fund  invests
primarily  in  securities  of  established issuers  based  in  developed foreign
countries, it  may also  invest in  securities of  issuers in  emerging  markets
countries.  The Portfolio for The Pierpont  Emerging Markets Equity Fund invests
primarily in  equity  securities of  companies  in emerging  markets  countries.
Investments in securities of issuers in emerging markets countries may involve a
high  degree of risk  and many may be  considered speculative. These investments
carry all of the risks of investing in securities of foreign issuers outlined in
this section to a heightened degree. These heightened risks include (i)  greater
risks of expropriation, confiscatory taxation, nationalization, and less social,
political and economic stability; (ii) the small current size of the markets for
securities  of emerging  markets issuers and  the currently  low or non-existent
volume of trading, resulting in lack of liquidity and in price volatility; (iii)
certain  national  policies  which  may  restrict  the  Portfolios'   investment
opportunities  including  restrictions  on investing  in  issuers  or industries
deemed sensitive  to  relevant  national  interests; and  (iv)  the  absence  of
developed  legal structures governing private  or foreign investment and private
property.

   Each of the Portfolios may invest  in securities of foreign issuers  directly
or  in the  form of American  Depository Receipts  ("ADRs"), European Depository
Receipts  ("EDRs")  or  other  similar  securities  of  foreign  issuers.  These
securities  may  not necessarily  be  denominated in  the  same currency  as the
securities they represent. ADRs are receipts typically issued by a U.S. bank  or
trust company evidencing ownership of the underlying foreign securities. Certain
such  institutions  issuing ADRs  may  not be  sponsored  by the  issuer  of the
underlying foreign securities.  A non-sponsored depository  may not provide  the
same  shareholder information that a sponsored depository is required to provide
under its contractual  arrangements with  the issuer of  the underlying  foreign
securities.  EDRs  are  receipts  issued  by  a  European  financial institution
evidencing a  similar  arrangement. Generally,  ADRs,  in registered  form,  are
designed  for use in the U.S. securities  markets, and EDRs, in bearer form, are
designed for use in European securities markets.

   In the case  of the Portfolios  for The  Pierpont Short Term  Bond Fund,  The
Pierpont  Bond Fund, The Pierpont Equity Fund, The Pierpont Capital Appreciation
Fund, The  Pierpont International  Equity Fund,  The Pierpont  Emerging  Markets
Equity  Fund and  The Pierpont  Diversified Fund,  since investments  in foreign
securities involve foreign currencies, the value of their 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.  See
Foreign Currency Exchange Transactions.

   For a discussion of investment risks associated with the general economic and
political  conditions in  Japan, see Investment  Objectives and  Policies in the
Statement of Additional Information.

   FOREIGN CURRENCY  EXCHANGE  TRANSACTIONS.  Because  the  Portfolios  for  The
Pierpont Short Term Bond Fund, The Pierpont Bond Fund, The Pierpont Equity Fund,
The  Pierpont Capital Appreciation Fund, The Pierpont International Equity Fund,
The Pierpont Emerging Markets Equity Fund and The Pierpont Diversified Fund  buy
and  sell securities and receive interest and dividends in currencies other than
the U.S. dollar, the Portfolios for the  Funds may enter from time to time  into
foreign  currency exchange transactions. The  Portfolios either enter into these
transactions on a spot  (i.e., cash) basis  at the spot  rate prevailing in  the
foreign  currency exchange market, or use  forward contracts to purchase or sell
foreign  currencies.  The   cost  of  a   Portfolio's  spot  currency   exchange
transactions  is generally the difference between the bid and offer spot rate of
the currency being purchased or sold.

   A forward  foreign  currency  exchange  contract  is  an  obligation  by  the
Portfolio to purchase or sell a specific currency at a future date, which may be
any fixed number of days from the date of the contract. Forward foreign currency
exchange  contracts establish an exchange rate at a future date. These contracts
are entered  into in  the  interbank market  directly between  currency  traders
(usually large commercial banks) and their customers. A forward foreign currency
exchange  contract generally has no deposit requirement,  and is traded at a net
price without commission. The Portfolios  will not enter into forward  contracts
for speculative purposes. Neither spot transactions nor forward foreign currency
exchange  contracts  eliminate fluctuations  in  the prices  of  the Portfolio's
securities or in foreign exchange rates, or prevent loss if the prices of  these
securities should decline.

   Each   of  these  Portfolios   may  enter  into   foreign  currency  exchange
transactions in an attempt to pro-

24
<PAGE>
tect against changes in  foreign currency exchange rates  between the trade  and
settlement  dates of specific securities  transactions or anticipated securities
transactions. The  Portfolios may  also enter  into forward  contracts to  hedge
against  a change in foreign currency exchange  rates that would cause a decline
in the value  of existing  investments denominated  or principally  traded in  a
foreign currency. To do this, a Portfolio would enter into a forward contract to
sell  the foreign currency in which the investment is denominated or principally
traded in exchange for U.S. dollars or in exchange for another foreign currency.
A Portfolio will only enter into forward contracts to sell a foreign currency in
exchange for  another  foreign  currency  if the  Advisor  expects  the  foreign
currency purchased to appreciate against the U.S. dollar.

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

   TAXABLE INVESTMENTS FOR THE PIERPONT TAX EXEMPT FUNDS. The Portfolios for The
Pierpont Tax Exempt Money Market Fund and The Pierpont Tax Exempt Bond Fund each
attempt to invest its assets in tax exempt municipal securities; however,  these
Portfolios  are  each  permitted to  invest  up to  20%  of the  value  of their
respective total  assets in  securities, the  interest income  on which  may  be
subject  to  federal, state  or local  income taxes.  These Portfolios  may make
taxable investments pending investment of proceeds from sales of their interests
or  portfolio  securities,   pending  settlement  of   purchases  of   portfolio
securities,  to  maintain liquidity  or when  it is  advisable in  the Advisor's
opinion because  of adverse  market conditions.  The Portfolios  will invest  in
taxable  securities only  if there  are no  tax exempt  securities available for
purchase or if  the after  tax yield from  an investment  in taxable  securities
exceeds  the  yield  on  available tax  exempt  securities.  In  abnormal market
conditions, if, in the judgment of the Advisor, tax exempt securities satisfying
The Pierpont Tax Exempt Bond Fund's  investment objective may not be  purchased,
its corresponding Portfolio may, for defensive purposes only, temporarily invest
more  than 20%  of its net  assets in debt  securities the interest  on which is
subject to  federal,  state  or  local income  taxes.  The  taxable  investments
permitted  for these Portfolios  include obligations of  the U.S. Government and
its agencies  and  instrumentalities,  bank obligations,  commercial  paper  and
repurchase  agreements and, in  the case of  The Pierpont Tax  Exempt Bond Fund,
other debt securities which meet the Fund's quality requirements. See Taxes.

   PUTS FOR THE PIERPONT TAX EXEMPT  FUNDS. The Portfolios for The Pierpont  Tax
Exempt  Money Market  Fund and  The Pierpont Tax  Exempt Bond  Fund may purchase
without limit municipal bonds or notes together with the right to resell them at
an agreed price or yield within a specified period prior to maturity. This right
to resell is known as a put.  The aggregate price paid for securities with  puts
may  be higher than the price which otherwise would be paid. Consistent with the
investment objectives of these Portfolios and subject to the supervision of  the
Trustees,  the purpose of this practice is  to permit the Portfolios to be fully
invested in tax exempt securities  while maintaining the necessary liquidity  to
purchase securities on a when-issued basis, to meet unusually large withdrawals,
to  purchase at a later date securities other than those subject to the put and,
in the case of The  Pierpont Tax Exempt Bond  Fund, to facilitate the  Advisor's
ability to manage the portfolio actively. The principal risk of puts is that the
put writer may default on its obligation to repurchase. The Advisor will monitor
each writer's ability to meet its obligations under puts.

   The  amortized cost  method is  used by  the Portfolio  for The  Pierpont Tax
Exempt Money Market Fund to value all municipal securities; no value is assigned
to any puts.  This method is  also used by  the Portfolio for  The Pierpont  Tax
Exempt  Bond Fund to value municipal securities  with maturities of less than 60
days; when these  securities are subject  to puts separate  from the  underlying
securities,  no value  is assigned  to the  puts. The  cost of  any such  put is
carried as an unrealized loss from the time of purchase until it is exercised or
expires. See the Statement of Additional Information for the valuation procedure
if the  Portfolio for  The  Pierpont Tax  Exempt Bond  Fund  were to  invest  in
municipal  securities with  maturities of  60 days or  more that  are subject to
separate puts.

   SYNTHETIC VARIABLE RATE INSTRUMENTS  FOR THE PIERPONT  TAX EXEMPT FUNDS.  The
Portfolios  for The  Pierpont Tax Exempt  Funds may invest  in certain synthetic
variable rate instruments. Such instruments  generally involve the deposit of  a
long-term  tax exempt bond in a custody or trust arrangement and the creation of
a mechanism to  adjust the long-term  interest rate  on the bond  to a  variable
short-term rate and a right (subject to certain condi-

                                                                              25
<PAGE>
tions)  on the part of the purchaser to  tender it periodically to a third party
at par.  The  Advisor will  review  the  structure of  synthetic  variable  rate
instruments  to identify  credit and  liquidity risks  (including the conditions
under which the right to tender the instrument would no longer be available) and
will monitor those risks. In the event  that the right to tender the  instrument
is  no longer available, the risk to the  Portfolios will be that of holding the
long-term bond, which in the case of  the Portfolio for The Pierpont Tax  Exempt
Money  Market Fund may require  the disposition of the bond  which could be at a
loss.

   ILLIQUID INVESTMENTS;  PRIVATELY PLACED  AND OTHER  UNREGISTERED  SECURITIES.
Subject  to  the limitations  described below,  each of  the Portfolios  for The
Pierpont Funds  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 and cannot be offered  for public sale in  the
United  States without first being registered  under the Securities Act of 1933.
An illiquid investment is any investment that cannot be disposed of within seven
days in the normal course of business at approximately the amount at which it is
valued by the Portfolio. The price the Portfolio 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.

   Acquisition of illiquid investments by  the Portfolio for The Pierpont  Money
Market  Fund is subject to the 10% fundamental policy limitation described below
under Investment  Restrictions.  Acquisitions  of illiquid  investments  by  the
Portfolios   for  the  other   Pierpont  Funds  is   subject  to  the  following
non-fundamental policies.  The Portfolio  for each  of The  Pierpont Tax  Exempt
Money  Market Fund and The  Pierpont Treasury Money Market  Fund may not acquire
any illiquid securities if,  as a result  thereof, more than  10% of the  market
value  of the  Portfolio's total  assets would  be in  illiquid investments. The
Portfolio for  each of  The Pierpont  Short Term  Bond, Bond,  Tax Exempt  Bond,
Equity,  Capital Appreciation, International Equity, Emerging Markets Equity and
Diversified Funds may  not invest  in additional  illiquid securities  if, as  a
result,  more than 15% of the market value of its total assets would be invested
in  illiquid  securities.   In  addition,   the  Portfolio   for  The   Pierpont
International  Equity Fund will not  invest more than 5%  of the market value of
its total assets in restricted securities that cannot be offered for public sale
in the United States without first being registered under the Securities Act  of
1933.  Each of  the Portfolios  may also purchase  Rule 144A  securities sold to
institutional investors without registration under  the Securities Act of  1933.
These  securities may be  determined to be liquid  in accordance with guidelines
established by  the Advisor  and approved  by the  Trustees. The  Trustees  will
monitor the Advisor's implementation of these guidelines on a periodic basis.

