PIERPONT FUNDS, 497, 1995-08-25

PIERPONT FUNDS
497, 1995-08-25

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PROSPECTUS
The Pierpont Capital Appreciation Fund
6 ST. JAMES AVENUE
BOSTON, MASSACHUSETTS 02116
FOR INFORMATION CALL (800) 521-5411

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 Capital Appreciation 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 U.S. SMALL COMPANY 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 October 1, 1994 (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 OCTOBER 1, 1994
<PAGE>
TABLE OF CONTENTS

PAGE

Purchase of Shares..................................... 13
Redemption of Shares................................... 14
Exchange of Shares..................................... 15
Dividends and Distributions............................ 15
Net Asset Value........................................ 15
Organization........................................... 16
Taxes.................................................. 16
Additional Information................................. 17
Appendix............................................... 19
</TABLE>
<PAGE>
The Pierpont Capital Appreciation Fund

INVESTORS FOR WHOM THE FUND IS DESIGNED

The Pierpont Capital Appreciation Fund is designed for investors who wish to
invest in a portfolio of equity securities of small companies. The Fund seeks 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. 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. In view of the capitalization of the
companies in which the Portfolio invests, the risks of investment in the Fund
and the volatility of the value of its shares may be greater than the general
equity markets. 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 Capital Appreciation 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 Capital
Appreciation 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 PortfolioExpenses, and Shareholder Servicing.

<TABLE>
<S> <C>
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
</TABLE>

1
<PAGE>
EXPENSE TABLE
ANNUAL OPERATING EXPENSES*

<TABLE>
<S> <C>
Advisory Fees..................................................................... 0.60%
Rule 12b-1 Fees................................................................... None
Other Expenses (after expense reimbursement)...................................... 0.30%
----
Total Operating Expenses (after expense reimbursement)............................ 0.90%
</TABLE>

* Expenses are expressed as a percentage of average net assets of the Fund or
its predecessor under current fee arrangements and after any applicable expense
reimbursement for the most recent fiscal year identified in Financial
Highlights. Without such expected reimbursement, the estimated Total Operating
Expenses would be equal on an annual basis to 1.10% 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:

<TABLE>
<S> <C>
1 Year............................................................................ $ 9
3 Years........................................................................... $ 29
5 Years........................................................................... $ 50
10 Years.......................................................................... $111
</TABLE>

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.
The Fund's current fee arrangements were not in effect throughout the most
recent fiscal year identified in Financial Highlights. See the most recent
fiscal year identified in Financial Highlights for the Fund's historical total
operating expenses after expense reimbursement, as well as any expense
reimbursement.

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 financial information has been audited. For additional financial
information and the Fund's Annual Report, see Financial Statements in the
Statement of Additional Information.

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<PAGE>
The Fund's Annual Report 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 will be made available without charge upon request.
<TABLE>
<CAPTION>
FOR THE FISCAL YEAR ENDED MAY 31
--------------------------------------------------------------------------------------
1994 1993 1992 1991 1990 1989 1988 1987
<S> <C> <C> <C> <C> <C> <C> <C> <C>
--------------------------------------------------------------------------------------
Net Asset Value, Beginning of
Period............................. $25.12 $20.03 $17.98 $18.68 $16.83 $12.91 $15.71 $14.34
Income From Investment Operations:
Net Investment Income (Loss)
(a).............................. 0.20 (0.01) (0.04) (0.02) (0.03) (0.03) (0.02) -0-
Net Realized and Unrealized Gain
(Loss) on Investments............ 0.19 5.10 2.09 (0.33) 1.88 3.95 (2.13) 1.56
--------- --------- --------- --------- --------- --------- --------- ---------
Total From Investment Operations.... 0.39 5.09 2.05 (0.35) 1.85 3.92 (2.15) 1.56
--------- --------- --------- --------- --------- --------- --------- ---------
Less Distributions:
Dividends from Net Investment
Income........................... (0.09) -0- -0- -0- -0- -0- -0- (0.02)
Distributions from Net Capital
Gains............................ (4.02) -0- -0- (0.35) -0- -0- (0.65) (0.17)
--------- --------- --------- --------- --------- --------- --------- ---------
Total Distributions................. (4.11) -0- -0- (0.35) -0- -0- (0.65) (0.19)
--------- --------- --------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- --------- --------- ---------
Net Asset Value, End of Period...... $21.40 $25.12 $20.03 $17.98 $18.68 $16.83 $12.91 $15.71
Total Return........................ 1.14% 25.41% 11.40% (1.90)% 10.99% 30.36% (14.25)% 10.83%
Ratios and Supplemental Data:
Net Assets, End of Period (In
Thousands)....................... $ 204,445 $ 186,887 $ 97,548 $ 58,859 $ 47,921 $ 42,403 $ 30,866 $ 42,780
Ratio to Average Net Assets:
Expenses........................ 0.90% 0.90% 0.90% 0.91% 0.93% 1.00% 1.00% 1.00%
Net Investment Income (Loss).... 0.75% (0.06)% (0.25)% (0.15)% (0.18)% (0.23)% (0.15)% (0.01)%
Decrease reflected in the above
expense ratio due to fee
waivers and expense
reimbursement.................. 0.20% 0.05% 0.13% 0.31% 0.32% 0.36% 0.31% 0.38%
Portfolio Turnover.................. 13.58(b) 49.50% 58.33% 55.65% 65.77% 38.30% 77.99% 78.70%

1986(1)
<S> <C>

Net Asset Value, Beginning of
Period............................. $10.00
Income From Investment Operations:
Net Investment Income (Loss)
(a).............................. 0.04
Net Realized and Unrealized Gain
(Loss) on Investments............ 4.33
-----------
Total From Investment Operations.... 4.37
-----------
Less Distributions:
Dividends from Net Investment
Income........................... (0.03)
Distributions from Net Capital
Gains............................ -0-
-----------
Total Distributions................. (0.03)
-----------
-----------
Net Asset Value, End of Period...... $14.34
Total Return........................ 43.86%(c)
Ratios and Supplemental Data:
Net Assets, End of Period (In
Thousands)....................... $ 21,207
Ratio to Average Net Assets:
Expenses........................ 0.99%(d)
Net Investment Income (Loss).... 0.74%(d)
Decrease reflected in the above
expense ratio due to fee
waivers and expense
reimbursement.................. 1.54%(d)
Portfolio Turnover.................. 47.69%
<FN>
------------------------------
(1) Commencement of Operations June 27, 1985.
(a) Based on shares outstanding at the beginning and end of each fiscal period
except for the fiscal year ended May 31, 1991, where average shares
outstanding were used.
(b) 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.
(c) Not annualized.
(d) Annualized.
</FN>
</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 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.

3
<PAGE>
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.

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 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

4
<PAGE>
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.

Morgan seeks to enhance the Portfolio's total return relative to that of the
U.S. small company universe. To do so, Morgan uses fundamental research,
systematic stock valuation and a disciplined portfolio construction process.
Morgan 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,
Morgan ranks these companies within economic sectors according to their relative
value. Morgan then selects for purchase the most attractive companies within
each economic sector.

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 U.S. small company universe. Morgan 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. 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. 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 small U.S. companies 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. The
small company holdings of the Portfolio are primarily companies included in the
Russell 2500 Index. 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.

5
<PAGE>
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.

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.

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.

6
<PAGE>
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.

FOREIGN INVESTMENT INFORMATION. The Portfolio may invest in certain 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.

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.

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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.

FOREIGN CURRENCY EXCHANGE TRANSACTIONS. Because the Portfolio may buy and sell
securities and receive 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 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.

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
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.

8
<PAGE>
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
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 the Portfolio include obligations of the
U.S. Government and its agencies and instrumentalities, other debt securities,
commercial paper, bank obligations and repurchase agreements. 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.

The Fund may not (i) 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; (ii) 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; or (iii) 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).

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.

9
<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..................................... President, The Pierpont Funds; Chairman,
Pierpont
Group, Inc; Chairman of the Board of Trustees,
The JPM Institutional Funds.
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 and of the
Portfolio, 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 $100 billion (of which the Advisor advises over $26
billion). Morgan provides investment advice and portfolio management services to
the Portfolio. Subject to the supervision of the Portfolio's Trustees, Mo rgan
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.

10
<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): James B.
Otness, Managing Director (since February, 1993, employed by Morgan since prior
to 1989) and Fred W. Kittler, Vice President (since February, 1993, employed by
Morgan since prior to 1989).

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 and in that capacity supervises
the Fund's and the Portfolio's day-to-day operations other than management of
the Portfolio's investments. 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.

11
<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, equal to 0.15% of the
Fund's average daily net assets up to $100 million and 0.13% 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: 0.10% on net assets up to $200 million, 0.05% on the next $200 million
in net assets and 0.03% on net assets thereafter.

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. For the Fund and its Portfolio the Trustees 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 annual rate of 0.90% 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

12
<PAGE>
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 were 0.90%.

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.

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

13
<PAGE>
(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
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 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.

14
<PAGE>
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 twice a year. 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.

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 or are wire
transferred 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

15
<PAGE>
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 4:15 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, thirteen 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) 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.

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<PAGE>
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.

Any distribution of net investment income or capital gains will have the effect
of reducing the net asset value of the Fund's 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.

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.

17
<PAGE>
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
Industrial Average, the Frank Russell Indexes 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.

18
<PAGE>
APPENDIX

The Portfolio may (a) purchase and sell 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 and
sell put and call options on futures contracts on indexes of equity securities.

