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PROSPECTUS
The Pierpont International Equity Fund
6 St. James Avenue
Boston, Massachusetts 02116
For information call (800) 521-5411
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 International Equity Fund (the "Fund") is a diversified no-load
mutual fund for which there are no sales charges or exchange or redemption fees.
The Fund is a series of The Pierpont Funds, an open-end management investment
company organized as a Massachusetts Business Trust (the "Trust").
Unlike other mutual funds which directly acquire and manage their own portfolio
of securities, the Fund seeks to achieve its investment objective by investing
all of its investable assets in The Non-U.S. Equity Portfolio (the "Portfolio"),
a corresponding open-end management investment company having the same
investment objective as the Fund. The Fund invests in the Portfolio 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 3.
The Portfolio is advised by Morgan Guaranty Trust Company of New York ("Morgan"
or "Advisor").
This Prospectus sets forth concisely the information about the Fund that a
prospective investor ought to know before investing and it should be retained
for future reference. Additional information about the Fund has been filed with
the Securities and Exchange Commission in a Statement of Additional Information
dated March 1, 1995 (as supplemented from time to time). This information is
incorporated herein by reference and is available without charge upon written
request from the Fund's 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 Fund 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 Fund are not federally insured by the Federal Deposit Insurance
Corporation, the Federal Reserve Board, or any other governmental agency. An
investment in the Fund is subject to risk that may cause the value of the
investment to fluctuate, and when the investment is redeemed, the value may be
higher or lower than the amount originally invested by the investor.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION 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 PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is March 1, 1995, as amended June 21, 1995
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TABLE OF CONTENTS
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Page
Investors for Whom the Fund Is Designed................ 1
Financial Highlights................................... 2
Special Information Concerning Hub and
Spoke-Registered Trademark-............................ 3
Investment Objective and Policies...................... 5
Additional Investment Information and Risk
Factors.............................................. 6
Investment Restrictions................................ 10
Management of the Trust and Portfolio.................. 11
Shareholder Servicing.................................. 14
Page
Purchase of Shares..................................... 14
Redemption of Shares................................... 15
Exchange of Shares..................................... 16
Dividends and Distributions............................ 16
Net Asset Value........................................ 17
Organization........................................... 17
Taxes.................................................. 18
Additional Information................................. 19
Appendix............................................... 20
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The Pierpont International Equity Fund
INVESTORS FOR WHOM THE FUND IS DESIGNED
The Pierpont International Equity Fund is designed for investors who seek to
diversify their investments by adding international equities. The Fund seeks 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. Since the investment characteristics
and experience of the Fund will correspond directly with those of the Portfolio,
the discussion in this Prospectus focuses on the investments and investment
policies of the Portfolio. The net asset value of shares in the Fund fluctuates
with changes in the value of the investments in the Portfolio.
The Portfolio may make various types of investments in seeking its objective.
Among the permissible investments and investment techniques for the Portfolio
are futures contracts, options, forward contracts on foreign currencies and
certain privately placed securities. The Portfolio'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. For further information about these investments and investment
techniques, see Investment Objective and Policies discussed below.
The Fund 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 the 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 objective and
policies, management and operation of The Pierpont International Equity Fund to
enable investors to decide if the Fund suits their needs. The Fund operates
through Signature Financial Group, Inc.'s ("Signature") Hub and
Spoke-Registered Trademark- financial services method. The Trustees believe that
the Fund may achieve economies of scale over time by investing through Hub and
Spoke-Registered Trademark-.
The following table illustrates that investors in The Pierpont International
Equity Fund incur no shareholder transaction expenses; their investment in the
Fund is subject only to the operating expenses set forth below for the Fund and
the Portfolio, as a percentage of average net assets of the Fund. The Trustees
of the Trust believe that the aggregate per share expenses of the Fund and the
Portfolio will be approximately equal to and may be less than the expenses that
the 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
Portfolio Expenses, and Shareholder Servicing.
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SHAREHOLDER TRANSACTION EXPENSES
Sales Load Imposed on Purchases............................................................. None
Sales Load Imposed on Reinvested Dividends.................................................. None
Deferred Sales Load......................................................................... None
Redemption Fees............................................................................. None
Exchange Fees............................................................................... None
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EXPENSE TABLE
ANNUAL OPERATING EXPENSES*
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Advisory Fees............................................................................. 0.60%
Rule 12b-1 Fees........................................................................... None
Other Expenses After Expense Reimbursements............................................... 0.78%
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Total Operating Expenses After Expense Reimbursements..................................... 1.38%
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* Expenses are expressed as a percentage of average net assets of the Fund for
its most recent fiscal year, after any applicable expense reimbursements.