   FUTURES  AND OPTIONS  TRANSACTIONS. The  Portfolio for  each of  The Pierpont
Short Term Bond  Fund, The  Pierpont Bond Fund,  The Pierpont  Equity Fund,  The
Pierpont Capital Appreciation Fund and The Pierpont International Equity Fund is
permitted  to enter into  the futures and options  transactions described in the
Appendix to this Prospectus for hedging purposes. The Portfolio for The Pierpont
Tax Exempt  Bond  Fund  is permitted  to  enter  into the  futures  and  options
transactions  described in  the Appendix for  hedging purposes, but  it does not
currently intend  to do  so. The  Portfolio for  each of  The Pierpont  Emerging
Markets Equity Fund and The Pierpont Diversified Fund is permitted to enter into
the  futures  and  options  transactions  described  in  the  Appendix  to  this
Prospectus for  both hedging  and risk  management purposes.  For more  detailed
information  about these transactions,  see the Appendix  and Risk Management in
the Statement of Additional Information.

   MONEY MARKET  INSTRUMENTS  FOR  THE PIERPONT  EQUITY,  CAPITAL  APPRECIATION,
INTERNATIONAL  EQUITY,  EMERGING  MARKETS  EQUITY  AND  DIVERSIFIED  FUNDS.  The
Portfolios for The Pierpont Equity Fund, The Pierpont Capital Appreciation Fund,
The Pierpont International  Equity Fund,  The Pierpont  Emerging Markets  Equity
Fund  and The Pierpont Diversified Fund are  permitted to invest in money market
instruments, although  each of  these  Portfolios intends  to stay  invested  in
equity  securities (or, in the case of The Pierpont Diversified Fund, equity and
longer-term fixed income  securities) to the  extent practical in  light of  its
objectives and long-term investment perspective. These Portfolios may make money
market  investments pending other investment or  settlement, for liquidity or in
adverse market conditions as described  above under Taxable Investments for  The
Pierpont  Tax Exempt  Funds. The  money market  investments permitted  for these
Portfolios include  obligations of  the  U.S. Government  and its  agencies  and
instrumentalities, other debt securities, commercial paper, bank obligations and
repurchase  agreements. The Portfolios for The Pierpont International Equity and
Emerging Markets  Equity Funds  may  also invest  in short-term  obligations  of
sovereign  foreign governments, their  agencies, instrumentalities and political
subdivisions.  For   more  detailed   information  about   these  money   market
investments,  see  Investment  Objectives  and  Policies  in  the  Statement  of
Additional Information.

26
<PAGE>
INVESTMENT RESTRICTIONS

   The  investment  objective  of  each Fund  and  its  corresponding Portfolio,
together with the investment restrictions  described below and in the  Statement
of  Additional Information,  except as  noted, are  deemed fundamental policies,
i.e., they may be changed only with the approval of the holders of a majority of
the outstanding voting  securities of  a Fund and  its corresponding  Portfolio.
Each  Fund has the same investment  restrictions as its corresponding Portfolio,
except that  each  Fund may  invest  all of  its  investable assets  in  another
open-end  investment company with the same investment objective and restrictions
(such as its corresponding Portfolio).  References below to a Fund's  investment
restrictions also include its corresponding Portfolio's investment restrictions.

   As  diversified  investment  companies, 75%  of  the  assets of  each  of The
Pierpont Funds are  subject to  the following fundamental  limitations: (a)  the
Fund  may not invest more than  5% of its total assets  in the securities of any
one issuer, except U.S. government securities, and (b) the Fund may not own more
than 10% of the  outstanding voting securities of  any one issuer. The  Pierpont
Money  Market and  Treasury Money  Market Funds  are subject  to additional non-
fundamental requirements  governing non-tax  exempt  money market  funds.  These
non-fundamental  requirements generally  prohibit The Pierpont  Money Market and
Treasury Money Market  Funds from  investing more  than 5%  of their  respective
total  assets in the securities of any  single issuer, except obligations of the
U.S. Government and its agencies and instrumentalities.

   The Pierpont Money Market Fund may not (i) acquire any illiquid securities if
as a result more than 10%  of the market value of  its total assets would be  in
investments  which are illiquid,  (ii) enter into  reverse repurchase agreements
exceeding one-third  of the  market  value of  its  total assets,  less  certain
liabilities,  (iii)  borrow  money,  except  from  banks  for  extraordinary  or
emergency purposes and then only in amounts up to 10% of the value of Fund total
assets, taken at  cost at the  time of borrowing,  or purchase securities  while
borrowings exceed 5% of its total assets; or mortgage, pledge or hypothecate any
assets except in connection with any such borrowings in amounts up to 10% of the
value  of the  Fund's net assets  at the  time of borrowing  (the "10% Emergency
Borrowing Restriction"), or (iv) invest more than  25% of its assets in any  one
industry,  except there is no percentage  limitation with respect to investments
in  U.S.  Government  securities,  negotiable  certificates  of  deposit,   time
deposits, and bankers' acceptances of U.S. branches of U.S. banks.

   The  Pierpont  Treasury Money  Market  Fund may  not  (i) enter  into reverse
repurchase agreements which together with any other borrowings exceed  one-third
of  the market  value of  its total  assets, less  certain liabilities,  or (ii)
borrow money (not  including reverse repurchase  agreements), except from  banks
for temporary or extraordinary or emergency purposes and then only in amounts up
to  10% of the value of its total assets, taken at cost at the time of borrowing
(and provided  that such  borrowings and  reverse repurchase  agreements do  not
exceed in the aggregate one-third of the market value of the Fund's total assets
less  liabilities other than the obligations  represented by the bank borrowings
and reverse  repurchase agreements),  or  purchase securities  while  borrowings
exceed  5% of its  total assets; or  mortgage, pledge or  hypothecate any assets
except in connection with any such borrowings in amounts up to 10% of the  value
of  the Fund's net assets at the time  of borrowing, or (iii) make loans, except
through purchasing or holding debt obligations, repurchase agreements, or  loans
of  portfolio securities in accordance with  the Fund's investment objective and
policies.

   The Pierpont Tax Exempt Money Market and Tax Exempt Bond Funds are subject to
the 10%  Emergency Borrowing  Restriction,  except that  borrowings may  be  for
temporary  as well as extraordinary or emergency purposes in the case of The Tax
Exempt Money Market Fund, and may not  acquire industrial revenue bonds if as  a
result more than 5% of total Fund assets would be invested in industrial revenue
bonds where payment of principal and interest is the responsibility of companies
with fewer than three years of operating history.

   Each  of  the Pierpont  Short Term  Bond  and Diversified  Funds may  not (i)
purchase securities or other obligations  of issuers conducting their  principal
business  activity in the same industry if  the value of its investments in such
industry would exceed 25% of the value  of the Fund's total assets, except  this
limitation  shall not  apply to investments  in U.S.  Government securities (the
"Industry Concentration Restriction"); (ii) borrow money (not including  reverse
repurchase  agreements),  except from  banks for  temporary or  extraordinary or
emergency purposes and then only in amounts up to 30% of the value of its  total
assets,  taken  at  cost  at  the time  of  borrowing  (and  provided  that such
borrowings and  reverse repurchase  agreements do  not exceed  in the  aggregate
one-third  of the market value of the Fund's total assets less liabilities other
than the obligations represented by  the bank borrowings and reverse  repurchase
agreements),  or purchase  securities while  borrowings exceed  5% of  its total
assets; or mortgage,

                                                                              27
<PAGE>
pledge or hypothecate any assets except in connection with any such borrowing in
amounts not to exceed 30% of the value  of the Fund's net assets at the time  of
borrowing; or (iii) enter into reverse repurchase agreements and other permitted
borrowings  which constitute senior securities  under the Investment Company Act
of 1940, exceeding in the aggregate one-third of the market value of the  Fund's
total assets, less certain liabilities (the "Senior Securities Restriction").

   The  Pierpont Bond Fund is subject  to the Industry Concentration Restriction
and the Senior  Securities Restriction  and may  not borrow  money, except  from
banks for extraordinary or emergency purposes and then only in amounts up to 30%
of  the value of the Fund's total assets  taken at cost at the time of borrowing
and  except  in  connection  with  reverse  repurchase  agreements  or  purchase
securities  while borrowings, including reverse repurchase agreements, exceed 5%
of its total  assets; or mortgage,  pledge or hypothecate  any assets except  in
connection  with any  such borrowing in  amounts up to  30% of the  value of the
Fund's net assets at the time of borrowing.

   The Pierpont Equity  and Capital Appreciation  Funds are subject  to the  10%
Emergency  Borrowing Restriction, the Industry Concentration Restriction and may
not purchase securities of any issuer if, as a result of the purchase, more than
5% of total Fund assets would be invested in securities of companies with  fewer
than three years of operating history (including predecessors).

   The   Pierpont  International  Equity   Fund  is  subject   to  the  Industry
Concentration Restriction and  the Senior Securities  Restriction. In  addition,
the  Fund may not borrow money, except from banks for extraordinary or emergency
purposes and then  only in  amounts up to  30% of  the value of  the Fund's  net
assets  at  the  time  of  borrowing,  and  except  in  connection  with reverse
repurchase agreements and then only in amounts up to 33 1/3% of the value of the
Fund's net assets;  or purchase securities  while borrowings, including  reverse
repurchase  agreements, exceed  5% of its  total assets; or  mortgage, pledge or
hypothecate any  assets except  in connection  with any  such borrowing  and  in
amounts  not to exceed 30% of the value of  the Fund's net assets at the time of
such borrowing.

   The Pierpont  Emerging  Markets  Equity  Fund  is  subject  to  the  Industry
Concentration  Restriction and may not (i) borrow money except that the Fund may
(a) borrow  money  from banks  for  temporary  or emergency  purposes  (not  for
leveraging  purposes) and (b)  enter into reverse  repurchase agreements for any
purpose, provided that  (a) and  (b) in  total do  not exceed  one-third of  the
Fund's  total assets  less liabilities  (other than  borrowings), or  (ii) issue
senior securities except  as permitted by  the 1940  Act or any  rule, order  or
interpretation thereunder.

   For  a more detailed discussion of the above investment restrictions, as well
as a  description  of  certain other  investment  restrictions,  see  Investment
Restrictions   and  Additional  Information  in   the  Statement  of  Additional
Information.