The Portfolio may use futures contracts and options for hedging and risk
management 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 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 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 a 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.

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 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.

19
<PAGE>
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 may purchase and sell 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 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.

20
<PAGE>
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 (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 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 Portfolio's
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 Portfolio's use of futures and options and a
more detailed discussion of associated risks, see Investment Objectives and
Policies in the Statement of Additional Information.

21
<PAGE>

-----------------------------------
The
Pierpont
Capital
Appreciation
Fund

<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. OCTOBER 1, 1994
</TABLE>
<PAGE>
--------------------------------------------------------------------------------

PROSPECTUS
The Pierpont Diversified Fund
6 ST. JAMES AVENUE
BOSTON, MASSACHUSETTS 02116
FOR INFORMATION CALL (800) 521-5411

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.

The Pierpont Diversified 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 DIVERSIFIED 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").

THE DATE OF THIS PROSPECTUS IS OCTOBER 1, 1994
<PAGE>
TABLE OF CONTENTS

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
</TABLE>
<PAGE>
The Pierpont Diversified Fund

INVESTORS FOR WHOM THE FUND IS DESIGNED

The Pierpont Diversified Fund is designed for investors who are interested in a
diversified portfolio of equity and fixed income securities. The Fund seeks 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. 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.

This Prospectus describes the financial history, investment objective and
policies, management and operation of The Pierpont Diversified 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 Diversified 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.

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>

1
<PAGE>
EXPENSE TABLE
ANNUAL OPERATING EXPENSES*

<TABLE>
<S> <C>
Advisory Fees........................................................................ 0.55%
Rule 12b-1 Fees...................................................................... None
Other Expenses (after expense reimbursement)......................................... 0.43%
----
Total Operating Expenses (after expense reimbursement)............................... 0.98%
</TABLE>

* These expenses are based on estimated expenses for the Fund's and the
Portfolio's first fiscal year, after any applicable expense reimbursement.
Without such expected reimbursement, the estimated Total Operating Expenses
would be equal on an annual basis to 2.50% of the average daily net assets of
the Fund. See Management of the Trust and Portfolio. The Fund commenced
operations in December, 1993.

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>
<S> <C>
1 Year............................................................................... $ 10
3 Years.............................................................................. $ 31
5 Years.............................................................................. $ 54
10 Years............................................................................. $120
</TABLE>

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 reimbursement, 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.

2
<PAGE>
FINANCIAL HIGHLIGHTS

The following financial information has been audited. For additional financial
information, see Financial Statements in the Statement of Additional
Information.

<TABLE>
<CAPTION>
FOR THE PERIOD
DECEMBER 15, 1993 TO
JUNE 30, 1994(1)
----------------------
<S> <C>
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
Ratio to Average Net Assets (Annualized):
Expenses........................................................................................ 0.98%
Net Investment Income........................................................................... 2.80%
Decrease reflected in the above expense ratio due to expense reimbursement...................... 1.52%
</TABLE>

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

(1) Commencement of Operations December 15, 1993.

(a) Not annualized.

SPECIAL INFORMATION CONCERNING HUB AND SPOKE-REGISTERED TRADEMARK-

3
<PAGE>
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.

INVESTMENT OBJECTIVE AND POLICIES

4
<PAGE>
The 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, Morgan 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, Morgan assesses the relative attractiveness of each
asset class and determines an optimal allocation between them. Morgan 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 seeks to
achieve a high total return through fundamental analysis, systematic stock
valuation and disciplined portfolio construction. Based on internal fundamental
research, Morgan 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. Morgan then buys and sells securities
within each economic sector based on this valuation process to seek to enhance
the Portfolio's return. In addition, Morgan 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, Morgan
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, Morgan adjusts the duration of the
Portfolio's fixed income investments in light of market conditions. Morgan also
actively allocates

5
<PAGE>
the Portfolio's fixed income investments among the broad sectors of the fixed
income market. Securities which Morgan 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
approximately 4.5 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 corporate and government issuers. The corporate securities in which the
Portfolio may invest 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 may also 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 prepayment 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.

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'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

6
<PAGE>
BBB or better by Standard & Poor's or are unrated and in Morgan'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'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.

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 forward contracts on foreign currencies. In
addition, 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

7
<PAGE>
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.

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.

8
<PAGE>
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.

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.

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.

9
<PAGE>
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.

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. Subject to that non-fundamental policy limitation, 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 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.

FUTURES AND OPTIONS TRANSACTIONS. The Portfolio is permitted to enter into the
futures and options transactions described in the Appendix to this Prospectus
for both hedging and risk management purposes, although not for speculation. 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 and longer-term fixed
income securities to the extent practical in light of its objectives and long-
term investment 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 the Portfolio include
obligations of the U.S. Government and its agencies and instrumentalities, other
debt securities, commercial paper, bank obligations and repurchase agreements.
For more detailed information about these money market investments, see
Investment Objectives and Policies in the Statement of Additional Information.

INVESTMENT RESTRICTIONS

10
<PAGE>
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.

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) 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, pledge or
hypothecate any assets except in connection with any such borrowings 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 un der 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.

MANAGEMENT OF THE TRUST AND PORTFOLIO

<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.................................. President, The Pierpont Funds; Chairman,
Pierpont Group, Inc.; Chairman of the Board of
Trustees, The JPM Institutional Funds.
Michael P. Mallardi............................. Senior Vice President, Capital Cities/ABC, Inc.,
President, Broadcast Group
</TABLE>

11
<PAGE>
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 $100 billion (of which the Advisor advises over $26
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.

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): Gerald
H. Osterberg, Vice President (since July, 1993, employed by Morgan since prior
to 1989) and Paul J. Stegmayer, Vice President (since July, 1993, employed by
Morgan since prior to 1989).

12
<PAGE>
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.

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 Agreement 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.

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, equal to 0.15% of the
Fund's average daily net assets up to $100 million and 0.13% of the 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: 0.10% on net assets up to $200 million, 0.05% on the next $200
million in net assets and 0.03% on net assets thereafter.

13
<PAGE>
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. For the Fund and the Portfolio, the Trustees regularly review amounts
paid to and accounted for by Morgan pursuant to the 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.

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 June 30, 1995 to the extent necessary to
maintain the Total Operating Expenses (which includes expenses of the Fund and
the Portfolio) at the annual rate of 0.98% 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.

SHAREHOLDER SERVICING

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

14
<PAGE>
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.

REDEMPTION OF SHARES

15
<PAGE>
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 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.

EXCHANGE OF SHARES

DIVIDENDS AND DISTRIBUTIONS

16
<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 or are wire
transferred 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

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, thirteen 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.

17
<PAGE>
limited to circumstances in which both inadequate insurance existed and the
Portfolio itself was unable to meet its obligations. Ac cordingly, 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 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.

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.

18
<PAGE>
ADDITIONAL INFORMATION

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
Industrial Average, the Frank Russell Index and other industry publications. The
Fund may advertise "yield". Yield refers to the net income generated by an
investment in the Fund 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.

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. 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 Fund's Distributor at (800) 847-9487.

19
<PAGE>
APPENDIX

The Portfolio may purchase and sell (a) exchange traded and over the counter
(OTC) put and call options on fixed income or equity securities and indexes of
fixed income or equity securities, (b) futures contracts on fixed income
securities and indexes of fixed income or equity securities and (c) put and call
options on futures contracts on fixed income securities and indexes of fixed
income or equity securities.

The Portfolio may use futures contracts and options for hedging and risk
management purposes. See Risk Management in the Statement of Additional
Information. 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. In addition, the Portfolio 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 the Portfolio.

OPTIONS

20
<PAGE>
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).

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.

OPTIONS ON INDEXES. The Portfolio may purchase and sell 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 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.

21
<PAGE>
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, 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 in
strument 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.

22
<PAGE>

--------------------------------
The
Pierpont
Diversified
Fund

<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. OCTOBER 1, 1994
</TABLE>
<PAGE>
--------------------------------------------------------------------------------

PROSPECTUS
The Pierpont Equity Fund
6 ST. JAMES AVENUE
BOSTON, MASSACHUSETTS 02116
FOR INFORMATION CALL (800) 521-5411

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 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 SELECTED 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 4.

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 October 1, 1994 (as supplemented from time to time). This information is
incorporated herein by reference and is available without charge upon 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.

THE DATE OF THIS PROSPECTUS IS OCTOBER 1, 1994
<PAGE>
TABLE OF CONTENTS

PAGE

INVESTORS FOR WHOM THE FUND IS DESIGNED

The Pierpont Equity Fund is designed for investors who wish to participate
primarily in the U.S. equity markets. The Fund seeks 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. 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.

This Prospectus describes the financial history, investment objective and
policies, management and operation of The Pierpont 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 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.

<TABLE>
<S> <C>
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
</TABLE>

1
<PAGE>
EXPENSE TABLE
ANNUAL OPERATING EXPENSES*

<TABLE>
<S> <C>
Advisory Fees........................................................................ 0.40%
Rule 12b-1 Fees...................................................................... None
Other Expenses (after expense reimbursement)......................................... 0.50%
------
Total Operating Expenses (after expense reimbursement)............................... 0.90%
</TABLE>

* Expenses are expressed as a percentage of average net assets of the Fund or
its predecessor under current fee arrangements and after any applicable expense
reimbursement for the most recent fiscal year identified in Financial
Highlights. Without such expected reimbursement, the estimated Total Operating
Expenses would be equal on an annual basis to 0.93% 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:

<TABLE>
<S> <C>
1 Year............................................................................... $ 9
3 Years.............................................................................. $ 29
5 Years.............................................................................. $ 50
10 Years............................................................................. $111
</TABLE>

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 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.
The Fund's current fee arrangements were not in effect throughout the most
recent fiscal year identified in Financial Highlights. See the most recent
fiscal year identified in Financial Highlights for the Fund's historical total
operating expenses after expense reimbursement, as well as any expense
reimbursement.