Without such reimbursements, Total Operating Expenses would have been equal on
an annual basis to 1.45% of the average daily net assets of the Fund. See
Management of the Trust and Portfolio.
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:
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1 Year....................................................................................... $ 14
3 Years...................................................................................... $ 44
5 Years...................................................................................... $ 76
10 Years..................................................................................... $ 166
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The above Expense Table is designed to assist investors in understanding the
various direct and indirect costs and expenses that investors in the Fund bear.
The fees and expenses included in Other Expenses are the fees paid to Morgan
under the Shareholder Servicing and Financial and Fund Accounting Services
Agreements, the fees paid to Pierpont Group, Inc. under the Fund Services
Agreements, and fees paid to State Street Bank and Trust Company as custodian of
the Portfolio. 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 Portfolio and Shareholder Servicing.
In connection with the above Example, please note that $1,000 is less than the
Fund's 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.
FINANCIAL HIGHLIGHTS
The following selected data for a share outstanding for the indicated periods
have been audited by independent accountants. The Fund's Annual Report, which is
incorporated by reference into the Statement of Additional
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Information, includes a discussion of those factors, strategies and techniques
that materially affected its performance during the period of the report, as
well as certain related information. A copy of the Fund's Annual Report is
available without charge upon request.
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For the Fiscal Year Ended October 31
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1994 1993 1992 1991 1990(1)
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Net Asset Value, Beginning of Period.............. $ 11.15 $ 8.58 $ 9.69 $ 9.33 $ 10.00
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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)
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Total From Investment Operations.................. 0.62 2.65 (1.07) 0.53 (0.67)
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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-
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Total Distributions to Shareholders............... (0.27 ) (0.08 ) (0.04 ) (0.17 ) -0-
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Net Asset Value, End of Period.................... $ 11.50 $ 11.15 $ 8.58 $ 9.69 $ 9.33
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Total Return...................................... 5.73 % 31.18 % (11.08 )% 5.89 % (6.70 )%
Ratios and Supplemental Data:
Net Assets End of Period (In Thousands)......... $ 210,435 $ 182,822 $ 41,484 $ 27,426 $ 19,358
Ratio to Average Net Assets:
Expenses...................................... 1.38 % 1.38 % 1.38 % 1.38 % 1.36 %
Net Investment Income......................... 0.46 % 0.79 % 1.03 % 1.34 % 1.49 %
Decrease Reflected in the Above Expense Ratio
due to Expense Reimbursements................ 0.07 % 0.13 % 0.45 % 0.66 % 1.52 %
Portfolio Turnover.............................. -- 34.15 %* 30.12 % 18.84 % 0.00 %
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(1) Commencement of Operations June 1, 1990. For the period, total return has
not been annualized and ratios have been annualized.
* 1993 Portfolio Turnover reflects the period November 1, 1992 to October 3,
1993. In October, 1993 the Fund contributed all of its investable assets to
The Non-U.S. Equity Portfolio.
</TABLE>
SPECIAL INFORMATION CONCERNING HUB AND SPOKE-REGISTERED TRADEMARK-
The Trust and the Portfolio use certain proprietary rights, know-how and
financial services referred to as Hub and Spoke-Registered Trademark-. Hub and
Spoke-Registered Trademark- 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, the Fund is an open-end management investment company which seeks
to achieve its investment objective by investing all of its investable assets in
the Portfolio, a separate registered investment company with the same investment
objective as
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the Fund. The investment objective of the Fund or Portfolio may be changed only
with the approval of the holders of the outstanding shares of the Fund and the
Portfolio. The use of Hub and Spoke has been approved by the shareholders of the
Fund.
In addition to selling a beneficial interest to the Fund, the 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
pay 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 Portfolio. Such differences in returns are not uncommon and are
present in other mutual fund structures. Information concerning other holders of
interests in the Portfolio is available from the Administrator at (800)
847-9487.
The Trust may withdraw the investment of the Fund from the Portfolio at any time
if the Board of Trustees of the Trust determines that it is in the best
interests of the 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 the Portfolio.