28
<PAGE>
MANAGEMENT OF THE TRUST AND THE PORTFOLIOS

   TRUSTEES. Pursuant to the  Declarations of Trust for  the Trust and for  each
Portfolio,  the Trustees  decide upon matters  of general policy  and review the
actions of the  Advisor, Administrator, Distributor,  Services Agent, and  other
service  providers.  The  Trustees  of  the  Trust  and  of  each  Portfolio are
identified below.

<TABLE>
<S>                   <C>
Frederick S. Addy     Former Executive Vice
                       President and Chief
                       Financial Officer,
                       Amoco Corporation

William G. Burns      Former Vice Chairman
                       of the Board and
                       Chief Financial
                       Officer, NYNEX
                       Corporation

Arthur C.             Former Senior Vice
 Eschenlauer           President, Morgan
                       Guaranty Trust
                       Company of New York

Matthew Healey        Chairman and Chief
                       Executive Officer,
                       The Pierpont Funds
                       and The JPM
                       Institutional Funds;
                       Chairman, Pierpont
                       Group, Inc.

Michael P. Mallardi   Senior Vice President,
                       Capital Cities/ABC,
                       Inc., President,
                       Broadcast Group
</TABLE>

   A majority  of the  disinterested Trustees  have adopted  written  procedures
reasonably appropriate to deal with potential conflicts of interest arising from
the fact that the same individuals are trustees of the Trust, each Portfolio and
The  JPM Institutional Funds, up  to and including creating  a separate board of
trustees. See Trustees and Officers  in the Statement of Additional  Information
for  more  information about  the Trustees  and  Officers of  the Funds  and the
Portfolios.

   Each of  the Portfolios  and the  Trust  have entered  into a  Fund  Services
Agreement  with Pierpont Group, Inc. to  assist the Trustees in exercising their
overall  supervisory  responsibilities  for  the  Portfolios'  and  the  Trust's
affairs.  The fees  to be paid  under the agreements  approximate the reasonable
cost of Pierpont Group, Inc. in  providing these services. Pierpont Group,  Inc.
was  organized in 1989 at the request of  the Trustees of The Pierpont Family of
Funds for the purpose of  providing these services at  cost to these funds.  See
Trustees  and Officers in the Statement of Additional Information. The principal
offices of Pierpont Group, Inc. are located  at 461 Fifth Avenue, New York,  New
York 10017.

   ADVISOR. None of the Funds has retained the services of an investment adviser
because  each Fund seeks to achieve its investment objective by investing all of
its investable  assets  in  its  corresponding  Portfolio.  Each  Portfolio  has
retained the services of Morgan Guaranty as Investment Advisor. Morgan Guaranty,
with  principal offices at  60 Wall Street, New  York, New York  10260, is a New
York trust company which conducts a general banking and trust business. It is  a
wholly  owned subsidiary  of J.P. Morgan  & Co. Incorporated  ("J.P. Morgan"), a
bank holding company organized  under the laws of  Delaware. Through offices  in
New   York  City  and  abroad,  J.P.  Morgan,  through  the  Advisor  and  other
subsidiaries, offers a  wide range of  services to governmental,  institutional,
corporate  and individual customers and acts as investment adviser to individual
and institutional clients  with combined  assets under management  of over  $145
billion  (of  which  the  Advisor advises  over  $30  billion).  Morgan Guaranty
provides investment advice and portfolio management services to each  Portfolio.
Subject  to the supervision of each  Portfolio's Trustees, Morgan Guaranty makes
each Portfolio's day-to-day investment decisions, arranges for the execution  of
portfolio  transactions and generally manages  each Portfolio's investments. See
Investment Advisor in the Statement  of Additional Information. Morgan  Guaranty
also  acts  as Services  Agent  to the  Trust  and the  Portfolios  and provides
shareholder services  to  shareholders of  the  Funds. See  Services  Agent  and
Shareholder Servicing below.

   Morgan  Guaranty uses a sophisticated, disciplined, collaborative process for
managing all asset classes. The following persons are primarily responsible  for
the  day-to-day management and  implementation of Morgan  Guaranty's process for
the respective Portfolios or their  predecessor entities (the inception date  of
each person's responsibility for a Portfolio (or its predecessor) and his or her
business  experience for  the past  5 years  is indicated  parenthetically): The
Pierpont Money Market Fund: Robert K. Johnson, Vice President (since June, 1988,
employed by Morgan  Guaranty since  prior to 1990)  and Daniel  B. Mulvey,  Vice
President  (since January,  1995, employed  by Morgan  Guaranty since September,
1991, previously securities trader, Equitable Life Insurance Co.); The  Pierpont
Tax  Exempt  Money Market  Fund: Elizabeth  A.  Augustin, Vice  President (since
January, 1992, employed by Morgan Guaranty since prior to 1990) and Elbridge  T.
Gerry,  III, Vice President  (since February, 1992,  employed by Morgan Guaranty
since prior to 1990); The Pierpont  Treasury Money Market Fund: James A.  Hayes,
Vice President (since January, 1993, employed by Morgan

                                                                              29
<PAGE>
Guaranty  since  prior to  1990) and  Robert R.  Johnson, Vice  President (since
January, 1993, employed by  Morgan Guaranty since prior  to 1990); The  Pierpont
Short  Term  Bond Fund:  Connie  J. Plaehn,  Vice  President (since  July, 1993,
employed by Morgan Guaranty since prior  to 1990) and William G. Tennille,  Vice
President  (since January, 1994, employed by  Morgan Guaranty since March, 1992,
previously Managing Director, Manufacturers Hanover Trust Company); The Pierpont
Bond Fund: William G. Tennille, Vice President (since January, 1994, employed by
Morgan Guaranty since March,  1992, previously Managing Director,  Manufacturers
Hanover  Trust Company)  and Connie  J. Plaehn,  Vice President  (since January,
1994, employed by Morgan Guaranty since prior to 1990); The Pierpont Tax  Exempt
Bond  Fund:  Elbridge  T.  Gerry, III,  Vice  President  (since  February, 1992,
employed by Morgan Guaranty since prior to 1990) and Elizabeth A. Augustin, Vice
President (since  January, 1992,  employed  by Morgan  Guaranty since  prior  to
1990);  The Pierpont Equity Fund: William  B. Petersen, Managing Director (since
February, 1993, employed by Morgan Guaranty since prior to 1990) and William  M.
Riegel,  Jr., Vice President (since February,  1993, employed by Morgan Guaranty
since prior to 1990); The Pierpont  Capital Appreciation Fund: James B.  Otness,
Managing Director (since February, 1993, employed by Morgan Guaranty since prior
to  1990) and Fred W. Kittler, Vice President (since February, 1993, employed by
Morgan Guaranty  since prior  to 1990);  and The  Pierpont International  Equity
Fund:  Paul A.  Quinsee, Vice President  (since April, 1993,  employed by Morgan
Guaranty since February, 1992, previously  Vice President, Citibank) and  Thomas
P.  Madsen, Managing  Director (since April,  1993, employed  by Morgan Guaranty
since prior to  1990); The  Pierpont Emerging  Markets Equity  Fund: Douglas  J.
Dooley,  Managing Director  (since November,  1993, employed  by Morgan Guaranty
since prior to  1990) and Satyen  Mehta, Vice President  (since November,  1993,
employed  by Morgan Guaranty since prior  to 1990); and The Pierpont Diversified
Fund: Gerald H. Osterberg, Vice President (since July, 1993, employed by  Morgan
Guaranty  since prior  to 1990),  and Paul  J. Stegmayer,  Vice President (since
July, 1993, employed by Morgan Guaranty since prior to 1990).

   As compensation  for the  services  rendered and  related expenses  borne  by
Morgan Guaranty under the Investment Advisory Agreement with each Portfolio, the
Portfolios have agreed to pay Morgan Guaranty a fee, which is computed daily and
may  be paid monthly,  equal to the  following annual rates  of each Portfolio's
average daily net  assets: the  Portfolios for  The Pierpont  Money Market,  The
Pierpont  Tax Exempt Money Market, and The Pierpont Treasury Money Market Funds,
0.20% of net assets up to  $1 billion, and 0.10% of  net assets in excess of  $1
billion;  the  Portfolio  for The  Pierpont  Short  Term Bond  Fund,  0.25%; the
Portfolio for The Pierpont Bond and  The Pierpont Tax Exempt Bond Funds,  0.30%;
the  Portfolio  for The  Pierpont  Equity Fund,  0.40%;  the Portfolios  for The
Pierpont Capital  Appreciation  and  The Pierpont  International  Equity  Funds,
0.60%;  the Portfolio for The Pierpont  Emerging Markets Equity Fund, 1.00%; and
the Portfolio for The Pierpont Diversified  Fund, 0.55%. While the advisory  fee
for  the Portfolio for The Pierpont Emerging  Markets Equity Fund is higher than
that of most investment companies, it is  similar to the advisory fees of  other
emerging markets funds.

   Set  forth below as a percentage of average daily net assets are the advisory
fees paid  to Morgan  Guaranty  during the  most  recent audited  fiscal  period
identified  in Financial Highlights for each Fund's corresponding Portfolio: The
Pierpont Money Market Fund,  0.14%; The Pierpont Tax  Exempt Money Market  Fund,
0.20%;  The Pierpont Treasury Money Market  Fund, 0.20%; The Pierpont Short Term
Bond Fund, 0.25%; The  Pierpont Bond Fund, 0.30%;  The Pierpont Tax Exempt  Bond
Fund,  0.30%; The Pierpont Equity Fund, 0.40%; The Pierpont Capital Appreciation
Fund, 0.60%;  The  Pierpont  International  Equity  Fund,  0.60%;  The  Pierpont
Emerging  Markets Equity Fund, 1.00%; and  The Pierpont Diversified Fund, 0.55%.
See Financial  Highlights above  and the  Financial Statements  incorporated  by
reference  into  the Statement  of  Additional Information.  INVESTMENTS  IN THE
PIERPONT FUNDS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY,
MORGAN GUARANTY TRUST COMPANY OF NEW YORK OR ANY OTHER BANK.

   ADMINISTRATOR AND DISTRIBUTOR. Under Administration Agreements with the Trust
and each Portfolio,  Signature Broker-Dealer Services,  Inc. ("SBDS") serves  as
the  Administrator  for the  Trust and  the Portfolios.  In this  capacity, SBDS
administers and manages all aspects of the Funds' and the Portfolios' day-to-day
operations subject to the supervision of the Trustees, except as set forth under
Investment Advisor,  Services Agent,  Custodian,  and Shareholder  Services.  In
connection  with  its  responsibilities  as  Administrator,  SBDS  (i) furnishes
ordinary clerical  and  related  services for  day-to-day  operations  including
certain recordkeeping responsibilities; (ii) takes responsibility for compliance
with   all  applicable  federal  and   state  securities  and  other  regulatory
requirements; (iii)  is  responsible for  the  registration of  sufficient  Fund
shares  under federal and  state securities laws;  (iv) takes responsibility for
monitoring each

30
<PAGE>
Fund's status as a regulated investment company under the Internal Revenue  Code
of  1986; and (v)  performs such administrative and  managerial oversight of the
activities of the Trust's and the  Portfolios' custodian and transfer agent,  as
the  Trustees may direct from  time to time. Under the  terms of the Trust's and
the Portfolios' Financial  and Fund Accounting  Services Agreements with  Morgan
Guaranty, the fees of the Administrator are covered by Morgan Guaranty's expense
undertakings as described under Services Agent below.