2
<PAGE>
FINANCIAL HIGHLIGHTS

The following financial information has been audited. For additional financial
information and the Fund's Annual Report, see Financial Statements in the
Statement of Additional Information.

The Fund's Annual Report will include 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 will be made available without charge upon request.
<TABLE>
<CAPTION>
FOR THE FISCAL YEAR ENDED MAY 31
-----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1994 1993 1992 1991 1990 1989 1988
----------- ----------- ----------- ----------- ----------- ----------- -----------
Net Asset Value, Beginning of
Period.......................... $ 19.30 $ 19.02 $ 18.21 $ 16.51 $ 14.54 $ 12.04 $ 14.23
Income From Investment
Operations:
Net Investment Income.......... 0.27 0.38 0.37 0.44 0.44 0.46 0.42
Net Realized and Unrealized
Gain (Loss) on Investments.... 1.32 1.35 2.13 1.90 2.20 2.49 (1.53)
----------- ----------- ----------- ----------- ----------- ----------- -----------
Total From Investment
Operations...................... 1.59 1.73 2.50 2.34 2.64 2.95 (1.11)
Less Distributions:
Dividends from Net Investment
Income........................ (0.29) (0.36) (0.40) (0.45) (0.44) (0.45) (0.41)
Distributions from Net Capital
Gains......................... (1.22) (1.09) (1.29) (0.19) (0.23) -0- (0.67)
----------- ----------- ----------- ----------- ----------- ----------- -----------
Total Distributions.............. (1.51) (1.45) (1.69) (0.64) (0.67) (0.45) (1.08)
----------- ----------- ----------- ----------- ----------- ----------- -----------
Net Asset Value, End of Period... $ 19.38 $ 19.30 $ 19.02 $ 18.21 $ 16.51 $ 14.54 $ 12.04
----------- ----------- ----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- ----------- ----------- -----------
Total Return..................... 8.54% 10.02% 14.60% 14.81% 18.75% 25.12% (8.08)%
Ratios and Supplemental Data:
Net Assets, End of Period (In
Thousands).................... $ 231,306 $ 202,474 $ 109,246 $ 55,144 $ 40,032 $ 27,677 $ 24,970
Ratio to Average Net Assets:
Expenses..................... 0.90% 0.90% 0.90% 0.91% 0.93% 1.00% 1.00%
Net Investment Income........ 1.43% 2.20% 2.16% 2.81% 2.97% 3.52% 3.26%
Decrease reflected in the
above expense ratio due to
expense reimbursement....... 0.03% 0.08% 0.19% 0.38% 0.41% 0.45% 0.34%
Portfolio Turnover............... 10.00%(a) 59.61% 99.20% 43.26% 23.20% 17.76% 29.46%

<S> <C> <C>
1987 1986(1)
----------- -----------
Net Asset Value, Beginning of
Period.......................... $ 12.86 $ 10.00
Income From Investment
Operations:
Net Investment Income.......... 0.43 0.22
Net Realized and Unrealized
Gain (Loss) on Investments.... 1.55 2.84
----------- -----------
Total From Investment
Operations...................... 1.98 3.06
Less Distributions:
Dividends from Net Investment
Income........................ (0.39) (0.20)
Distributions from Net Capital
Gains......................... (0.22) -0-
----------- -----------
Total Distributions.............. (0.61) (0.20)
----------- -----------
Net Asset Value, End of Period... $ 14.23 $ 12.86
----------- -----------
----------- -----------
Total Return..................... 16.03% 30.96%(b)
Ratios and Supplemental Data:
Net Assets, End of Period (In
Thousands).................... $ 30,268 $ 13,628
Ratio to Average Net Assets:
Expenses..................... 0.99% 0.99%(c)
Net Investment Income........ 3.26% 3.90%(c)
Decrease reflected in the
above expense ratio due to
expense reimbursement....... 0.57% 2.14%(c)
Portfolio Turnover............... 32.31% 51.68%
</TABLE>

------------
(1) Commencement of Operations June 27, 1985.

(a) 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.

(b) Not annualized.

3
<PAGE>
SPECIAL INFORMATION CONCERNING HUB AND SPOKE-REGISTERED TRADEMARK-

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.

4
<PAGE>
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.

INVESTMENT OBJECTIVE AND POLICIES

The investment objective of the Fund and the Portfolio is described below,
together with the policies they employ in their effort 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 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 Fund is designed for investors who want an actively managed portfolio of
selected equity securities that seeks to outperform the S&P 500 Index.

Morgan 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,
Morgan 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, Morgan selects stocks for the Portfolio based on a variety
of criteria including the company's managerial strength, prospects for growth
and competitive position. Morgan 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. 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
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.

5
<PAGE>
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.

ADDITIONAL INVESTMENT INFORMATION AND RISK FACTORS

6
<PAGE>
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.

7
<PAGE>
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.

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.

8
<PAGE>
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.

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, se
e 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 objective and long-term investment 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 the Portfolio include obligations of the U.S.
Government and its agencies and instrumentalities, other debt securities,
commercial paper, bank obligations and repurchase agreements. For more detailed
information about these money market investments, see Investment Objectives and
Policies in the Statement of Additional Information.

INVESTMENT RESTRICTIONS

9
<PAGE>
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.

MANAGEMENT OF THE TRUST AND PORTFOLIO

<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..................................... President, The Pierpont Funds; Chairman,
Pierpont
Group, Inc.; Chairman of the Board of
Trustees, The JPM Institutional Funds
Michael P. Mallardi................................ Senior Vice President, Capital Cities/ABC,
Inc.,
President, Broadcast Group
</TABLE>

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, 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 $100 billion (of which the Advisor advises over $26 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.

10
<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): William
B. Petersen, Managing Director (since February, 1993, employed by Morgan since
prior to 1989 and William M. Riegel, Jr., Vice President (since February, 1993,
employed by Morgan since prior to 1989).

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.

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, equal to 0.15% of
each Fund's average daily net assets up to $100 million and 0.13% 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
paid monthly at the following annual rate of the Portfolio's average daily net
assets: 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.

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. For the Fund and the Portfolio, the Trustees 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.

SHAREHOLDER SERVICING

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

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

13
<PAGE>
(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.

REDEMPTION OF SHARES

EXCHANGE OF SHARES

DIVIDENDS AND DISTRIBUTIONS

Dividends consisting of substantially all the Fund's net investment income, if
any, are declared and paid twice a year. 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 for 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.

Dividends and capital gains distributions paid for 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 or are wire
transferred 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

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, thirteen 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.

TAXES

ADDITIONAL INFORMATION

The Fund may advertise "yield". The yield refers to the net income generated by
an investment in the Fund 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.

The Fund may also 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. 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 Fund's Distributor at (800) 847-9487.

18
<PAGE>
APPENDIX

The Portfolio may use futures contracts and options for hedging purposes. See
Risk Management in the Statement of Additional Information. 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.

OPTIONS

FUTURES CONTRACTS

21
<PAGE>

-----------------------------------
The
Pierpont
Equity Fund

<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. OCTOBER 1, 1994
</TABLE>
<PAGE>
PROSPECTUS
The Pierpont Tax Exempt Bond Fund
6 ST. JAMES AVENUE
BOSTON, MASSACHUSETTS 02116
FOR INFORMATION CALL (800) 521-5411

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 Tax Exempt Bond 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 TAX EXEMPT BOND 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 4.

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 January 3, 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.

THE DATE OF THIS PROSPECTUS IS JANUARY 3, 1995.
<PAGE>
TABLE OF CONTENTS

PAGE

Purchase of Shares..................................... 12
Redemption of Shares................................... 13
Exchange of Shares..................................... 14
Dividends and Distributions............................ 14
Net Asset Value........................................ 15
Organization........................................... 15
Taxes.................................................. 16
Additional Information................................. 17
Appendix............................................... 19
</TABLE>
<PAGE>
The Pierpont Tax Exempt Bond Fund

INVESTORS FOR WHOM THE FUND IS DESIGNED

The Pierpont Tax Exempt Bond 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 Fund seeks 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. 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.

This Prospectus describes the financial history, investment objective and
policies, management and operation of The Pierpont Tax Exempt Bond 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 Tax Exempt Bond
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.