Certain changes in the Portfolio's investment objective, policies or
restrictions, or a failure by the Fund's shareholders to approve a change in the
Portfolio's investment objective or restrictions, may require withdrawal of the
Fund's interest in the 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 the Portfolio. The distribution
in kind may result in the Fund having a less diversified portfolio of
investments or adversely affect the Fund's liquidity and the 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 the Portfolio may be materially affected by the
actions of larger funds investing in the Portfolio. For example, if a large fund
withdraws from the Portfolio, the remaining funds may subsequently experience
higher pro rata operating expenses, thereby producing lower returns.
Additionally, because the 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 the Portfolio could have effective voting control
of the operations of the Portfolio. Whenever the Fund is requested to vote on
matters pertaining to the Portfolio (other than a vote by the Fund to continue
the operation of the 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 the Portfolio's investment objective, policies and
restrictions, see Investment Objective and Policies, Additional Investment
Information and Risk Factors and Investment Restrictions. For more information
about the Portfolio's management and expenses, see Management of the Trust and
Portfolio. For more information about changing the investment objective,
policies and restrictions of the Fund or the Portfolio, see Investment
Restrictions.
4
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INVESTMENT OBJECTIVE AND POLICIES
The investment objective of the Fund and the Portfolio is described below,
together with the policies they employ in their efforts to achieve this
objective. Additional information about the investment policies of the Fund and
the Portfolio appears in the Statement of Additional Information under
Investment Objectives and Policies. There can be no assurance that the
investment objective of the Fund or the Portfolio will be achieved.
The 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
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, Morgan selects the securities
which appear the most attractive for the Portfolio. Morgan believes that under
normal market conditions, economic sector weightings generally will be similar
to those of the relevant equity index.
Finally, Morgan 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, Morgan 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. 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, Morgan 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
5
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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.
ADDITIONAL INVESTMENT INFORMATION AND RISK FACTORS
Convertible Securities. The convertible securities in which the Portfolio 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. The Portfolio 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. The 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 will rely 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 the 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. The Portfolio may engage in repurchase agreement
transactions with brokers, dealers or banks that meet the credit guidelines
established by the Trustees. In a repurchase 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 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.
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Loans of Portfolio Securities. Subject to applicable investment restrictions,
the Portfolio is permitted to lend its securities. The Portfolio 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 the
Portfolio and its respective investors. The Portfolio may pay reasonable
finders' and custodial fees in connection with a loan. In addition, the
Portfolio will consider all facts and circumstances, including the
creditworthiness of the borrowing financial institution, and the Portfolio will
not make any loans in excess of one year. The Portfolio will not lend its
securities to any officer, Trustee, Director, employee, or affiliate or
Placement Agent of the Portfolio, or the Advisor, Administrator or Distributor,
unless otherwise permitted by applicable law.
Foreign Investment Information. The Portfolio invests 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 the Portfolio by domestic companies.
Investors should realize that the value of the 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 Portfolio 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, the 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 invests primarily in securities of established issuers
based in developed foreign countries, it may also invest in securities of
issuers 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
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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 Portfolio's
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.
The Portfolio may invest in securities of foreign issuers directly or in the
form of American Depositary Receipts ("ADRs"), European Depositary 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.
Since the Portfolio's investments in foreign securities involve foreign
currencies, the value of its 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 Portfolio buys and sells
securities and receives interest and dividends in currencies other than the U.S.
dollar, the Portfolio may enter from time to time into foreign currency exchange
transactions. The Portfolio either enters into these transactions on a spot
(i.e., cash) basis at the spot rate prevailing in the foreign currency exchange
market, or uses forward contracts to purchase or sell foreign currencies. The
cost of the 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 Portfolio 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.
The Portfolio may enter into foreign currency exchange transactions in an
attempt to protect against changes in foreign currency exchange rates between
the trade and settlement dates of specific securities transactions or
anticipated securities transactions. The Portfolio 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
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principally traded in a foreign currency. To do this, the 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. The 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.
Reverse Repurchase Agreements. The Portfolio 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 Objective and Policies in the
Statement of Additional Information.
Illiquid Investments; Privately Placed and other Unregistered Securities. The
Portfolio may not acquire any illiquid securities if, as a result thereof, more
than 15% of the market value of the Portfolio's total assets would be in
illiquid investments. In addition, the Portfolio 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. Subject to those non-fundamental policy
limitations the Portfolio 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. 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.