   Under  the Trust's  Administration Agreement,  the annual  administration fee
rate is  calculated based  on the  aggregate daily  net assets  of The  Pierpont
Funds, as well as The JPM Institutional Funds, which is another family of mutual
funds  investing  in  the  Portfolios.  The  fee  rate  is  calculated  daily in
accordance with the following schedule: 0.040% of the first $1 billion of  these
funds' aggregate daily net assets, 0.032% of the next $2 billion of these funds'
aggregate  daily  net assets,  0.024% of  the  next $2  billion of  these funds'
aggregate daily net assets and 0.016% of these funds' aggregate daily net assets
in excess of $5 billion. This fee rate is then applied to the net assets of each
Fund. The Administrator may voluntarily waive a portion of its fees.

   Under the Portfolios'  Administration Agreements,  the annual  administration
fee  rate is calculated daily in  accordance with the following schedule: 0.010%
of the first $1 billion of the Portfolios' aggregate daily net assets, 0.008% of
the next $2 billion of the Portfolios' aggregate daily net assets, 0.006% of the
next $2 billion of the Portfolios' aggregate daily net assets and 0.004% of  the
Portfolios' aggregate daily net assets in excess of $5 billion. This fee rate is
then  applied  to  the  net  assets of  each  Portfolio.  The  Administrator may
voluntarily waive a portion of its fees.

   SBDS, a registered broker-dealer, also serves as the Distributor of shares of
the Funds. SBDS  is a wholly  owned subsidiary of  Signature. Signature and  its
affiliates  currently  provide administration  and  distribution services  for a
number of registered investment companies through offices located in Boston, New
York, London, Toronto and The Cayman Islands.

   SERVICES AGENT. Under Financial and Fund Accounting Services Agreements  with
the  Trust and each  Portfolio, Morgan Guaranty  acts as Services  Agent to each
Fund and its corresponding Portfolio and provides the following two services  to
them.  First,  Morgan Guaranty  is responsible  for  certain financial  and fund
accounting services provided to the Funds and the Portfolios, including services
related to tax returns and  financial reports. In the  case of the Funds,  these
services  also include matters related to  computing the amount of dividends and
the net asset value per share and keeping the books of account.

   Second, as provided in the Agreements, Morgan Guaranty is responsible for the
annual costs of certain usual and  customary expenses incurred by each Fund  and
its  corresponding Portfolio (the "expense  undertakings"). The expenses covered
by  the  expense  undertakings  include,  but  are  not  limited  to,  transfer,
registrar, and dividend disbursing costs, legal and accounting expenses, fees of
the Administrator, insurance, the compensation and expenses of the Trustees, the
expenses  of  printing  and  mailing  reports,  notices,  and  proxies  to  Fund
shareholders, and registration fees under federal or state securities laws. Each
Fund and its corresponding Portfolio will  pay these expenses directly and  such
amounts will be deducted from the fees to be paid to Morgan Guaranty under these
Agreements.  If such amounts are more than  the amount of Morgan Guaranty's fees
under  the  Agreements,  Morgan  Guaranty   will  reimburse  the  Fund  or   its
corresponding  Portfolio,  as appropriate,  for such  excess amounts.  Under the
Trust's Agreement,  the  following expenses  are  not included  in  the  expense
undertaking:  the fees of Pierpont Group,  Inc., shareholder servicing fees, the
services agent fee, organization expenses and extraordinary expenses as  defined
in  this Agreement. Under each Portfolio's Agreement, the following expenses are
not included  in the  expense undertaking:  the fees  of Pierpont  Group,  Inc.,
custodian  fees,  advisory fees,  brokerage  expenses, the  services  agent fee,
organization expenses and extraordinary expenses as defined in this Agreement.

   The Trust's Agreement provides for each Fund to pay Morgan Guaranty a fee for
these services, which is computed  daily and may be  paid monthly, equal to  the
following  annual rates  of each Fund's  average daily net  assets: The Pierpont
Money Market  and  The Pierpont  Tax  Exempt  Money Market  Funds,  0.043%;  The
Pierpont  Treasury Money Market Fund, 0.047%;  The Pierpont Short Term Bond, The
Pierpont Tax Exempt Bond and The Pierpont Bond Funds, 0.12% of net assets up  to
$100  million  and 0.10%  of  net assets  thereafter;  The Pierpont  Equity, The
Pierpont Capital Appreciation and The  Pierpont Diversified Funds, 0.15% of  net
assets  up to $100 million and 0.13%  of net assets thereafter; and The Pierpont
International Equity and The Pierpont  Emerging Markets Equity Funds, 0.223%  of
net assets up to $100 million and 0.20% of net assets thereafter.

   The  Portfolios' Agreements provide for each Portfolio to pay Morgan Guaranty
a  fee  for  these   services,  which  is  computed   daily  and  may  be   paid

                                                                              31
<PAGE>
monthly,  equal to the following annual  rates of each Portfolio's average daily
net assets:  the Portfolios  for The  Pierpont Money  Market, The  Pierpont  Tax
Exempt  Money Market  and The Pierpont  Treasury Money Market  Funds, 0.03%; the
Portfolio for The Pierpont Short Term Bond Fund, 0.05% on net assets up to  $200
million,  and 0.03%  on net assets  thereafter; the Portfolios  for The Pierpont
Bond, The Pierpont Tax  Exempt Bond, The Pierpont  Equity, The Pierpont  Capital
Appreciation  and The Pierpont Diversified Funds, 0.10% on net assets up to $200
million, 0.05% on the next $200 million  in net assets, and 0.03% on net  assets
thereafter;  and the  Portfolios for The  Pierpont International  Equity and The
Pierpont Emerging Markets Equity Funds, 0.15% on net assets up to $200  million,
0.10%  on the next $200 million in net assets, 0.05% on the next $200 million in
net assets, and 0.03% on net assets thereafter.

   As noted above, the fee levels  of each Fund and its corresponding  Portfolio
are  expense undertakings and reflect payments made directly to third parties by
the Fund  and its  corresponding Portfolio  for services  rendered, as  well  as
payments  to  Morgan  Guaranty for  services  rendered.  For each  Fund  and its
corresponding Portfolio,  the  Trustees regularly  review  amounts paid  to  and
accounted  for  by  Morgan  Guaranty pursuant  to  these  Agreements.  Under the
Agreements, Morgan Guaranty may delegate one or more of its responsibilities  to
other  entities,  including SBDS,  at  Morgan Guaranty's  expense.  See Expenses
below.

   CUSTODIAN. State Street Bank and Trust Company, 225 Franklin Street,  Boston,
Massachusetts  02101, serves  as the  Funds' and  the Portfolios'  Custodian and
Transfer and Dividend Disbursing Agent ("Custodian").

   EXPENSES. In addition to the expenses that Morgan Guaranty assumes under  the
Financial  and Fund Accounting Services  Agreements, Morgan Guaranty has agreed,
for The Pierpont Treasury Money Market Fund until October 31, 1995, The Pierpont
Short Term Bond Fund and The Pierpont Emerging Markets Equity Fund until October
31, 1995 and  The Pierpont Diversified  Fund until June  30, 1995, to  reimburse
each  of these Funds to  the extent necessary to  maintain their Total Operating
Expenses (which includes expenses of  the Fund and its corresponding  Portfolio)
at  0.40%, 0.67%, 1.88% and 0.98%, respectively, of the Fund's average daily net
assets. In addition, Morgan Guaranty has  agreed, for The Pierpont Equity  Fund,
The  Pierpont Capital Appreciation  Fund, and The  Pierpont International Equity
Fund, through at least  May 31, 1995,  to reimburse each of  these Funds to  the
extent  necessary  to maintain  their Total  Operating Expenses  (which includes
expenses of  the Fund  and its  corresponding Portfolio)  at 0.90%,  0.90%,  and
1.38%,  respectively, of each  Fund's average daily net  assets. These limits on
certain expenses do not cover  extraordinary increases in these expenses  during
the  period and no longer apply in the  event of a precipitous decline in assets
due to unforeseen circumstances. There is no assurance that Morgan Guaranty will
continue waivers  beyond  the  specified  periods, except  as  required  by  the
following sentence. Morgan Guaranty has agreed to waive fees as necessary, if in
any  fiscal  year the  sum  of any  Fund's expenses  exceeds  the limits  set by
applicable regulations of state securities  commissions. Such annual limits  are
currently  2.5% of the first  $30 million of average net  assets, 2% of the next
$70 million of such  net assets and 1.5%  of such net assets  in excess of  $100
million for any fiscal year.

   Set forth below as a percentage of average daily net assets are Fund expenses
including  expenses of its corresponding Portfolio after fee waivers and expense
reimbursements for the most recent audited fiscal period identified in Financial
Highlights for each Fund:  The Pierpont Money Market  Fund, 0.43%; The  Pierpont
Tax  Exempt Money Market  Fund, 0.52%; The Pierpont  Treasury Money Market Fund,
0.40%; The Pierpont Short Term Bond Fund, 0.69%; The Pierpont Bond Fund,  0.78%;
The  Pierpont Tax Exempt Bond Fund, 0.71%;  The Pierpont Equity Fund, 0.90%; The
Pierpont Capital  Appreciation Fund,  0.90%; The  Pierpont International  Equity
Fund,  1.38%; The Pierpont Emerging Markets Equity Fund, 1.84%; and The Pierpont
Diversified Fund, 0.98%.

SHAREHOLDER SERVICING

   Each Fund  has entered  into a  Shareholder Servicing  Agreement with  Morgan
Guaranty  pursuant to which Morgan Guaranty  acts as shareholder servicing agent
for its customers  and other  Fund investors who  are customers  of an  Eligible
Institution,  as defined below. Each Fund has  agreed to pay Morgan Guaranty for
these services at the following annual  rates (expressed as a percentage of  the
average  daily net asset values of Fund  shares owned by or for shareholders for
whom Morgan Guaranty  is acting  as shareholder servicing  agent): The  Pierpont
Money Market and The Pierpont Treasury Money Market

32
<PAGE>
Funds,  0.18% of net assets up to $1.5 billion and 0.15% of net assets in excess
of $1.5 billion; The Pierpont Tax Exempt Money Market Fund, 0.21% of net  assets
up  to $1.5  billion and  0.16% of  net assets  in excess  of $1.5  billion; The
Pierpont Short Term  Bond, The Pierpont  Bond and The  Pierpont Tax Exempt  Bond
Funds,   0.18%  of  net  assets;  The  Pierpont  Equity,  The  Pierpont  Capital
Appreciation, The Pierpont International  Equity, The Pierpont Emerging  Markets
Equity,  The Pierpont Diversified Funds, 0.25% of net assets. Under the terms of
the Shareholder Servicing Agreement with each Fund, Morgan Guaranty may delegate
one or  more of  its responsibilities  to other  entities at  Morgan  Guaranty's
expense.