<TABLE>
<S> <C>
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
</TABLE>

1
<PAGE>
EXPENSE TABLE
ANNUAL OPERATING EXPENSES*

<TABLE>
<S> <C>
Advisory Fees.............................................................................. 0.30%
Rule 12b-1 Fees............................................................................ None
Other Expenses............................................................................. 0.41%
---------
Total Operating Expenses................................................................... 0.71%

<FN>

* Expenses are expressed as a percentage of average net assets of the Fund. See
Management of the Trust and Portfolio.
</FN>
</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>
<S> <C>
1 Year....................................................................................... $ 7
3 Years...................................................................................... $ 23
5 Years...................................................................................... $ 40
10 Years..................................................................................... $ 88
</TABLE>

2
<PAGE>
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 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.
<TABLE>
<CAPTION>
FOR THE FISCAL YEAR ENDED AUGUST 31
----------------------------------------------------------------------------------------
1994 1993 1992 1991 1990 1989 1988 1987
--------- ----------- --------- --------- --------- --------- --------- ---------
<S> <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
--------- ----------- --------- --------- --------- --------- --------- ---------
Income From Investment
Operations:
Net Investment Income.......... 0.51 0.55 0.62 0.68 0.70 0.71 0.71 0.69
Net Realized and Unrealized
Gain (Loss) on Investments.... (0.35) 0.56 0.41 0.44 (0.10) 0.13 (0.12) (0.27)
--------- ----------- --------- --------- --------- --------- --------- ---------
Total From Investment
Operations...................... 0.16 1.11 1.03 1.12 0.60 0.84 0.59 0.42
--------- ----------- --------- --------- --------- --------- --------- ---------
Less Distributions:
Dividends from Net Investment
Income........................ (0.51) (0.55) (0.62) (0.68) (0.70) (0.71) (0.71) (0.69)
Distributions from Net Capital
Gains......................... (0.24) (0.12) -0- -0- -0- -0- -0- (0.04)
--------- ----------- --------- --------- --------- --------- --------- ---------
Total Distributions.............. (0.75) (0.67) (0.62) (0.68) (0.70) (0.71) (0.71) (0.73)
--------- ----------- --------- --------- --------- --------- --------- ---------
Net Asset Value, End of Period... $ 11.45 $ 12.04 $ 11.60 $ 11.19 $ 10.75 $ 10.85 $ 10.72 $ 10.84
--------- ----------- --------- --------- --------- --------- --------- ---------
--------- ----------- --------- --------- --------- --------- --------- ---------
Total Return..................... 1.35% 9.88% 9.47% 10.67% 5.65% 8.11% 5.64% 3.43%
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
Ratio to Average Net Assets:
Expenses..................... 0.71% 0.74% 0.77% 0.78% 0.79% 0.80% 0.80% 0.80%
Net Investment Income........ 4.39% 4.64% 5.45% 6.12% 6.43% 6.62% 6.62% 6.17%
Decrease Reflected in the
Above Expense Ratio due to
Fee Waivers and Expense
Reimbursements.............. -- 0.01% 0.01% 0.02% 0.04% 0.06% 0.08% 0.05%
Portfolio Turnover............. -- 40.80%(c) 19.94% 16.39% 7.45% 10.19% 20.03% 51.77%

1986 1985(1)
--------- -------------
<S> <C> <C>
Net Asset Value, Beginning of
Period.......................... $ 10.30 $ 10.00
--------- -------------
Income From Investment
Operations:
Net Investment Income.......... 0.75 0.70
Net Realized and Unrealized
Gain (Loss) on Investments.... 0.92 0.30
--------- -------------
Total From Investment
Operations...................... 1.67 1.00
--------- -------------
Less Distributions:
Dividends from Net Investment
Income........................ (0.75) (0.70)
Distributions from Net Capital
Gains......................... (0.07) -0-
--------- -------------
Total Distributions.............. (0.82) (0.70)
--------- -------------
Net Asset Value, End of Period... $ 11.15 $ 10.30
--------- -------------
--------- -------------
Total Return..................... 16.05% 10.34%(a)
Ratios and Supplemental Data:
Net Assets, End of Period (In
Thousands).................... $ 125,475 $55,731
Ratio to Average Net Assets:
Expenses..................... 0.80% 0.80%(b)
Net Investment Income........ 6.94% 7.46%(b)
Decrease Reflected in the
Above Expense Ratio due to
Fee Waivers and Expense
Reimbursements.............. 0.11% 0.48%(b)
Portfolio Turnover............. 38.12% 79.25%

<FN>
---------
(1) Commencement of Operations October 3, 1984.

(a) Not annualized.

(b) Annualized.

(c) 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.
</FN>
</TABLE>

3
<PAGE>
SPECIAL INFORMATION CONCERNING HUB AND SPOKE-REGISTERED TRADEMARK-

INVESTMENT OBJECTIVE AND POLICIES

The 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 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.

Morgan 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 a 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 Morgan 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. 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 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.

5
<PAGE>
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 industrial development bonds in projects
of similar type or in the same state.

MONEY MARKET INSTRUMENTS. 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 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. For
more information about municipal notes, see Investment Objectives and Policies
in the Statement of Additional Information.

The Portfolio will invest in money market instruments that 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 Morgan'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.

ADDITIONAL INVESTMENT INFORMATION AND RISK FACTORS

6
<PAGE>
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.

TAXABLE INVESTMENTS. The Portfolio attempts to invest its assets in tax exempt
municipal securities; however, the Portfolio is permitted to invest up to 20% of
the value of its total assets in securities, the interest income on which may be
subject to federal, state or local income taxes. The Portfolio may make taxable
investments pending investment of proceeds from sales of its interests or
portfolio securities, pending settlement of purchases of portfolio securities,
to maintain liquidity or when it is advisable in Morgan's opinion because of
adverse market conditions. The Portfolio 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
Morgan, tax exempt securities satisfying the Portfolio's investment objective
may not be purchased, the 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 the Portfolio include obligations of the U.S.
Government and its agencies and instrumentalities, bank obligations, commercial
paper and repurchase agreements and other debt securities which meet the
Portfolio's quality requirements. See Taxes.

7
<PAGE>
PUTS. The Portfolio 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 objective of the Portfolio and
subject to the supervision of the Trustees, the purpose of this practice is to
permit the Portfolio 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 to facilitate Morgan's
ability to manage the portfolio actively. The principal risk of puts is that the
put writer may default on its obligation to repurchase. Morgan will monitor each
writer's ability to meet its obligations under puts.

The amortized cost method is used by the Portfolio to value all 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 were to
invest in municipal securities with maturities of 60 days or more that are
subject to separate puts.

SYNTHETIC VARIABLE RATE INSTRUMENTS. The Portfolio 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 conditions) on the part
of the purchaser to tender it periodically to a third party at par. Morgan 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 Portfolio will be that of holding the long-term bond.

INVESTMENT RESTRICTIONS

8
<PAGE>
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.

The Fund may not (i) 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; or (ii) 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.

MANAGEMENT OF THE TRUST AND PORTFOLIO

<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.

9
<PAGE>
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.

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
and its predecessor entity (the inception date of each person's responsibility
for the Portfolio (or its predecessor) and his or her business experience for
the past 5 years is indicated parenthetically): Elbridge T. Gerry, III, Vice
President (since January, 1992, employed by Morgan since prior to 1990) and
Elizabeth A. Augustin, Vice President (since January, 1992, employed by Morgan
since prior to 1990).

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

10
<PAGE>
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.

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.

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
0.12% of the Fund's average daily net assets up to $100 million and 0.10% of
average

11
<PAGE>
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: 0.10% on net assets up to $200 million, 0.05% on the next $200
million in net assets and 0.03% on net assets thereafter.

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.

EXPENSES. In addition to the expenses that Morgan assumes under the Financial
and Fund Accounting Services Agreements, 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.

SHAREHOLDER SERVICING

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 0.18% 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

12
<PAGE>
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.

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. 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. 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 (or an Eligible Institution) to transfer immediately available funds to
the Fund's 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.

REDEMPTION OF SHARES

13
<PAGE>
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.

EXCHANGE OF SHARES

DIVIDENDS AND DISTRIBUTIONS

14
<PAGE>
income of the Portfolio less the Fund's expenses. Expenses of the Fund and the
Portfolio, including the fees payable to Morgan, 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.

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

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.

15
<PAGE>
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.

TAXES

The Fund 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 the Fund which consists
of interest received by the Fund on tax exempt securities. Exempt-interest
dividends received from the Fund will be treated for federal income tax purposes
as tax exempt interest income. In view of the Fund's investment policies, it is
expected that a substantial portion of the Fund's dividends will be
exempt-interest dividends, although the Fund 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.

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 Fund has limited its 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 Fund currently has no intention of investing in obligations subject
to the alternative minimum tax under normal market conditions.

16
<PAGE>
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 the Fund.

Interest on indebtedness incurred or continued by a shareholder (whether a
corporation or an individual) to purchase or carry shares of the Fund 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
the Fund 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 the Fund.

Distributions of taxable 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 are not eligible for the dividends-received deduction.

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. 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 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 addition, any loss realized by a shareholder upon the redemption
or exchange of shares in the Fund 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.

ADDITIONAL INFORMATION

17
<PAGE>
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 & Poors 500 Composite Stock Price Index, the Dow Jones
Industrial Average, the Frank Russell Indexes and other industry publications.
The Fund may advertise "yield" and "tax equivalent yield". Yield refers to the
net income generated by an investment in the Fund 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. The tax equivalent yield is calculated similarly to the
yield for the Fund, 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 the Fund.

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. 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 Fund's Distributor at (800) 847-9487.

18
<PAGE>
APPENDIX

The Portfolio is permitted to enter into the futures and options transactions
described below, but it does not currently intend to do so.

The Portfolio may (a) purchase and sell 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.

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.

OPTIONS

19
<PAGE>
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.

FUTURES CONTRACTS

21
<PAGE>

-----------------------------------
The
Pierpont
Tax Exempt
Bond
Fund

<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. JANUARY 3, 1995
</TABLE>
<PAGE>
--------------------------------------------------------------------------------

PROSPECTUS
The Pierpont Tax Exempt Money Market Fund
6 ST. JAMES AVENUE
BOSTON, MASSACHUSETTS 02116
FOR INFORMATION CALL (800) 521-5411

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 Tax Exempt Money Market 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 TAX EXEMPT MONEY MARKET 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 4.