The Portfolio 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 Morgan and approved by the Trustees. The Trustees will monitor
Morgan's implementation of these guidelines on a periodic basis.
Futures and Options Transactions. The Portfolio is permitted to enter into the
futures and options transactions described in the Appendix to this Prospectus
for hedging purposes. For more detailed information about these transactions,
see the Appendix to this Prospectus and Risk Management in the Statement of
Additional Information.
Money Market Instruments. The Portfolio is permitted to invest in money market
instruments although it intends to stay invested in equity securities to the
extent practical in light of its objectives and long-term investment
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<PAGE>
perspective. The Portfolio may make money market investments pending other
investment or settlement, for liquidity or in adverse market conditions. 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
Portfolio 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.
INVESTMENT RESTRICTIONS
The investment objective of the Fund and the 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 the Fund and the Portfolio. The Fund has the same
investment restrictions as the Portfolio, except that the Fund may invest all of
its investable assets in another open-end investment company with the same
investment objective and restrictions (such as the Portfolio). References below
to the Fund's investment restrictions also include the Portfolio's investment
restrictions.
As a diversified investment company, 75% of the assets of the Fund 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 Fund may not (i) purchase securities or other obligations of issuers
conducting their principal business activity in the same industry if 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; (ii) 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; or (iii) 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.
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.
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<PAGE>
MANAGEMENT OF THE TRUST AND PORTFOLIO
Trustees. Pursuant to the Declarations of Trust for the Trust and for the
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 the 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. Eschenlauer.............................. Former Senior Vice 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, the 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 Fund and the
Portfolio.
The Portfolio and the Trust have each entered into a Fund Services Agreement
with Pierpont Group, Inc. to assist the Trustees in exercising their overall
supervisory responsibilities for the Portfolio's 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. The Fund has not retained the services of an investment adviser because
the Fund seeks to achieve its investment objective by investing all of its
investable assets in the Portfolio. The Portfolio has retained the services of
Morgan as Investment Advisor. Morgan, 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. Morgan 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 provides investment advice and portfolio management services to
the Portfolio. Subject to the supervision of the Portfolio's Trustees, Morgan
makes the Portfolio's day-to-day investment decisions, arranges for the
execution of portfolio transactions and generally manages the Portfolio's
investments. See Investment Advisor in the Statement of Additional Information.
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<PAGE>
Morgan 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's process for the Portfolio
(the inception date of each person's responsibility for the Portfolio and his
business experience for the past 5 years is indicated parenthetically): Paul A.
Quinsee, Vice President (since April, 1993, employed by Morgan since February,
1992, previously Vice President, Citibank) and Thomas P. Madsen, Managing
Director (since April, 1993, employed by Morgan since prior to 1990).
As compensation for the services rendered and related expenses borne by Morgan
under the Investment Advisory Agreement with the Portfolio, the Portfolio has
agreed to pay Morgan a fee, which is computed daily and may be paid monthly, at
the annual rate of 0.60% of the Portfolio's average daily net assets.
Morgan also acts as Services Agent to the Trust and the Portfolio and provides
shareholder services to shareholders of the Fund. See Services Agent and
Shareholder Servicing below. Investments in the Fund 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 the Portfolio, Signature Broker-Dealer Services, Inc. ("SBDS") serves as the
Administrator for the Trust and the Portfolio. In this capacity, SBDS
administers and manages all aspects of the Fund's and the Portfolio's 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 the 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 Portfolio's
custodian and transfer agent, respectively, as the Trustees may direct from time
to time. Under the terms of the Trust's and the Portfolio's Financial and Fund
Accounting Services Agreements with Morgan, the fees of the Administrator are
covered by Morgan's expense undertakings described under Services Agent below.
Under the Trust's Administration Agreement, the annual administration fee rate
is calculated based on the aggregate average daily net assets of The Pierpont
Funds as well as the JPM Institutional Funds, which is another family of mutual
funds for which SBDS acts as Administrator. The fee rate is calculated daily in
accordance with the following schedule: 0.040% of the first $1 billion of these
funds' aggregate average daily net assets, 0.032% of the next $2 billion of
these funds' aggregate average daily net assets, 0.024% of the next $2 billion
of these funds' aggregate average daily net assets and 0.016% of these funds'
aggregate average daily net assets in excess of $5 billion. This fee rate is
then applied to the net assets of the Fund.