   Shareholders  should address all inquiries  to Pierpont Shareholder Services,
Morgan Guaranty Trust Company  of New York,  9 West 57th  Street, New York,  New
York 10019 or call (800) 521-5411.

   The  business days of each Fund and  its corresponding Portfolio are the days
the New York Stock Exchange is open.

PURCHASE OF SHARES

   METHOD OF PURCHASE. Investors may open accounts with a Fund only through  the
Distributor.  All purchase transactions in Fund accounts are processed by Morgan
Guaranty as shareholder servicing agent and  the Funds are authorized to  accept
any  instructions relating to a Fund account from Morgan Guaranty as shareholder
servicing agent for the  customer. All purchase orders  must be accepted by  the
Fund's  Distributor.  Investors  must  be customers  of  Morgan  Guaranty  or an
eligible institution with a Morgan Guaranty account (an "Eligible Institution").
Prospective investors who are not already customers of Morgan Guaranty may apply
to  become  customers  of  Morgan  Guaranty   for  the  sole  purpose  of   Fund
transactions.  There are no  charges associated with  becoming a Morgan Guaranty
customer for this purpose. Morgan Guaranty  reserves the right to determine  the
customers  that it will accept, and the Fund reserves the right to determine the
purchase orders that it will accept.

   Each Fund requires a minimum initial  investment of $25,000, except that  the
minimum  initial investment is $10,000 for shareholders of another Pierpont Fund
and, under current  policy, for former  shareholders of The  Pierpont Family  of
Funds.  The minimum  subsequent investment  for all  investors is  $5,000. These
minimum investment requirements may  be waived for  certain retirement plans  or
for  accounts  for the  benefit of  minors. For  purposes of  minimum investment
requirements, the Funds may aggregate investments by related shareholders.

   PURCHASE PRICE AND SETTLEMENT.  Each Fund's shares are  sold on a  continuous
basis  without a sales charge  at the net asset  value per share next determined
after receipt of an  order. Prospective investors may  purchase shares with  the
assistance  of another  Eligible Institution that  may establish  its own terms,
conditions and charges.

   THE PIERPONT MONEY MARKET, TAX EXEMPT MONEY MARKET, AND TREASURY MONEY MARKET
FUNDS. To purchase shares  in The Pierpont Money  Market Fund, The Pierpont  Tax
Exempt  Money Market Fund or The  Pierpont Treasury Money Market Fund, investors
should request  their Morgan  Guaranty representative  (or a  representative  of
their  Eligible Institution) to assist them in placing a purchase order with the
Fund's Distributor and  to transfer  immediately available funds  to the  Fund's
Distributor  on the same day. Any shareholder may also call Pierpont Shareholder
Services at (800) 521-5411 for assistance with placing an order for Fund shares.
Immediately available funds must  be received by  3:00 P.M. New  York time on  a
business  day in the case of The Pierpont Money Market and The Pierpont Treasury
Money Market Funds, and  by 11:00 A.M. New  York time on a  business day in  the
case  of  The Pierpont  Tax Exempt  Money Market  Fund, for  the purchase  to be
effective and dividends to be earned on the same day. None of The Pierpont Money
Market Fund, The Pierpont Treasury Money Market Fund, or The Pierpont Tax Exempt
Money Market Fund accepts orders after the indicated time. If funds are received
after that time  for any reason,  including that  the day is  a Federal  Reserve
holiday,  the purchase is not  effective and dividends are  not earned until the
next business day.

   THE PIERPONT SHORT  TERM BOND, BOND  AND TAX EXEMPT  BOND FUNDS. To  purchase
shares  in The  Pierpont Short Term  Bond Fund,  The Pierpont Bond  Fund and The
Pierpont Tax Exempt Bond  Fund, investors should  request their Morgan  Guaranty
representative  (or a  representative of  their Eligible  Institution) to assist
them in placing a  purchase order with the  Fund's Distributor. Any  shareholder
may  also call  Pierpont Shareholder Services  at (800)  521-5411 for assistance
with placing an order  for Fund shares.  If the Fund  receives a purchase  order
prior to 4:00 P.M. New York time on any business

                                                                              33
<PAGE>
day, the purchase of Fund shares is effective and is made at the net asset value
determined  that day. If the Fund receives  a purchase order after 4:00 P.M. New
York time, the purchase is effective and  is made at net asset value  determined
on  the  next  business  day.  All  purchase  orders  for  Fund  shares  must be
accompanied by instructions to Morgan  Guaranty (or an Eligible Institution)  to
transfer  immediately available  funds to  the Funds'  Distributor on settlement
date. The settlement date  is generally the business  day after the purchase  is
effective.  The  purchaser will  begin  to receive  the  daily dividends  on the
settlement date. See Dividends and Distributions.

   THE PIERPONT  EQUITY, CAPITAL  APPRECIATION, INTERNATIONAL  EQUITY,  EMERGING
MARKETS  EQUITY AND DIVERSIFIED FUNDS. To purchase shares in The Pierpont Equity
Fund, The Pierpont Capital Appreciation Fund, The Pierpont International  Equity
Fund,  The Pierpont  Emerging Markets Equity  Fund and  The Pierpont Diversified
Fund, investors  should  request  their Morgan  Guaranty  representative  (or  a
representative  of  their  Eligible Institution)  to  assist them  in  placing a
purchase order with the Fund's Distributor and to transfer immediately available
funds to the Funds'  Distributor on the next  business day. Any shareholder  may
also  call Pierpont Shareholder  Services at (800)  521-5411 for assistance with
placing an order for Fund shares. If the Fund receives a purchase order prior to
4:00 P.M. New  York time on  any business day,  the purchase of  Fund shares  is
effective  and  is made  at the  net asset  value determined  that day,  and the
purchaser generally becomes a holder of record on the next business day upon the
Fund's receipt of payment. If the Fund receives a purchase order after 4:00 P.M.
New York time,  the purchase is  effective and is  made at the  net asset  value
determined  on the  next business  day, and  the purchaser  becomes a  holder of
record on the following business day upon the Fund's receipt of payment.

   ELIGIBLE INSTITUTIONS.  The services  provided by  Eligible Institutions  may
include  establishing and maintaining  shareholder accounts, processing purchase
and redemption transactions,  arranging for bank  wires, performing  shareholder
sub-accounting,  answering  client  inquiries  regarding  the  Trust,  assisting
clients in  changing  dividend  options,  account  designations  and  addresses,
providing   periodic  statements  showing  the   client's  account  balance  and
integrating these statements with  those of other  transactions and balances  in
the  client's other accounts serviced  by the Eligible Institution, transmitting
proxy   statements,   periodic   reports,   updated   prospectuses   and   other
communications  to shareholders and,  with respect to  meetings of shareholders,
collecting, tabulating and forwarding executed proxies and obtaining such  other
information  and  performing  such  other services  as  Morgan  Guaranty  or the
Eligible Institution's clients may  reasonably request and  agree upon with  the
Eligible  Institution. Eligible Institutions may  separately establish their own
terms, conditions and charges for providing the aforementioned services and  for
providing other services.

REDEMPTION OF SHARES

   METHOD  OF REDEMPTION.  To redeem  shares in  any of  The Pierpont  Funds, an
investor may instruct  Morgan Guaranty or  his or her  Eligible Institution,  as
appropriate,  to  submit a  redemption request  to the  appropriate Fund  or may
telephone Pierpont Shareholder Services directly at (800) 521-5411 and give  the
Shareholder   Service   Representative   a   preassigned   shareholder  Personal
Identification Number  and the  amount  of the  redemption. Each  Fund  executes
effective  redemption requests at the next determined net asset value per share.
See Net Asset Value. See Additional Information below for an explanation of  the
telephone redemption policy of The Pierpont Funds.

   THE PIERPONT MONEY MARKET, TAX EXEMPT MONEY MARKET, AND TREASURY MONEY MARKET
FUNDS.  A redemption request received  on a business day  prior to 1:00 P.M. New
York time in the case of The Pierpont Money Market Fund or The Pierpont Treasury
Money Market Fund,  and prior to  11:00 A.M. New  York time in  the case of  The
Pierpont  Tax Exempt Money Market  Fund, is effective on  that day. A redemption
request received after that time becomes effective on the next day. Proceeds  of
an  effective redemption  are generally  deposited the  same day  in immediately
available funds  to the  shareholder's  account at  Morgan  Guaranty or  at  his
Eligible  Institution or, in the case  of certain Morgan Guaranty customers, are
mailed by check in accordance with the customer's instructions. If a  redemption
request  becomes effective on a day when the New York Stock Exchange is open but
which is a Federal Reserve holiday, the proceeds are paid the next business day.
See Further Redemption Information.

   THE PIERPONT SHORT TERM  BOND, BOND AND TAX  EXEMPT BOND FUNDS. A  redemption
request received by The Pierpont Short Term Bond Fund, The Pierpont Bond Fund or
The  Pierpont Tax Exempt Bond Fund prior to 4:00 P.M. New York time is effective
on that day. A redemption request received

34
<PAGE>
after that  time becomes  effective on  the next  business day.  Proceeds of  an
effective  redemption are deposited on  settlement date in immediately available
funds to the shareholder's account at Morgan Guaranty or at his or her  Eligible
Institution  or, in the case of certain Morgan Guaranty customers, are mailed by
check or wire transferred  in accordance with  the customer's instructions.  The
redeemer  will continue  to receive  dividends on  these shares  through the day
before the settlement date. Settlement date  is generally the next business  day
after  a redemption is effective and,  subject to Further Redemption Information
below, in any event is within seven days. See Dividends and Distributions.

   THE PIERPONT  EQUITY, CAPITAL  APPRECIATION, INTERNATIONAL  EQUITY,  EMERGING
MARKETS  EQUITY  AND DIVERSIFIED  FUNDS. A  redemption  request received  by The
Pierpont Equity  Fund,  The Pierpont  Capital  Appreciation Fund,  The  Pierpont
International  Equity Fund,  The Pierpont  Emerging Markets  Equity Fund  or The
Pierpont Diversified Fund prior to 4:00 P.M. New York time is effective on  that
day. A redemption request received after that time becomes effective on the next
business  day. Proceeds of  an effective redemption  are generally deposited the
next business day in immediately available funds to the shareholder's account at
Morgan Guaranty or at his Eligible Institution or, in the case of certain Morgan
Guaranty customers, are mailed by check  or wire transferred in accordance  with
the  customer's  instructions, and,  subject  to Further  Redemption Information
below, in any event are paid within seven days.

   MANDATORY REDEMPTION BY THE FUND. If the value of a shareholder's holdings in
any  Fund  falls  below  $10,000  because   of  a  redemption  of  shares,   the
shareholder's  remaining shares  may be  redeemed 60  days after  written notice
unless the account is increased to  $10,000 or more. For example, a  shareholder
whose  initial  and  only investment  is  $10,000  may be  subject  to mandatory
redemption resulting from any  redemption that causes his  or her investment  to
fall below $10,000.