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 January 3, 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.

THE DATE OF THIS PROSPECTUS IS JANUARY 3, 1995
<PAGE>
TABLE OF CONTENTS

PAGE

Purchase of Shares..................................... 12
Redemption of Shares................................... 13
Exchange of Shares..................................... 14
Dividends and Distributions............................ 14
Net Asset Value........................................ 14
Organization........................................... 15
Taxes.................................................. 15
Additional Information................................. 17
</TABLE>
<PAGE>
The Pierpont Tax Exempt Money Market Fund

INVESTORS FOR WHOM THE FUND IS DESIGNED

The Pierpont Tax Exempt Money Market Fund is designed for investors who seek
current income exempt from federal income tax, stability of capital and
liquidity. See Taxes. The Fund seeks to achieve its investment 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. 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 PIERPONT TAX EXEMPT MONEY MARKET FUND SEEKS TO MAINTAIN A STABLE NET ASSET
VALUE OF $1.00 PER SHARE; THERE CAN BE NO ASSURANCE THAT IT WILL BE ABLE TO
CONTINUE TO DO SO.

This Prospectus describes the financial history, investment objective and
policies, management and operation of The Pierpont Tax Exempt Money Market 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 Tax Exempt Money
Market 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.

1
<PAGE>
EXPENSE TABLE
ANNUAL OPERATING EXPENSES*

<TABLE>
<S> <C>
Advisory Fees.............................................................................. 0.20%
Rule 12b-1 Fees............................................................................ None
Other Expenses After Expense Reimbursements................................................ 0.32%
---------
Total Operating Expenses................................................................... 0.52%

<FN>

* Expenses are expressed as a percentage of average net assets of the Fund for
the most recent fiscal year, after any applicable expense reimbursements.
Without giving effect to any reimbursements, Total Operating Expenses would have
been equal on an annual basis to 0.53% of the average daily net assets of the
Fund. See Management of the Trust and Portfolio.
</FN>
</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>
<S> <C>
1 Year...................................................................................... $ 5
3 Years..................................................................................... $ 17
5 Years..................................................................................... $ 29
10 Years.................................................................................... $ 65
</TABLE>

2
<PAGE>
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 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.
<TABLE>
<CAPTION>
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)
on Investments.......... (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:
Dividends from Net
Investment Income....... (0.0212) (0.0214) (0.0317) (0.0460) (0.0550) (0.0581) (0.0455) (0.0387) (0.0460)
Distributions from Net
Capital Gains........... (0.0000)(a) (0.0002) -0- -0- -0- (0.0001) (0.0001) (0.0005) (0.0001)
------------ ---------- --------- --------- --------- --------- --------- --------- ---------
Total Distributions........ (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
Ratio to Average Net
Assets:
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 and Fee
Waivers............... 0.01% 0.01% 0.01% 0.01% -- -- -- -- --

1985
---------
<S> <C>
Net Asset Value, Beginning
of Period................. $ 1.00
---------
Income From Investment
Operations:
Net Investment Income.... 0.0501
Net Realized Gain (Loss)
on Investments.......... 0.0001
---------
Total From Investment
Operations................ 0.0502
---------
Less Distributions:
Dividends from Net
Investment Income....... (0.0501)
Distributions from Net
Capital Gains........... (0.0001)
---------
Total Distributions........ (0.0502)
---------
Net Asset Value, End of
Period.................... $ 1.00
---------
---------
Total Return............... 5.02%
Ratios and Supplemental
Data:
Net Assets, End of Period
(In Thousands).......... $ 350,417
Ratio to Average Net
Assets:
Expenses............... 0.62%
Net Investment Income.. 5.01%
Decrease Reflected in
Above Expense Ratio
due to Expense
Reimbursements and Fee
Waivers............... --

<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.
</FN>
</TABLE>

3
<PAGE>
SPECIAL INFORMATION CONCERNING HUB AND SPOKE-REGISTERED TRADEMARK-

INVESTMENT OBJECTIVE AND POLICIES

The 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 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.

5
<PAGE>
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 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.

ADDITIONAL INVESTMENT INFORMATION AND RISK FACTORS

6
<PAGE>
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.

TAXABLE INVESTMENTS. The Portfolio attempts to invest its assets in tax exempt
municipal securities; however, the Portfolio is permitted to invest up to 20% of
the value of its total assets in securities, the interest income on which may be
subject to federal, state or local income taxes. The Portfolio may make taxable
investments pending investment of proceeds from sales of its interests or
portfolio securities, pending settlement of purchases of portfolio securities,
to maintain liquidity or when it is advisable in Morgan's opinion because of
adverse market conditions. The Portfolio 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. The taxable investments permitted for the Portfolio
include obligations of the U.S. Government and its agencies and
instrumentalities, bank obligations, commercial paper and repurchase agreements.

PUTS. The Portfolio 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 objective of the Portfolio and
subject to the supervision of the Trustees, the purpose of this practice is to
permit the Portfolio 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 and to purchase at a later date
securities other than those subject to the put. The principal risk of puts is
that the put writer may default on its obligation to repurchase. Morgan will
monitor each writer's ability to meet its obligations under puts.

The amortized cost method is used by the Portfolio to value all municipal
securities; no value is assigned to any puts.

7
<PAGE>
ILLIQUID INVESTMENTS; PRIVATELY PLACED AND OTHER UNREGISTERED SECURITIES. The
Portfolio 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. Subject to that non-fundamental policy limitation, 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 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.

INVESTMENT RESTRICTIONS

The Fund may not (i) borrow money, except from banks for temporary,
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; or (ii) 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.

8
<PAGE>
MANAGEMENT OF THE TRUST AND PORTFOLIO

<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.

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.

9
<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 her or
his business experience for the past 5 years is indicated parenthetically):
Elizabeth A. Augustin, Vice President (since January, 1992, employed by Morgan
since prior to 1990) and Elbridge T. Gerry, III, Vice President (since January,
1992, 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 0.20% of the Portfolio's average daily net assets up to $1
billion, and 0.10% of average daily net assets in excess of $1 billion.

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.

10
<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.

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
0.043% of the Fund's average daily net assets. 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 annual rate of 0.03% of the
Portfolio's average daily net assets.

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.

11
<PAGE>
SHAREHOLDER SERVICING

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 0.21% of the Fund's average daily net assets up to $1.5 billion and
0.16% of average daily net assets in excess of $1.5 billion. 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

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 same day. Any
shareholder may also call J.P. Morgan Funds Services at (800) 521-5411 for
assistance in placing an order for Fund shares. Immediately available funds must
be received by 11:00 A.M. New York time on a business day for the purchase to be
effective and dividends to be earned on the same day. The Fund does not accept
orders after the indicated time. If funds are received after 11 A.M. New York
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.

12
<PAGE>
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

A redemption request received on a business day prior to 11:00 A.M. New York
time 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 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. 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.

13
<PAGE>
EXCHANGE OF SHARES

DIVIDENDS AND DISTRIBUTIONS

All of the 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
the Fund for dividend purposes consists of its pro rata share of the net income
of the 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 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 Fund earn dividends on the business day their purchase is
effective, but not on the business day their redemption is effective. See
Purchase of Shares and Redemption of Shares.

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. The Portfolio
values all portfolio securities by the amortized cost method. This method
attempts to maintain for the Fund 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 the Portfolio.

14
<PAGE>
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.

TAXES

15
<PAGE>
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.

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 the Fund.

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. The Fund does not expect to realize long-term
capital gains and thus does not contemplate paying distributions taxable to
shareholders who are subject to tax as long-term capital gains.

16
<PAGE>
Any gain or loss realized on the redemption or exchange of Fund shares by a
shareholder who is not a dealer in securities will be treated as long-term
capital gain or loss if the shares have been held for more than one year, and
otherwise as short-term capital gain or loss. However, any loss realized by a
shareholder upon the redemption or exchange of shares in the Fund held for six
months or less will be treated as a long-term capital loss to the extent of any
long-term capital gain distributions received by the shareholder with respect to
such shares. In addition, any loss realized by a shareholder upon the redemption
or exchange of shares in the Fund held six months or less will be disallowed to
the extent of any exempt-interest dividends received by the shareholder with
respect to the shares. See Taxes in the Statement of Additional Information.

ADDITIONAL INFORMATION

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, Donoghue's Money Market and Tax Free Money Market fund averages and
other industry publications. The Fund may advertise "yield," "effective yield,"
and "tax equivalent yield". Yield refers to the net income generated by an
investment in the Fund 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. Effective yield is calculated similarly to the
yield, but, when annualized, the income earned by an investment in the Fund is
assumed to be reinvested; the effective yield will be slightly higher than the
yield because of the compounding effect of this assumed reinvestment. Tax
equivalent yield is calculated similarly to the yield for the Fund, 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 the Fund.

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. 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 Fund's Distributor at (800) 847-9487.

17
<PAGE>

--------------------------------------
The
Pierpont
Tax Exempt
Money Market
Fund

<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. JANUARY 3, 1995
</TABLE>
<PAGE>
PROSPECTUS
The Pierpont Bond Fund
6 ST. JAMES AVENUE
BOSTON, MASSACHUSETTS 02116
FOR INFORMATION CALL (800) 521-5411

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 Bond 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 U.S. FIXED INCOME 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.