Under the Portfolio's Administration Agreement, the annual administration fee
rate is calculated based on the aggregate average daily net assets of the
Portfolio, as well as all of the other portfolios in which series of The
Pierpont Funds and The JPM Institutional Funds invest. The fee rate is
calculated daily in accordance with the following schedule: 0.010% of the first
$1 billion of these portfolios' aggregate average daily net assets, 0.008% of
the next $2 billion of these portfolios' aggregate average daily net assets,
0.006% of the next $2 billion of these portfolios' aggregate average daily net
assets and 0.004% of these portfolios' aggregate average daily net assets in
excess of $5 billion. This fee rate is then applied to the net assets of the
Portfolio. The Administrator may voluntarily waive a portion of its fees.
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<PAGE>
SBDS, a registered broker-dealer, also serves as the Distributor of shares of
the Fund. 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 the Portfolio, Morgan acts as Services Agent to the Fund and the
Portfolio and provides the following two services to them. First, Morgan is
responsible for certain financial and fund accounting services provided to the
Fund and the Portfolio, including services related to tax returns and financial
reports. In the case of the Fund, 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 is responsible for the annual
costs of certain usual and customary expenses incurred by the Fund and the
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. The Fund and the
Portfolio will pay these expenses directly and such amounts will be deducted
from the fees to be paid to Morgan under these Agreements. If such amounts are
more than the amount of Morgan's fees under the Agreements, Morgan will
reimburse the Fund or the 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 the 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 the Fund to pay Morgan a fee for these
services, which is computed daily and may be paid monthly, at the annual rate of
0.223% of the Fund's average daily net assets up to $100 million and 0.20% of
average daily net assets thereafter. The Portfolio's Agreement provides for the
Portfolio to pay Morgan a fee for these services, which is computed daily and
may be paid monthly, at the following annual rate of the Portfolio's average
daily net assets: 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 the Fund and the Portfolio are expense
undertakings and reflect payments made directly to third parties by the Fund and
the Portfolio for services rendered, as well as payments to Morgan for services
rendered. The Trustees of the Trust and the Portfolio regularly review amounts
paid to and accounted for by Morgan pursuant to these Agreements. Under the
Agreements, Morgan may delegate one or more of its responsibilities to other
entities, including SBDS, at Morgan's expense. See Expenses below.
Custodian. State Street Bank and Trust Company, 225 Franklin Street, Boston,
Massachusetts 02101, serves as the Fund's and the Portfolio's Custodian and
Transfer and Dividend Disbursing Agent ("Custodian").
Expenses. In addition to the expenses that Morgan assumes under the Financial
and Fund Accounting Services Agreements, Morgan has agreed that it will
reimburse the Fund through at least May 31, 1995 to the extent necessary to
maintain the Total Operating Expenses (which includes expenses of the Fund and
the Portfolio) at the
13
<PAGE>
annual rate of 1.38% of the Fund's average daily net assets. This limit on
certain expenses does not cover extraordinary increases in these expenses during
the period and no longer applies in the event of a precipitous decline in assets
due to unforeseen circumstances. There is no assurance that Morgan will continue
this waiver beyond the specified period, except as required by the following
sentence. Morgan has agreed to waive fees as necessary, if in any fiscal year
the sum of the 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.
Expressed as a percentage of average daily net assets, the Fund's expenses
including expenses of the Portfolio after waiver for the most recent fiscal year
identified in Financial Highlights for the Fund or its predecessor were 1.38%.
SHAREHOLDER SERVICING
The Fund has entered into a Shareholder Servicing Agreement with Morgan pursuant
to which Morgan acts as shareholder servicing agent for its customers and other
Fund investors who are customers of an Eligible Institution, as defined below.
The Fund has agreed to pay Morgan for these services at an annual rate
(expressed as a percentage of the average daily net asset values of Fund shares
owned by or for shareholders for whom Morgan is acting as shareholder servicing
agent) of 0.25% of the Fund's average daily net assets. Under the terms of the
Shareholder Servicing Agreement with the Fund, Morgan may delegate one or more
of its responsibilities to other entities at Morgan's expense.
Shareholders should address all inquiries to J.P. Morgan Funds 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 the Fund and the Portfolio are the days the New York Stock
Exchange is open.