   FURTHER  REDEMPTION INFORMATION.  Investors should be  aware that redemptions
from The Pierpont  Funds may not  be processed  if a redemption  request is  not
submitted  in proper form.  To be in  proper form, The  Pierpont Funds must have
received the  shareholder's  taxpayer  identification  number  and  address.  As
discussed  under  Taxes below,  The  Pierpont Funds  may  be required  to impose
"back-up" withholding  of federal  income tax  on dividends,  distributions  and
redemption  of  proceeds  when  non-corporate  investors  have  not  provided  a
certified taxpayer  identification number.  In addition,  if a  Morgan  Guaranty
customer  sends a check to  Morgan Guaranty for the  purchase of Fund shares and
shares are purchased  with funds made  available by Morgan  Guaranty before  the
check  has cleared, the transmittal of  redemption proceeds from the shares will
occur upon clearance of the check which may take up to 15 days.

   Each of  The  Pierpont Funds  reserves  the right  to  suspend the  right  of
redemption  and to postpone the date of  payment upon redemption for up to seven
days and for such other periods as the Investment Company Act of 1940 or the SEC
may permit. See Redemption of Shares in the Statement of Additional Information.

EXCHANGE OF SHARES

   An investor may exchange shares from any of The Pierpont Funds into any other
Pierpont Fund or JPM 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 each  of those  fund's
minimum  investment amount.  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. See Purchase of Shares and  Redemption
of  Shares in this Prospectus and in  the prospectuses for The JPM Institutional
Funds. See also Additional Information below for an explanation of the telephone
exchange policy of The Pierpont Funds.

   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. Each fund reserves  the right to discontinue,  alter or limit its
exchange  privilege  at  any  time.  For  investors  in  certain  states,  state
securities laws may restrict the availability of the exchange privilege.

                                                                              35
<PAGE>
DIVIDENDS AND DISTRIBUTIONS

   THE  PIERPONT MONEY MARKET, TAX EXEMPT MONEY MARKET AND TREASURY MONEY MARKET
FUNDS. In the case of  The Pierpont Money Market  Fund, The Pierpont Tax  Exempt
Money  Market Fund  and The  Pierpont Treasury  Money Market  Fund, all  of each
Fund's net investment income is declared  as a dividend daily and paid  monthly.
If  an  investor's  shares  are  redeemed during  a  month,  accrued  but unpaid
dividends are paid with  the redemption proceeds. The  net investment income  of
each Fund for dividend purposes consists of its pro rata share of the net income
of   the  corresponding  Portfolio  less  the  Fund's  expenses.  Dividends  and
distributions are payable to shareholders of record at the time of  declaration.
The  net investment income of  The Pierpont Money Market  Fund, The Pierpont Tax
Exempt Money Market Fund  and The Pierpont Treasury  Money Market Fund for  each
business  day is determined immediately prior  to the determination of net asset
value. Net investment income for other days is determined at the time net  asset
value  is determined  on the  prior business day.  Shares of  The Pierpont Money
Market Fund, The Pierpont Tax Exempt Money Market Fund and The Pierpont Treasury
Money Market  Fund  earn  dividends  on  the  business  day  their  purchase  is
effective,  but  not  on the  business  day  redemption proceeds  are  paid. See
Purchase of Shares and Redemption of Shares.

   Substantially all the  realized net capital  gains, if any,  of The  Pierpont
Money  Market Fund, The Pierpont Tax Exempt  Money Market Fund, and The Pierpont
Treasury Money Market Fund are declared and paid on an annual basis, except that
an additional capital  gains distribution may  be made  in a given  year to  the
extent necessary to avoid the imposition of federal excise tax on a Fund.

   THE  PIERPONT SHORT TERM  BOND, BOND AND  TAX EXEMPT BOND  FUNDS. Each of The
Pierpont Short  Term Bond  Fund, The  Pierpont Bond  Fund and  The Pierpont  Tax
Exempt  Bond Fund intends to distribute  substantially all of its net investment
income. The net investment income of each  Fund is declared as a dividend  daily
immediately  prior to the  determination of the  net asset value  of the Fund on
that day and paid monthly. If an investor's shares are redeemed during a  month,
accrued  but unpaid  dividends are  paid with  the redemption  proceeds. The net
investment income of each  Fund for dividend purposes  consists of its pro  rata
share of the net income of the corresponding Portfolio less the Fund's expenses.
Expenses  of  each Fund  and  Portfolio, including  the  fees payable  to Morgan
Guaranty, are accrued daily.  Shares will accrue dividends  as long as they  are
issued  and outstanding. Shares are issued  and outstanding as of the settlement
date of a purchase order to the settlement date of a redemption order.

   Substantially all the realized net capital  gains of The Pierpont Short  Term
Bond  Fund, The  Pierpont Bond Fund  and The  Pierpont Tax Exempt  Bond Fund are
declared and paid on  an annual basis, except  that an additional capital  gains
distribution  may be made in  a given year to the  extent necessary to avoid the
imposition of federal excise tax on a Fund.

   THE PIERPONT  EQUITY, CAPITAL  APPRECIATION, INTERNATIONAL  EQUITY,  EMERGING
MARKETS  EQUITY AND DIVERSIFIED FUNDS. Dividends consisting of substantially all
the Fund's net investment income, if any, are declared and paid twice a year for
The  Pierpont  Equity,  The  Pierpont  Capital  Appreciation  and  The  Pierpont
Diversified  Funds and  annually for The  Pierpont International  Equity and The
Pierpont Emerging  Markets  Equity  Funds.  These  Funds  may  also  declare  an
additional  dividend of  net investment  income in  a given  year to  the extent
necessary  to  avoid  the  imposition  of  federal  excise  tax  on  the  Funds.
Substantially  all the realized  net capital gains for  these Funds are declared
and  paid  on  an  annual  basis,  except  that  an  additional  capital   gains
distribution  may be made in  a given year to the  extent necessary to avoid the
imposition of federal excise tax on a Fund. Declared dividends and distributions
are payable to shareholders of record on the record date.

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

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<PAGE>
NET ASSET VALUE

   Net asset value per share for each Fund is determined by subtracting from the
value of the  Fund's total  assets (i.e.,  the value  of its  investment in  its
corresponding  Portfolio and  other assets)  the amount  of its  liabilities and
dividing the remainder by the number  of its outstanding shares, rounded to  the
nearest  cent.  Expenses, including  the fees  payable  to Morgan  Guaranty, are
accrued daily. Each of the Portfolios for The Pierpont Money Market, Tax  Exempt
Money  Market and Treasury Money Market  Funds value all portfolio securities by
the amortized cost method.  This method attempts to  maintain for each of  these
Funds  a constant net asset value per share of $1.00. No assurances can be given
that this  goal  can be  attained.  See Net  Asset  Value in  the  Statement  of
Additional Information for more information on valuation of portfolio securities
for these Portfolios.

   Each  of The Pierpont Funds computes its net asset value once daily on Monday
through Friday, except that the net asset value is not computed for a Fund on  a
day  in which no orders to purchase or  redeem Fund shares have been received or
on the holidays  listed under  Net Asset Value  in the  Statement of  Additional
Information.  The Pierpont  Funds compute net  asset value as  follows, New York
time: The Pierpont Money Market Fund, The Pierpont Tax Exempt Money Market Fund,
The Pierpont Treasury Money Market Fund, The Pierpont Tax Exempt Bond Fund,  The
Pierpont  International  Equity Fund  and The  Pierpont Emerging  Markets Equity
Fund, 4:00  P.M.; The  Pierpont Short  Term Bond  Fund, The  Pierpont Bond,  The
Pierpont  Equity Fund, The  Pierpont Capital Appreciation  Fund and The Pierpont
Diversified Fund, 4:15 P.M.

ORGANIZATION

   The Trust was  organized on November  4, 1992 as  an unincorporated  business
trust   under  Massachusetts  law   and  is  an  entity   commonly  known  as  a
"Massachusetts business 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. To  date, shares  of the  eleven series  described in this
Prospectus have been authorized and are available for sale to the public. Shares
of one additional  series, The Pierpont  New York Total  Return Bond Fund,  have
also  been authorized and are available for sale to the public. The Pierpont New
York Total Return Bond Fund is described in, and offered pursuant to, a separate
prospectus. No series of shares will have any preference over any other  series.
See Massachusetts Trust in the Statement of Additional Information.

   The Declaration of Trust for the Trust provides that no Trustee, shareholder,
officer, employee, or agent of any Fund shall be held to any personal liability,
nor  shall resort be had  to their private property  for the satisfaction of any
obligation or claim or otherwise in connection with the affairs of any Fund, but
that the Trust Property only shall be liable.

   Shareholders of each Fund are entitled to one vote for each share and to  the
appropriate  fractional vote for  each fractional share.  There is no cumulative
voting. Shares have no  preemptive or conversion rights.  Shares are fully  paid
and  non-assessable by each Fund. The Trust  has adopted a policy of not issuing
share certificates. The Trust does not  intend to hold meetings of  shareholders
annually.  The  Trustees  may  call  meetings  of  shareholders  for  action  by
shareholder vote as may be required by either the Investment Company Act of 1940
or the Declaration of Trust. The Trustees will call a meeting of shareholders to
vote on removal of a Trustee upon  the written request of the record holders  of
ten  percent of Trust shares and  will assist shareholders in communicating with
each other  as  prescribed  in  Section  16(c) of  the  1940  Act.  For  further
organization  information, including certain shareholder rights, see Description
of Shares in the Statement of Additional Information.

   Each Portfolio,  in which  all  the assets  of  each corresponding  Fund  are
invested,  is organized as a trust under the laws of the State of New York. Each
Portfolio's Declaration  of Trust  provides  that the  Fund and  other  entities
investing  in the Portfolio (e.g., other investment companies, insurance company
separate accounts and common and commingled trust funds) will each be liable for
all obligations  of  the  Portfolio.  However, the  risk  of  a  Fund  incurring
financial loss on account of such liability is limited to circumstances in which
both  inadequate insurance existed  and the Portfolio itself  was unable to meet
its obligations. Accordingly, the Trustees of  the Trust believe that neither  a
Fund  nor its  shareholders will  be adversely  affected by  reason of  a Fund's
investing in a Portfolio.

                                                                              37
<PAGE>
TAXES

   The following discussion  of tax consequences  is based on  U.S. federal  tax
laws  in effect on the  date of this Prospectus.  These laws and regulations are
subject to change by legislative  or administrative action. Investors are  urged
to  consult their  own tax  advisors with  respect to  specific questions  as to
federal taxes and with respect to the applicability of state or local taxes. See
Taxes in the Statement  of Additional Information. Annual  statements as to  the
current  federal  tax  status of  distributions,  if applicable,  are  mailed to
shareholders after the end of the taxable year for the Funds.

   The Trust  intends to  qualify each  of  the Funds  as a  separate  regulated
investment  company under Subchapter M of the  Internal Revenue Code of 1986, as
amended. As a regulated investment company,  each Fund should not be subject  to
federal income taxes or federal excise taxes if all of its net investment income
and  capital gains less any available capital loss carryforwards are distributed
to shareholders within allowable time limits. Each Portfolio intends to  qualify
as  an association treated as a partnership  for federal income tax purposes. As
such, each Portfolio  should not  be subject  to tax.  Each Fund's  status as  a
regulated   investment  company  is  dependent   on,  among  other  things,  the
corresponding Portfolio's continued qualification  as a partnership for  federal
income tax purposes.