THE DATE OF THIS PROSPECTUS IS MARCH 1, 1995
<PAGE>
TABLE OF CONTENTS

PAGE

Purchase of Shares..................................... 14
Redemption of Shares................................... 15
Exchange of Shares..................................... 16
Dividends and Distributions............................ 16
Net Asset Value........................................ 16
Organization........................................... 17
Taxes.................................................. 17
Additional Information................................. 18
Appendix............................................... 20
</TABLE>
<PAGE>
The Pierpont Bond Fund

INVESTORS FOR WHOM THE FUND IS DESIGNED

The Pierpont Bond Fund is designed for investors seeking a higher total return
over time than that generally available from a portfolio of short-term
obligations in exchange for some risk of capital. The Fund seeks to achieve its
investment 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. 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.

This Prospectus describes the financial history, investment objective and
policies, management and operation of The Pierpont Bond 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 Bond 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.

1
<PAGE>
EXPENSE TABLE
ANNUAL OPERATING EXPENSES*

<TABLE>
<S> <C>
Advisory Fees.............................................................................. 0.30%
Rule 12b-1 Fees............................................................................ None
Other Expenses After Expense Reimbursements................................................ 0.48%
---------
Total Operating Expenses After Expense Reimbursements...................................... 0.78%
</TABLE>

* 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 0.79% 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:

<TABLE>
<S> <C>
1 Year....................................................................................... $ 8
3 Years...................................................................................... $ 25
5 Years...................................................................................... $ 43
10 Years..................................................................................... $ 97
</TABLE>

FINANCIAL HIGHLIGHTS

2
<PAGE>

<TABLE>
<CAPTION>
FOR THE FISCAL YEAR ENDED OCTOBER 31
----------------------------------------------------------------------------------------
1994 1993 1992 1991 1990 1989 1988(1)
----------- ------------ ----------- ----------- ----------- ----------- ---------
<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%
Ratios and Supplemental Data:
Net Assets, End of Period (In
Thousands)........................... $ 112,049 $ 103,572 $ 75,822 $ 41,616 $ 12,306 $ 8,449 $ 4,847
Ratios to Average Net Assets:
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 the 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%* 267.04% 166.78% 68.55% 81.92% 143.67%
<FN>

------------
(1) Commencement of Operations March 11, 1988. For the period, total return has
not been annualized and ratios have been annualized.

* 1993 Portfolio Turnover reflects the period November 1, 1992 to July 11,
1993. In July, 1993 the Fund's predecessor contributed all of its
investable assets to The U.S. Fixed Income Portfolio.
</FN>
</TABLE>

SPECIAL INFORMATION CONCERNING HUB AND SPOKE-REGISTERED TRADEMARK-

3
<PAGE>
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.

INVESTMENT OBJECTIVE AND POLICIES

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.

4
<PAGE>
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.

Morgan 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, Morgan adjusts the
duration of the Portfolio in light of market conditions and Morgan'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. Morgan 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 Morgan
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, Morgan 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 Salomon Brothers Broad Investment Grade Bond Index, the
Portfolio's benchmark. Currently, the benchmark's duration is approximately 4.5
years. The maturities of the individual securities in the Portfolio may vary
widely, however.

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

5
<PAGE>
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 INSTRUMENTS. The Portfolio may purchase money market instruments 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. The money market investments permitted for the Portfolio include
obligations of the U.S. Government and its agencies and instrumentalities, other
debt securities, commercial paper, bank obligations and repurchase agreements.
For more detailed information about these money market investments, see
Investment Objectives and Policies in the Statement of Additional Information.

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
Morgan'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 Morgan'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
Morgan'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.

6
<PAGE>
ADDITIONAL INVESTMENT INFORMATION AND RISK FACTORS

7
<PAGE>
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.

Since investments in foreign securities involve foreign currencies, the value of
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.

8
<PAGE>
FOREIGN CURRENCY EXCHANGE TRANSACTIONS. Because the Portfolio may buy and sell
securities and receive 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.

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. 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.

9
<PAGE>
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.

INVESTMENT RESTRICTIONS

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 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.

10
<PAGE>
MANAGEMENT OF THE TRUST AND PORTFOLIO

<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.

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.

11
<PAGE>
inception date of each person's responsibility for the Portfolio and his or her
business experience for the past 5 years is indicated parenthetically): William
G. Tennille, Vice President (since January, 1994, employed by Morgan since
March, 1992, previously Managing Director, Manufacturers Hanover Trust Company)
and Connie J. Plaehn, Vice President (since January, 1994, employed by Morgan
since prior to 1990).

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.

12
<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.

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, equal to 0.12% of the
Fund's average daily net assets up to $100 million and 0.10% of the Fund's
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: 0.10% on net assets up to $200 million, 0.05% on the next $200
million in net assets, and 0.03% on net assets thereafter.

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. For the Fund and the Portfolio, the Trustees 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.

13
<PAGE>
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 0.78%.

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 0.18% 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

14
<PAGE>
shares must be accompanied by instructions to Morgan (or an Eligible
Institution) to transfer immediately available funds to the Fund's 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.

REDEMPTION OF SHARES

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
deposited on settlement date in immediately available funds to the shareholder's
account at Morgan or at his or her Eligible Institution or, in the case of
certain Morgan 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.

15
<PAGE>
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 Additional Information below for an explanation of the
telephone redemption policy of The Pierpont Funds.

DIVIDENDS AND DISTRIBUTIONS

The Fund intends to distribute substantially all of its net investment income.
The net investment income of the 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 the Fund for dividend purposes consists of its pro rata
share of the net income of the Portfolio less the Fund's expenses. Expenses of
the Fund and the Portfolio, including the fees payable to Morgan, 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 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.

NET ASSET VALUE

16
<PAGE>
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.

TAXES

17
<PAGE>
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.

ADDITIONAL INFORMATION

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
Industrial Average, the Frank Russell Indexes and other industry publications.
The Fund may advertise "yield". Yield refers to the net income generated by an
investment in the Fund over a stated 30-day period. This income is then
annualized -- i.e., the amount of income

18
<PAGE>
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.

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. 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 Fund's Distributor at (800) 847-9487.

19
<PAGE>
APPENDIX

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.

OPTIONS

20
<PAGE>
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.

FUTURES CONTRACTS

22
<PAGE>

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

<TABLE>
<S> <C>
The
Pierpont
Bond Fund
</TABLE>

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

PROSPECTUS
The Pierpont Emerging Markets Equity Fund
6 ST. JAMES AVENUE
BOSTON, MASSACHUSETTS 02116
FOR INFORMATION CALL (800) 521-5411

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 Emerging Markets 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 EMERGING MARKETS 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 2.

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.

THE DATE OF THIS PROSPECTUS IS MARCH 1, 1995
<PAGE>
TABLE OF CONTENTS

<TABLE>
<S> <C>
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...................... 4
Additional Investment Information and Risk Factors..... 6
Investment Restrictions................................ 9
Management of the Trust and Portfolio.................. 10
Shareholder Servicing.................................. 13
Purchase of Shares..................................... 13

PAGE

Redemption of Shares................................... 14
Exchange of Shares..................................... 15
Dividends and Distributions............................ 15
Net Asset Value........................................ 16
Organization........................................... 16
Taxes.................................................. 17
Additional Information................................. 18
Appendix............................................... 19
</TABLE>
<PAGE>
The Pierpont Emerging Markets Equity Fund

INVESTORS FOR WHOM THE FUND IS DESIGNED

The Pierpont Emerging Markets Equity Fund is designed for long term investors
who want to diversify their investments by adding exposure to the rapidly
growing emerging markets. The Fund seeks to achieve its investment objective by
investing all of its investable assets in The Emerging Markets 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 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.

This Prospectus describes the investment objective and policies, management and
operation of The Pierpont Emerging Markets 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 Emerging Markets
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.

<TABLE>
<S> <C>
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
</TABLE>

1
<PAGE>
EXPENSE TABLE
ANNUAL OPERATING EXPENSES*

<TABLE>
<S> <C>
Advisory Fees........................................................................................ 1.00%
Rule 12b-1 Fees...................................................................................... None
Other Expenses After Expense Reimbursements.......................................................... 0.84%
---------
Total Operating Expenses After Expense Reimbursements................................................ 1.84%

<FN>

* 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 1.96% of the average net assets of the Fund. See Management of the
Trust and Portfolio.
</FN>
</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>
<S> <C>
1 Year................................................................................................. $ 19
3 Years................................................................................................ $ 58
5 Years................................................................................................ $ 100
10 Years............................................................................................... $ 216
</TABLE>

FINANCIAL HIGHLIGHTS

The following selected data for a share outstanding for the indicated period
have been audited by independent accountants. The Fund's Annual Report, which is
incorporated by reference into the Statement of Additional Information,

2
<PAGE>
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.

<TABLE>
<CAPTION>
FOR THE PERIOD
NOVEMBER 15, 1993
THROUGH
OCTOBER 31, 1994(1)
---------------------
<S> <C>
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%
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. For the period, total return
has not been annualized.
</FN>
</TABLE>

SPECIAL INFORMATION CONCERNING HUB AND SPOKE-REGISTERED TRADEMARK-

INVESTMENT OBJECTIVE AND POLICIES

The 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.

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

4
<PAGE>
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.

5
<PAGE>
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.

ADDITIONAL INVESTMENT INFORMATION AND RISK FACTORS

6
<PAGE>
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 these Portfolios by domestic
companies.

The Portfolio 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

7
<PAGE>
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.

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.