PURCHASE OF SHARES
Method of Purchase. Investors may open accounts with the Fund only through the
Distributor. All purchase transactions in Fund accounts are processed by Morgan
as shareholder servicing agent and the Fund is authorized to accept any
instructions relating to a Fund account from Morgan as shareholder servicing
agent for the customer. All purchase orders must be accepted by the Fund's
Distributor. Investors must be customers of Morgan or an eligible institution
with a Morgan account (an "Eligible Institution"). Investors may also be
employer-sponsored retirement plans that have designated the Fund as an
investment option for the plans. Prospective investors who are not already
customers of Morgan may apply to become customers of Morgan for the sole purpose
of Fund transactions. There are no charges associated with becoming a Morgan
customer for this purpose. Morgan reserves the right to determine the customers
that it will accept, and the Fund reserves the right to determine the purchase
orders that it will accept.
The 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 Fund may aggregate investments by related shareholders.
14
<PAGE>
Purchase Price and Settlement. The 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.
To purchase shares in the Fund, investors should request their Morgan
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 next business day.
Any shareholder may also call J.P. Morgan Funds Services at (800) 521-5411 for
assistance in 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
subaccounting, answering client inquiries regarding the Trust, assisting clients
in changing dividend options, account designations and addresses, providing
periodic statements showing the client's account balance and integrating these
statements with those of other transactions and balances in the client's other
accounts serviced by the 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 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 the Fund, an investor may instruct
Morgan or his or her Eligible Institution, as appropriate, to submit a
redemption request to the Fund or may telephone J.P. Morgan Funds Services
directly at (800) 521-5411 and give the Shareholder Service Representative a
preassigned shareholder Personal Identification Number and the amount of the
redemption. The 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.
A redemption request received by the 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 or at his Eligible Institution or, in the case
of certain Morgan 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
the Fund falls below $10,000 because of a redemption of shares, the
shareholder's remaining shares may be redeemed 60 days after written
15
<PAGE>
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 Fund may not be processed if a redemption request is not submitted in proper
form. To be in proper form, the Fund must have received the shareholder's
taxpayer identification number and address. As discussed under Taxes below, the
Fund 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 customer sends a check to Morgan for the purchase of Fund shares and
shares are purchased with funds made available by Morgan before the check has
cleared, the transmittal of redemption proceeds from the shares will occur upon
clearance of the check which may take up to 15 days.
The Fund 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 the Fund 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
amounts. See Method of Purchase in the prospectuses for the other Pierpont Funds
and The JPM Institutional Funds for the minimum investment amount for each of
those funds. 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 other Pierpont Funds and 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. The 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.
DIVIDENDS AND DISTRIBUTIONS
Dividends consisting of substantially all of the Fund's net investment income if
any, are declared and paid annually. The Fund 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 Fund.
Substantially all the realized net capital gains, if any, of the 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 the Fund. Declared dividends and
distributions are payable to shareholders of record on the record date.
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<PAGE>
Dividends and capital gains distributions paid by the Fund are automatically
reinvested in additional shares of the Fund unless the shareholder has elected
to have them paid in cash. Dividends and distributions to be paid in cash are
credited to the shareholder's account at Morgan or at his Eligible Institution
or, in the case of certain Morgan customers, are mailed by check in accordance
with the customer's instructions. The Fund reserves the right to discontinue,
alter or limit the automatic reinvestment privilege at any time.
NET ASSET VALUE
Net asset value per share for the Fund is determined by subtracting from the
value of the Fund's total assets (i.e., the value of its investment in the
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, are accrued daily. See Net Asset
Value in the Statement of Additional Information for information on valuation of
portfolio securities for the Portfolio.
The Fund computes its net asset value once daily at 4:00 P.M. New York time on
Monday through Friday, except that the net asset value is not computed for the
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.
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, twelve series of shares have been authorized and are available
for sale to the public. Only shares of the Fund are offered through this
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 the 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 the Fund, but
that the Trust Property only shall be liable.
Shareholders of the 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 nonassessable by the 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.
The Portfolio, in which all the assets of the Fund are invested, is organized as
a trust under the laws of the State of New York. The 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)
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<PAGE>
will each be liable for all obligations of the Portfolio. However, the risk of
the 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 the Fund nor its shareholders will be adversely
affected by reason of the Fund's investing in the Portfolio.