   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.

   THE  PIERPONT MONEY MARKET FUND; THE PIERPONT TREASURY MONEY MARKET FUND; THE
PIERPONT SHORT TERM BOND FUND; THE PIERPONT BOND FUND; THE PIERPONT EQUITY FUND;
THE PIERPONT CAPITAL APPRECIATION FUND; THE PIERPONT INTERNATIONAL EQUITY  FUND;
THE  PIERPONT EMERGING  MARKETS EQUITY FUND  AND THE  PIERPONT DIVERSIFIED FUND.
Distributions of net investment income and realized net short-term capital gains
in excess of  net long-term  capital losses are  taxable as  ordinary income  to
shareholders  of The  Pierpont Money  Market Fund,  The Pierpont  Treasury Money
Market Fund, The  Pierpont Short  Term Bond Fund,  The Pierpont  Bond Fund,  The
Pierpont  Equity  Fund, The  Pierpont  Capital Appreciation  Fund,  The Pierpont
International Equity Fund,  The Pierpont  Emerging Markets Equity  Fund and  The
Pierpont  Diversified  Fund, whether  such distributions  are  taken in  cash or
reinvested in  additional  shares.  Distributions  of  this  type  to  corporate
shareholders  of The  Pierpont Money  Market Fund,  The Pierpont  Treasury Money
Market Fund, The Pierpont Short  Term Bond Fund and  The Pierpont Bond Fund  are
not eligible for the dividends-received deduction; however, The Pierpont Equity,
The  Pierpont Capital Appreciation  and The Pierpont  Diversified Funds expect a
portion of these distributions to corporate shareholders to be eligible for  the
dividends-received   deduction.   Distributions  of   this  type   to  corporate
shareholders of  The Pierpont  International Equity  and The  Pierpont  Emerging
Markets  Equity  Funds will  not  qualify for  the  dividends-received deduction
because the income of these Funds will  not consist of dividends paid by  United
States corporations.

   Distributions  of net  long-term capital  gains in  excess of  net short-term
capital losses are taxable to shareholders  of each of these Funds as  long-term
capital  gains regardless of how long a  shareholder has held shares in the Fund
and regardless of  whether taken  in cash  or reinvested  in additional  shares.
Long-term capital gains distributions to corporate shareholders are not eligible
for  the dividends-received  deduction. The Pierpont  Money Market  Fund and The
Pierpont Treasury Money Market Fund do  not expect to realize long-term  capital
gains  and thus do not contemplate  paying distributions taxable to shareholders
who are subject to tax as long-term capital gains.

   In the case of The Pierpont Short  Term Bond Fund and The Pierpont Bond  Fund
any distribution of 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. In the  case of  The Pierpont  Equity Fund,  The Pierpont  Capital
Appreciation Fund, The Pierpont International Equity Fund, The Pierpont Emerging
Markets  Equity Fund and The Pierpont  Diversified Fund, any distribution of net
investment income or capital gains will have  the same effect. 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.

   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

38
<PAGE>
one  year, and otherwise as  short-term capital gain or  loss. However, any loss
realized by a shareholder upon the redemption or exchange of shares in the  Fund
held  for six months or less will be  treated as a long-term capital loss to the
extent of any long-term capital  gain distributions received by the  shareholder
with respect to such shares.

   In  the case of The Pierpont  Treasury Money Market Fund, shareholders should
consult their tax advisors to assess  the consequences of investing in the  Fund
under  state and local laws. Interest income derived from Treasury Securities is
generally not subject to state and  local personal income taxation. Most  states
allow  a  pass-through  to  the  individual  shareholders  of  the  Fund  of the
tax-exempt character  of  this  income, subject  to  certain  restrictions,  for
purposes of those states' personal income taxes.

   The  Pierpont  International Equity  Fund and  The Pierpont  Emerging Markets
Equity Fund are  subject to  foreign withholding  taxes with  respect to  income
received from sources within certain foreign countries. So long as more than 50%
of  the  value of  the Fund's  total assets  at  the close  of any  taxable year
consists of stock or securities of  foreign corporations, the Fund may elect  to
treat  any  such  foreign  income taxes  paid  by  it as  paid  directly  by its
shareholders. The Fund will make such an election  only if it deems it to be  in
the  best interests of its shareholders  and will notify shareholders in writing
each year if it makes the election and of the amount of foreign income taxes, if
any, to be treated as paid by the shareholders. If the Fund makes the  election,
each  shareholder will be required to  include in income his proportionate share
of the amount of foreign income taxes paid  by the Fund and will be entitled  to
claim  either a  credit (which  is subject to  certain limitations),  or, if the
shareholder itemizes deductions, a deduction for his share of the foreign income
taxes in  computing his  federal income  tax liability.  (No deduction  will  be
permitted to individuals in computing their alternative minimum tax liability.)

   THE  PIERPONT TAX EXEMPT MONEY MARKET AND TAX EXEMPT BOND FUNDS. The Pierpont
Tax Exempt Money Market Fund and The Pierpont Tax Exempt Bond Fund each  intends
to  qualify to pay  exempt-interest dividends to its  shareholders by having, at
the close of each quarter of its taxable year, at least 50% of the value of  its
total  assets consist of  tax exempt securities.  An exempt-interest dividend is
that part  of dividend  distributions  made by  these  Funds which  consists  of
interest  received  by  the  Funds  on  tax  exempt  securities. Exempt-interest
dividends received  from these  Funds will  be treated  for federal  income  tax
purposes  as  tax  exempt interest  income.  In  view of  the  Funds' investment
policies, it is expected that a substantial portion of the Funds' dividends will
be exempt-interest dividends, although the Funds  may from time to time  realize
and  distribute net short-term  capital gains and may  invest limited amounts in
taxable securities under certain circumstances. See Taxable Investments for  The
Pierpont Tax Exempt Funds.

   Interest  on certain tax exempt municipal  obligations issued after August 7,
1986 is a preference item for purposes of the alternative minimum tax applicable
to individuals and corporations. Under tax regulations to be issued, the portion
of an  exempt-interest  dividend  of  a regulated  investment  company  that  is
allocable to these obligations will be treated as a preference item for purposes
of  the alternative minimum tax.  The Pierpont Tax Exempt  Money Market Fund and
The Pierpont  Tax Exempt  Bond  Fund have  limited  their investments  to  those
securities  the interest on  which will not  be treated as  preference items for
purposes of the alternative minimum tax in  the opinion of bond counsel for  the
issuer.  The Pierpont Tax Exempt  Money Market Fund and  The Pierpont Tax Exempt
Bond Fund currently have no intention of investing in obligations subject to the
alternative minimum tax under normal market conditions.

   Corporations should,  however,  be  aware  that  interest  on  all  municipal
securities  will be  included in calculating  (i) adjusted  current earnings for
purposes of the alternative minimum tax applicable to them, (ii) the  additional
tax  imposed on certain corporations  by the Superfund Revenue  Act of 1986, and
(iii) the foreign branch profits  tax imposed on effectively connected  earnings
and  profits  of United  States branches  of foreign  corporations. Furthermore,
special tax provisions may apply to certain financial institutions and  property
and  casualty insurance  companies, and they  should consult  their tax advisors
before purchasing shares of these Funds.

   Interest on indebtedness incurred  or continued by  a shareholder (whether  a
corporation  or an individual) to purchase or carry shares of these Funds is not
deductible. The Treasury  has been  given authority to  issue regulations  which
would disallow the interest deduction if incurred to purchase or carry shares of
these  Funds owned by the taxpayer's spouse, minor child or entity controlled by
the taxpayer.  Entities  or persons  who  are "substantial  users"  (or  related
persons)  of facilities  financed by tax  exempt bonds should  consult their tax
advisors before purchasing shares of these Funds.

   Distributions of  taxable  net  investment income,  realized  net  short-term
capital  gains  in excess  of net  long-term capital  losses, and  net long-term
capital gains in excess of net short-term capital losses by these Funds, as well
as gains or losses  realized on the  redemption or exchange  of shares of  these
Funds, are

                                                                              39
<PAGE>
generally treated as described above under the heading Taxes, The Pierpont Money
Market  Fund, The Pierpont  Treasury Money Market Fund,  The Pierpont Bond Fund,
The Pierpont  Short Term  Bond  Fund, The  Pierpont  Equity Fund,  The  Pierpont
Capital  Appreciation Fund, The Pierpont International Equity Fund, The Pierpont
Emerging Markets  Equity  Fund  and  The Pierpont  Diversified  Fund.  Any  loss
realized by a shareholder, however, upon the redemption or exchange of shares in
these  Funds held  six months or  less will be  disallowed to the  extent of any
exempt-interest dividends  received by  the shareholder  with respect  to  these
shares.  See Taxes in  the Statement of Additional  Information. In addition, in
the case of The Pierpont Tax Exempt Bond Fund, any distribution of capital gains
will have the effect of reducing the net asset value of Fund shares as described
under the same heading.

ADDITIONAL INFORMATION

   Each of The Pierpont Funds sends  to its shareholders annual and  semi-annual
reports.  The financial  statements appearing in  annual reports  are audited by
independent accountants. Shareholders  also will be  sent confirmations of  each
purchase and redemption and monthly statements, reflecting all account activity,
including  dividends and  any distributions  reinvested in  additional shares or
credited as cash.

   All  shareholders   are  given   the  privilege   to  initiate   transactions
automatically  by telephone upon opening an account. However, an investor should
be aware that a transaction authorized  by telephone and reasonably believed  to
be  genuine  by  the Fund,  Morgan  Guaranty,  his Eligible  Institution  or the
Distributor may subject  the investor  to risk of  loss if  such instruction  is
subsequently  found  not  to  be  genuine.  Each  Fund  will  employ  reasonable
procedures, including requiring investors to give their personal  identification
number   and  tape  recording   of  telephone  instructions,   to  confirm  that
instructions communicated from investors  by telephone are  genuine; if it  does
not,  it or the Shareholder Servicing Agent may  be liable for any losses due to
unauthorized or fraudulent instructions.

   The Pierpont Funds may make historical performance information available  and
may  compare  their  performance  to  other  investments  or  relevant  indexes,
including data from Lipper Analytical Services, Inc., Morningstar Inc., Micropal
Inc., Ibbotson Associates, Standard  & Poor's 500  Composite Stock Price  Index,
the  Dow Jones Industrial Average, the  Frank Russell Indexes and other industry
publications. The  Pierpont  International  Equity Fund  may  also  compare  its
performance  to the EAFE  Index and the  Financial Times World  Stock Index. The
Pierpont Money  Market Fund  and The  Pierpont Treasury  Money Market  Fund  may
compare their performance to Donoghue's Money Market fund averages. The Pierpont
Money  Market  Fund, The  Pierpont Tax  Exempt Money  Market Fund,  The Pierpont
Treasury Money Market Fund, The Pierpont Short Term Bond Fund, The Pierpont Bond
Fund and The Pierpont Tax Exempt  Bond Fund may advertise "yield"; The  Pierpont
Money  Market Fund, The Pierpont  Tax Exempt Money Market  Fund and The Pierpont
Treasury Money  Market  Fund  may  also advertise  "effective  yield";  and  The
Pierpont  Tax Exempt Money Market Fund and The Pierpont Tax Exempt Bond Fund may
also advertise "tax equivalent yield."