8
<PAGE>
the risk of fluctuations in the value of the currency purchased vis a vis the
hedged currency and the U.S. dollar. The precise matching of the forward
contract amounts and the value of the securities involved will not generally be
possible because the future value of such securities in foreign currencies will
change as a consequence of market movements in the value of such securities
between the date the forward contract is entered into and the date it matures.
The projection of currency market movements is extremely difficult, and the
successful execution of a hedging strategy is highly uncertain.

MONEY MARKET INSTRUMENTS. 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 objective and long-term investment 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 the Portfolio 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

9
<PAGE>
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.

MANAGEMENT OF THE TRUST AND PORTFOLIO

<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.

10
<PAGE>
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.

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): Douglas
J. Dooley, Vice President (since November, 1993, employed by Morgan since prior
to 1990) and Satyen Mehta, Vice President (since November, 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 1.00% of the Portfolio's average daily net assets. While the
advisory fee for the Portfolio is higher than that of most investment companies,
it is similar to the advisory fees of other emerging market funds.

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.

11
<PAGE>
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.

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.

12
<PAGE>
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.

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 October 31, 1994 to the extent necessary to
maintain the Total Operating Expenses (which includes expenses of the Fund and
the Portfolio) at the annual rate of 1.88% 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.

SHAREHOLDER SERVICING

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

13
<PAGE>
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.

REDEMPTION OF SHARES

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, in any event are paid within seven days.

14
<PAGE>
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 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.

EXCHANGE OF SHARES

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.

15
<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

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.

16
<PAGE>
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 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

17
<PAGE>
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

18
<PAGE>
APPENDIX

The Portfolio may (a) purchase and sell (write) 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 and
sell (write) put and call options on futures contracts on indexes of equity
securities.

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.

OPTIONS

OPTIONS ON INDEXES. The Portfolio may purchase and sell (write) 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 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.

FUTURES CONTRACTS

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 in
strument 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.

<PAGE>

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

<TABLE>
<S> <C>
The
Pierpont
Emerging Markets
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
</TABLE>
<PAGE>
--------------------------------------------------------------------------------

PROSPECTUS
The Pierpont Money Market Fund
6 ST. JAMES AVENUE
BOSTON, MASSACHUSETTS 02116
FOR INFORMATION CALL (800) 521-5411

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 Money Market 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 MONEY MARKET 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
4.

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.

THE DATE OF THIS PROSPECTUS IS MARCH 1, 1995
<PAGE>
TABLE OF CONTENTS

<TABLE>
<S> <C>
PAGE
Investors for Whom the Fund Is Designed................ 1
Financial Highlights................................... 3
Special Information Concerning Hub and
Spoke-Registered Trademark-............................ 4
Investment Objective and Policies...................... 5
Additional Investment Information and Risk Factors..... 6
Investment Restrictions................................ 8
Management of the Trust and Portfolio.................. 9
Shareholder Servicing.................................. 12
PAGE
Purchase of Shares..................................... 12
Redemption of Shares................................... 13
Exchange of Shares..................................... 14
Dividends and Distributions............................ 14
Net Asset Value........................................ 14
Organization........................................... 15
Taxes.................................................. 15
Additional Information................................. 16
</TABLE>
<PAGE>
The Pierpont Money Market Fund

INVESTORS FOR WHOM THE FUND IS DESIGNED

The Pierpont Money Market Fund is designed to be an economical and convenient
means of making substantial investments in money market instruments for
investors who are interested in current income, preserving capital and
maintaining liquidity. The Fund seeks to achieve its investment 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. 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 PIERPONT MONEY MARKET FUND SEEKS TO MAINTAIN A STABLE NET ASSET VALUE OF
$1.00 PER SHARE; THERE CAN BE NO ASSURANCE THAT IT WILL BE ABLE TO CONTINUE TO
DO SO.

This Prospectus describes the financial history, investment objective and
policies, management and operation of The Pierpont Money Market 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 Money Market 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.

1
<PAGE>
EXPENSE TABLE
ANNUAL OPERATING EXPENSES*

<TABLE>
<S> <C>
Advisory Fees.............................................................................. 0.14%
Rule 12b-1 Fees............................................................................ None
Other Expenses After Expense Reimbursements................................................ 0.29%
---------
Total Operating Expenses After Expense Reimbursements...................................... 0.43%

<FN>
* 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 0.44% of the average daily net assets of the Fund. See
Management of the Trust and Portfolio.
</FN>
</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>
<S> <C>
1 Year...................................................................................... $ 4
3 Years..................................................................................... $ 14
5 Years..................................................................................... $ 24
10 Years.................................................................................... $ 54
</TABLE>

2
<PAGE>
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 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.
<TABLE>
<CAPTION>
FOR THE FISCAL YEAR ENDED NOVEMBER 30
----------------------------------------------------------------------------------------------------------
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......... 0.0367 0.0281 0.0371 0.0612 0.0780 0.0877 0.0705 0.0606 0.0652
Net Realized
Gain (Loss)
From
Portfolio...... (0.0000)(a) 0.0003 0.0006 0.0002 -0- -0- -0- -0- 0.0002
---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Total From
Investment
Operations....... 0.0367 0.0284 0.0377 0.0614 0.0780 0.0877 0.0705 0.0606 0.0654
---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Less Distributions
to Shareholders
From:
Net Investment
Income......... (0.0367) (0.0281) (0.0371) (0.0612) (0.0780) (0.0877) (0.0705) (0.0606) (0.0652)
Net Capital
Gains.......... -0- (0.0003) (0.0006) (0.0002) -0- -0- -0- -0- (0.0002)
---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Total
Distributions to
Shareholders..... (0.0367) (0.0284) (0.0377) (0.0614) (0.0780) (0.0877) (0.0705) (0.0606) (0.0654)
---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
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...... 3.73% 2.89%(b) 3.83%(b) 6.31%(b) 8.09%(b) 9.15%(b) 7.25%(b) 6.23%(b) 6.73%(b)
Ratios and
Supplemental
Data:
Net Assets, 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 $1,229,640
Ratios to
Average Net
Assets:
Expenses...... 0.43% 0.43% 0.43% 0.43% 0.47% 0.46% 0.49% 0.54% 0.58%
Net Investment
Income....... 3.64% 2.82% 3.74% 6.10% 7.80% 8.77% 7.05% 6.06% 6.52%
Decrease
Reflected in
the Above
Expense Ratio
due to
Expense
Reimbursements.. 0.01% 0.01% 0.01% 0.01% -- -- -- -- --

1985
---------
<S> <C>
Net Asset Value,
Beginning of
Period........... $ 1.00
---------
Income From
Investment
Operations:
Net Investment
Income......... 0.0781
Net Realized
Gain (Loss)
From
Portfolio...... 0.0001
---------
Total From
Investment
Operations....... 0.0782
---------
Less Distributions
to Shareholders
From:
Net Investment
Income......... (0.0781)
Net Capital
Gains.......... (0.0001)
---------
Total
Distributions to
Shareholders..... (0.0782)
---------
Net Asset Value,
End of Period.... $ 1.00
---------
---------
Total Return...... 8.15%(b)
Ratios and
Supplemental
Data:
Net Assets, End
of Period (In
Thousands)..... $ 811,831
Ratios to
Average Net
Assets:
Expenses...... 0.61%
Net Investment
Income....... 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.
</FN>
</TABLE>

3
<PAGE>
SPECIAL INFORMATION CONCERNING HUB AND SPOKE-REGISTERED TRADEMARK-

INVESTMENT OBJECTIVE AND POLICIES

The 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).

UNITED STATES 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

5
<PAGE>
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 in accordance with procedures established by
the Trustees. For a more detailed discussion of applicable quality requirements,
see Investment Objective 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.

ADDITIONAL INVESTMENT INFORMATION AND RISK FACTORS

6
<PAGE>
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 may invest in certain U.S.
dollar-denominated 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. The Portfolio may only invest in
foreign securities that are not subject to foreign withholding tax.

ILLIQUID INVESTMENTS; PRIVATELY PLACED AND OTHER UNREGISTERED SECURITIES. The
Portfolio 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. Subject to that fundamental policy limitation, 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 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.

7
<PAGE>
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.

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 is subject to
additional non-fundamental requirements governing non-tax exempt money market
funds. These nonfundamental requirements generally prohibit the Fund from
investing more than 5% of its total assets in the securities of any single
issuer, except obligations of the U.S. Government and its agencies and
instrumentalities.

The 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; 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.

8
<PAGE>
MANAGEMENT OF THE TRUST AND PORTFOLIO

<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.

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.

9
<PAGE>
inception date of each person's responsibility for the Portfolio and his
business experience for the past 5 years is indicated parenthetically): Robert
W. Holland, Vice President (since March, 1988, employed by Morgan since prior to
1990) and Robert R. Johnson, Vice President (since June, 1988, employed by
Morgan since prior to 1990).

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.

10
<PAGE>
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.

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.

11
<PAGE>
SHAREHOLDER SERVICING

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 0.18% of the Fund's average daily net assets up to $1.5 billion and
0.15% of average daily net assets in excess of $1.5 billion. 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
Echange is open.

PURCHASE OF SHARES

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 same day. Any
shareholder may also call J.P. Morgan Funds Services at (800) 521-5411 for
assistance in placing an order for Fund shares. Immediately available funds must
be received by 1:00 P.M. New York time on a business day for the purchase to be
effective and dividends to be earned on the same day. The Fund does not accept
orders after the indicated time. If funds are received after 1:00 P.M. New York
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.

REDEMPTION OF SHARES

A redemption request received on a business day prior to 1:00 P.M. New York time
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 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. 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.