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 Fund.
The Trust intends to qualify the Fund as a separate regulated investment company
under Subchapter M of the Internal Revenue Code of 1986, as amended. As a
regulated investment company, the 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. The Portfolio intends to qualify as
an association treated as a partnership for federal income tax purposes. As
such, the Portfolio should not be subject to tax. The Fund's status as a
regulated investment company is dependent on, among other things, the
Portfolio's continued qualification as a partnership for federal income tax
purposes.
If a correct and certified taxpayer identification number is not on file, the
Fund is required, subject to certain exemptions, to withhold 31% of certain
payments made or distributions declared to non-corporate shareholders.
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 Fund whether such distributions are taken in cash or
reinvested in additional shares. Distributions of this type to corporate
shareholders of the Fund will not qualify for the dividends-received deduction
because the income of the Fund 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 the Fund 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.
Any distribution of net investment income or capital gains will have the effect
of reducing the net asset value of Fund shares held by a shareholder by the same
amount as the distribution. If the net asset value of the shares is reduced
below a shareholder's cost as a result of such a distribution, the distribution,
although constituting a return of capital to the shareholder, will be taxable as
described above.
Any gain or loss realized on the redemption or exchange of the Fund's shares by
a shareholder who is not a dealer in securities will be treated as long-term
capital gain or loss if the shares have been held for more than one year, and
otherwise as short-term capital gain or loss. 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.
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The Fund is 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.)
ADDITIONAL INFORMATION
The Fund 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 other 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, his Eligible Institution or the Distributor may subject the
investor to risk of loss if such instruction is subsequently found not to be
genuine. The 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 Fund may make historical performance information available and may compare
its performance to other investments or relevant indexes, including data from
Lipper Analytical Services, Inc., Micropal Inc., Morningstar Inc., Ibbotson
Associates, Standard & Poor's 500 Composite Stock Price Index, the Dow Jones
Average, the Frank Russell Indexes, the EAFE Index, the Financial Time World
Stock Index and other industry publications.
The Fund may advertise "total return" and non-standardized total return data.
The total return shows what an investment in the Fund would have earned over a
specified period of time (one, five or ten years or since commencement of
operations, if less) assuming that all distributions and dividends by the Fund
were reinvested on the reinvestment dates during the period and less all
recurring fees. This method of calculating total return is required by
regulations of the 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 Fund's Distributor at (800) 847-9487.
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------------------------------------
<TABLE>
<S> <C>
The
Pierpont
International
Equity Fund
</TABLE>
<TABLE>
<S> <C>
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 PROSPECTUS
JURISDICTION. MARCH 1, 1995, AS AMENDED JUNE 21, 1995
</TABLE>
<PAGE>
APPENDIX
The Portfolio 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.
The Portfolio may use futures contracts and options for hedging purposes. The
Portfolio may not use futures contracts and options for speculation.
The Portfolio may utilize options and futures contracts to manage its exposure
to changing interest rates and/or security prices. Some options and futures
strategies, including selling futures contracts and buying puts, tend to hedge
the 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 the Portfolio's overall strategy in a manner deemed
appropriate to the Advisor and consistent with the 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 the Portfolio's return. While the use of these instruments by the
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 the Portfolio's
return. Certain strategies limit the 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, the 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.
The Portfolio 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.
OPTIONS
Purchasing Put and Call Options. By purchasing a put option, the 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
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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 the 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 the 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. The 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. Options on securities indexes are similar to
options on securities, except that the exercise of securities index options is
settled by cash payment and does not involve the actual purchase or sale of
securities. In addition, these options are designed to reflect price
fluctuations in a group of securities or segment of the securities market rather
than price fluctuations in a single
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<PAGE>
security. The 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 the Portfolio
may not be able to close out an option position that it has previously entered
into. When the Portfolio purchases an OTC option, it will be relying on its
counterparty to perform its obligations, and the Portfolio may incur additional
losses if the counterparty is unable to perform.
FUTURES CONTRACTS
When the 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 the 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 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 the 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 the Portfolio's exposure to positive and negative price fluctuations in
the underlying instrument, much as if it had purchased the underlying instrument
directly. When the 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 the 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. The 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 the Portfolio to close out its
futures positions. Until it closes out a futures position, the 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 the 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.
The 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 the 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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