   In the case of The Pierpont Money Market Fund, The Pierpont Tax Exempt  Money
Market Fund and The Pierpont Treasury Money Market Fund, the yield refers to the
net  income generated  by an  investment in  each of  these Funds  over a stated
seven-day period. This  income is  then annualized--i.e., the  amount of  income
generated  by the investment  during that week  is assumed to  be generated each
week over a 52-week period  and is shown as a  percentage of the investment.  In
the  case of  The Pierpont  Short Term  Bond Fund,  The Pierpont  Bond Fund, The
Pierpont Tax Exempt Bond Fund and The Pierpont Equity Fund, the yield refers  to
the  net income generated by an investment in  each of these Funds over a stated
30-day period.  This  income is  then  annualized--i.e., the  amount  of  income
generated  by the investment during the 30-day period is assumed to be generated
each 30-day  period for  twelve periods  and is  shown as  a percentage  of  the
investment. The income earned on the investment is also assumed to be reinvested
at  the end of the sixth 30-day period. In the case of The Pierpont Money Market
Fund, The Pierpont Tax Exempt Money Market Fund and The Pierpont Treasury  Money
Market  Fund, the effective yield is calculated  similarly to the yield for each
of these Funds, but, when annualized, the income earned by an investment in each
of the Funds is assumed to be  reinvested; the effective yield will be  slightly
higher  than  the  yield  because  of the  compounding  effect  of  this assumed
reinvestment.  In   the  case   of  The   Pierpont  Tax   Exempt  Money   Market

40
<PAGE>
Fund  and  The  Pierpont Tax  Exempt  Bond  Fund, the  tax  equivalent  yield is
calculated similarly to the yield for each of these Funds, except that the yield
is increased using  a stated income  tax rate to  demonstrate the taxable  yield
necessary to produce an after-tax equivalent to each of these Funds.

   Each  of the  Funds may advertise  "total return"  and non-standardized total
return data. The total return  shows what an investment  in each of these  Funds
would  have earned over  a specified period of  time (one, five  or ten years or
since commencement of operations, if  less) assuming that all distributions  and
dividends  by  the Fund  were reinvested  on the  reinvestment dates  during the
period and less all recurring fees. These methods of calculating yield and total
return are required by  regulations of the  Securities and Exchange  Commission.
Yield  and total return  data similarly calculated,  unless otherwise indicated,
over other specified periods of time may  also be used. See Performance Data  in
the  Statement of Additional  Information. All performance  figures are based on
historical earnings  and  are  not  intended  to  indicate  future  performance.
Performance   information  may  be  obtained  by  calling  The  Pierpont  Funds'
Distributor at (800) 847-9487.

                                                                              41
<PAGE>
APPENDIX

   The Portfolios for each of The Pierpont Bond, Short Term Bond and Diversified
Funds  may (a) purchase exchange traded and  over the counter (OTC) put and call
options on fixed income securities and  indexes of fixed income securities,  (b)
purchase  and sell futures  contracts on fixed income  securities and indexes of
fixed income  securities  and (c)  purchase  put  and call  options  on  futures
contracts  on fixed income securities and indexes of fixed income securities. In
addition, the  Portfolio for  the  Diversified Fund  may sell  (write)  exchange
traded  and OTC put and  call options on fixed  income securities and indexes of
fixed income securities and on futures contracts on fixed income securities  and
indexes of fixed income securities.

   The  Portfolios  for  each  of  The  Pierpont  Equity,  Capital Appreciation,
International Equity,  Emerging Markets  Equity and  Diversified Funds  may  (a)
purchase  exchange traded and 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 put and call options on futures contracts
on indexes of equity  securities. In addition, the  Portfolios for the  Emerging
Markets  Equity and Diversified  Funds may sell (write)  exchange traded and OTC
put and call options on equity  securities and indexes of equity securities  and
on futures contracts on indexes of equity securities.

   Each  of these Portfolios  may use futures contracts  and options for hedging
purposes. The Portfolios for  each of The Pierpont  Emerging Markets Equity  and
Diversified Funds may also use futures contracts and options for risk management
purposes.  See Risk Management in the  Statement of Additional Information. None
of the Portfolios may use futures contracts and options for speculation.

   Each of these Portfolios may utilize options and futures contracts to  manage
their  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  Portfolio'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 Portfolio's overall  strategy in a  manner
deemed  appropriate to the  Advisor and consistent  with a Portfolio'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 Portfolio's return. While the use of these instruments
by  a Portfolio  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  Portfolio's
return. Certain strategies limit a Portfolio's possibilities to realize gains as
well  as limiting  its exposure to  losses. The Portfolio  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 Portfolio 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 Portfolio's turnover rate.

   Each of  the Portfolios  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 (i)  the
aggregate  premiums paid on all  such options which are held  at any time do not
exceed 20% of the Portfolio's net assets, and (ii) the aggregate margin deposits
required on all such futures or options  thereon held at any time do not  exceed
5% of the Portfolio's total assets. In addition, the Portfolios for The Pierpont
Emerging  Markets Equity and Diversified Funds will not purchase or sell (write)
futures contracts, options on  futures contracts or  commodity options for  risk
management  purposes if, as  a result, the aggregate  initial margin and options
premiums required to establish these positions exceed 5% of the net asset  value
of such Portfolio.

42
<PAGE>
OPTIONS

   PURCHASING  PUT AND  CALL OPTIONS.  By purchasing  a put  option, a Portfolio
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 Portfolio 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.  The
Portfolio  may  terminate its  position  in a  put  option it  has  purchased by
allowing it to expire or by exercising the option. The Portfolio 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, the Portfolio  will
lose  the entire premium it  paid. If the Portfolio exercises  a put option on a
security, it will sell the instrument underlying the option at the strike price.
If the Portfolio 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 Portfolio 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 Portfolio 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.  The Portfolio  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 Portfolio  has written, however,  the Portfolio 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 Portfolio  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.  Each  Portfolio   permitted  to  enter  into  options
transactions may purchase put and call options on any securities index based  on
securities  in which the  Portfolio may invest. The  Portfolios for The Pierpont
Emerging Markets Equity and Diversified Funds may also sell (write) put and call
options on such indexes. Options on securities indexes are similar to options on

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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  Portfolio, 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 Portfolio'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 Portfolio may not be able to close out an option position that
it has previously  entered into. When  a Portfolio purchases  an OTC option,  it
will  be relying on its counterparty to perform its obligations, and a Portfolio
may incur additional losses if the counterparty is unable to perform.

FUTURES CONTRACTS

   When a  Portfolio purchases  a  futures contract,  it  agrees to  purchase  a
specified  quantity of an underlying instrument at a specified future date or to
make a cash payment based on the  value of a securities index. When a  Portfolio
sells  a  futures  contract, it  agrees  to  sell a  specified  quantity  of the
underlying instrument at a  specified future date or  to receive a cash  payment
based  on the value of  a securities index. The price  at which the purchase and
sale will  take place  is fixed  when the  Portfolio enters  into the  contract.
Futures  can be  held until  their delivery  dates or  the position  can be (and
normally is) closed  out before  then. There is  no assurance,  however, that  a
liquid  market will exist  when the Portfolio  wishes to close  out a particular
position.

   When a  Portfolio purchases  a futures  contract, the  value of  the  futures
contract  tends  to  increase and  decrease  in  tandem with  the  value  of its
underlying instrument.  Therefore, purchasing  futures  contracts will  tend  to
increase  a Portfolio's exposure to positive  and negative price fluctuations in
the underlying instrument, much as if it had purchased the underlying instrument
directly. When a Portfolio sells a  futures contract, by contrast, the value  of
its  futures position will tend to move in  a direction contrary to the value of
the underlying instrument.  Selling futures contracts,  therefore, will tend  to
offset  both  positive  and  negative  market  price  changes,  much  as  if the
underlying instrument had been sold.

   The purchaser or seller of a futures  contract is not required to deliver  or
pay for the underlying instrument unless the contract is held until the delivery
date.  However, when  a Portfolio buys  or sells  a futures contract  it will be
required to deposit "initial margin" with its Custodian in a segregated  account
in the name of its futures broker, known as a futures commission merchant (FCM).
Initial  margin  deposits  are typically  equal  to  a small  percentage  of the
contract's value. If the value of  either party's position declines, that  party
will  be required  to make additional  "variation margin" payments  equal to the
change in value on a daily basis. The  party that has a gain may be entitled  to
receive  all or a portion  of this amount. A Portfolio  may be obligated to make
payments of variation  margin at a  time when  it is disadvantageous  to do  so.
Furthermore,  it may  not always be  possible for  a Portfolio to  close out its
futures positions. Until it closes out  a futures position, a Portfolio will  be
obligated  to continue  to pay  variation margin.  Initial and  variation margin
payments do not constitute purchasing on margin for purposes of the  Portfolios'
investment  restrictions. In the  event of the  bankruptcy of an  FCM that holds
margin on behalf  of a Portfolio,  the Portfolio  may be entitled  to return  of
margin  owed to it only in proportion to  the amount received by the FCM's other
customers, potentially resulting in losses to the Portfolio.

   Each Portfolio will segregate liquid, high quality assets in connection  with
its  use of options and futures contracts to the extent required by the staff of
the Securities and Exchange Commission. 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 Portfolio's  assets could impede
portfolio management or the Portfolio's  ability to meet redemption requests  or
other current obligations.

   For  further information about the Portfolios' use of futures and options and
a more detailed discussion  of associated risks,  see Investment Objectives  and
Policies in the Statement of Additional Information.

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NO  DEALER,  SALESMAN  OR ANY  OTHER  PERSON  HAS BEEN  AUTHORIZED  TO  GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS,  OTHER THAN THOSE CONTAINED IN  THIS
PROSPECTUS,  IN CONNECTION WITH  THE OFFER CONTAINED IN  THIS PROSPECTUS AND, IF
GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON
AS HAVING BEEN AUTHORIZED BY THE TRUST OR THE DISTRIBUTOR. THIS PROSPECTUS  DOES
NOT  CONSTITUTE  AN OFFER  BY  THE TRUST  OR  BY THE  DISTRIBUTOR  TO SELL  OR A
SOLICITATION OF ANY OFFER  TO BUY ANY  OF THE SECURITIES  OFFERED HEREBY IN  ANY
JURISDICTION  TO  ANY  PERSON  TO WHOM  IT  IS  UNLAWFUL FOR  THE  TRUST  OR THE
DISTRIBUTOR TO MAKE SUCH OFFER IN SUCH JURISDICTION.


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