13
<PAGE>
EXCHANGE OF SHARES

DIVIDENDS AND DISTRIBUTIONS

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

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.

TAXES

ADDITIONAL INFORMATION

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, Donoghue's Money Market fund average and other industry
publications. The Fund may advertise "yield" and "effective yield". Yield refers
to the net income generated by an investment in the Fund 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. Effective yield
is calculated similarly to the yield, but, when annualized, the income earned by
an investment in the Fund is assumed to be reinvested; the effective yield will
be slightly higher than the yield because of the compounding effect of this
assumed reinvestment.

16
<PAGE>
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. 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 Fund's Distributor at (800) 847-9487.

17
<PAGE>

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

<TABLE>
<S> <C>
The
Pierpont
Money Market
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
</TABLE>
<PAGE>
--------------------------------------------------------------------------------

PROSPECTUS
The Pierpont Short Term Bond Fund
6 ST. JAMES AVENUE
BOSTON, MASSACHUSETTS 02116
FOR INFORMATION CALL (800) 521-5411

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 Short Term Bond 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 SHORT TERM BOND 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(R) 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.

THE DATE OF THIS PROSPECTUS IS MARCH 1, 1995
<PAGE>
TABLE OF CONTENTS

<TABLE>
<S> <C>
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...................... 4
Additional Investment Information and Risk
Factors.............................................. 6
Investment Restrictions................................ 9
Management of the Trust and Portfolio.................. 10
Shareholder Servicing.................................. 13
PAGE
Purchase of Shares..................................... 13
Redemption of Shares................................... 14
Exchange of Shares..................................... 15
Dividends and Distributions............................ 15
Net Asset Value........................................ 16
Organization........................................... 16
Taxes.................................................. 17
Additional Information................................. 18
Appendix............................................... 19
</TABLE>
<PAGE>
The Pierpont Short Term Bond Fund

INVESTORS FOR WHOM THE FUND IS DESIGNED

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 Fund seeks 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. 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.

This Prospectus describes the financial history, investment objective and
policies, management and operation of The Pierpont Short Term Bond 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 Short Term Bond
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.

1
<PAGE>
EXPENSE TABLE
ANNUAL OPERATING EXPENSES*

<TABLE>
<S> <C>
Advisory Fees.............................................................................. 0.25%
Rule 12b-1 Fees............................................................................ None
Other Expenses After Expense Reimbursements................................................ 0.44%
---------
Total Operating Expenses After Expense Reimbursements...................................... 0.69%

<FN>

* 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 2.05% of the average daily net assets of the Fund. See
Management of the Trust and Portfolio.
</FN>
</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>
<S> <C>
1 Year....................................................................................... $ 7
3 Years...................................................................................... $ 22
5 Years...................................................................................... $ 38
10 Years..................................................................................... $ 86
</TABLE>

FINANCIAL HIGHLIGHTS

2
<PAGE>

<TABLE>
<CAPTION>
FOR THE FISCAL
YEAR ENDED FOR THE PERIOD ENDED
OCTOBER 31, 1994 OCTOBER 31, 1993(1)
----------------- ---------------------
<S> <C> <C>
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%
Ratios and Supplemental Data:
Net Assets, End of Period (In Thousands)........................................ $ 6,008 $ 6,842
Ratios to Average Net Assets:
Expenses...................................................................... 0.69% 0.67%
Net Investment Income......................................................... 4.49% 3.44%
Decrease Reflected in the Above Expense Ratio due to Expense Reimbursements... 1.36% 2.80%

<FN>

---------

(1) Commencement of Operations July 8, 1993. For the period, total return has
not been annualized and ratios have been annualized.
</FN>
</TABLE>

SPECIAL INFORMATION CONCERNING HUB AND SPOKE-REGISTERED TRADEMARK-

INVESTMENT OBJECTIVE AND POLICIES

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.

4
<PAGE>
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.

Morgan 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, Morgan adjusts the duration
of the Portfolio in accordance with its outlook for interest rates. Morgan 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 Morgan 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.

Morgan also seeks to limit the likelihood of negative quarterly returns by
balancing the Portfolio's level of income with the possibility of capital
losses. This balancing effort helps determine the Portfolio's duration.

5
<PAGE>
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 purchase money market instruments 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. The money market investments permitted for the Portfolio include
obligations of the U.S. Government and its agencies and instrumentalities, other
debt securities, commercial paper, bank obligations and repurchase agreements.
For more detailed information about these money market investments, see
Investment Objectives and Policies in the Statement of Additional Information.

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 Morgan'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
Morgan'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. 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.

ADDITIONAL INVESTMENT INFORMATION AND RISK FACTORS

6
<PAGE>
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.

7
<PAGE>
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.

8
<PAGE>
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
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.

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. 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.

INVESTMENT RESTRICTIONS

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) 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, pledge or
hypothecate any assets except in connection with any such borrowings 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.

MANAGEMENT OF THE TRUST AND PORTFOLIO

<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.

10
<PAGE>
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.

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 her or
his business experience for the past 5 years is indicated parenthetically):
Connie J. Plaehn, Vice President (since July, 1993, employed by Morgan since
prior to 1990), and William G. Tennille, Vice President (since January, 1994,
employed by Morgan since March, 1992, previously Managing Director,
Manufacturers Hanover Trust Company).

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.

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.

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, equal to 0.12% of the
Fund's average daily net assets up to $100 million and 0.10% 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: 0.05% on net assets up to $200 million, and 0.03% on net assets
thereafter.

12
<PAGE>
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. For the Fund and the Portfolio, the Trustees 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.

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 October 31, 1994 to the extent necessary to
maintain the Total Operating Expenses (which includes expenses of the Fund and
the Portfolio) at the annual rate of 0.67% 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
period identified in Financial Highlights for the Fund were 0.67%.

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 0.18% 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

13
<PAGE>
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.

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. Any shareholder
may also call J.P. Morgan Funds 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. 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 (or an Eligible Institution) to transfer immediately available funds to
the Fund's 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.

REDEMPTION OF SHARES

14
<PAGE>
deposited on settlement date in immediately available funds to the shareholder's
account at Morgan or at his or her Eligible Institution or, in the case of
certain Morgan 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.

EXCHANGE OF SHARES

DIVIDENDS AND DISTRIBUTIONS

15
<PAGE>
redemption proceeds. The net investment income of the Fund for dividend purposes
consists of its pro rata share of the net income of the Portfolio less the
Fund's expenses. Expenses of the Fund and the Portfolio, including the fees
payable to Morgan, 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.

NET ASSET VALUE

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.

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 non-assessable 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.

16
<PAGE>
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 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

17
<PAGE>
ADDITIONAL INFORMATION

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
Industrial Average, the Frank Russell Indexes and other industry publications.
The Fund may advertise "yield". Yield refers to the net income generated by an
investment in the Fund 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.

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. 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 Fund's Distributor at (800) 847-9487.

18
<PAGE>
APPENDIX

The Portfolio may (a) purchase and sell 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 and sell put
and call options on futures contracts on fixed income securities and indexes of
fixed income 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.

OPTIONS

FUTURES CONTRACTS

21
<PAGE>

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

<TABLE>
<S> <C>
The
The Pierpont
Short Term
Bond 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
</TABLE>
<PAGE>
--------------------------------------------------------------------------------

PROSPECTUS

The Pierpont Treasury Money Market Fund
6 ST. JAMES AVENUE
BOSTON, MASSACHUSETTS 02116
FOR INFORMATION CALL (800) 521-5411

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 Treasury Money Market 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 TREASURY MONEY MARKET 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.

THE DATE OF THIS PROSPECTUS IS MARCH 1, 1995
<PAGE>
TABLE OF CONTENTS

<TABLE>
<S> <C>
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...................... 4
Additional Investment Information and Risk Factors..... 5
Investment Restrictions................................ 6
Management of the Trust and Portfolio.................. 7
Shareholder Servicing.................................. 10
PAGE
Purchase of Shares..................................... 10
Redemption of Shares................................... 11
Exchange of Shares..................................... 12
Dividends and Distributions............................ 12
Net Asset Value........................................ 12
Organization........................................... 13
Taxes.................................................. 13
Additional Information................................. 14
</TABLE>
<PAGE>
The Pierpont Treasury Money Market Fund

INVESTORS FOR WHOM THE FUND IS DESIGNED

The Pierpont Treasury Money Market Fund is designed to be an economical and
convenient means of making substantial investments in money market instruments
for investors who are interested in current income, preserving capital and
maintaining liquidity. The Fund seeks 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. 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 PIERPONT TREASURY MONEY MARKET FUND SEEKS TO MAINTAIN A STABLE NET ASSET
VALUE OF $1.00 PER SHARE; THERE CAN BE NO ASSURANCE THAT IT WILL BE ABLE TO
CONTINUE TO DO SO.

This Prospectus describes the financial history, investment objective and
policies, management and operation of The Pierpont Treasury Money Market 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 Treasury Money
Market 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.

<TABLE>
<S> <C>
SHAREHOLDER TRANSACTION EXPENSES
Sales Load Imposed on Purchases............................................................. None
Sales Load Sales on Reinvested Dividends.................................................... None
Deferred Sales Load......................................................................... None
Redemption Fees............................................................................. None
Exchange Fees............................................................................... None
</TABLE>

1
<PAGE>
EXPENSE TABLE
ANNUAL OPERATING EXPENSES*

<TABLE>
<S> <C>
Advisory Fees.............................................................................. 0.20%
Rule 12b-1 Fees............................................................................ None
Other Expenses After Expense Reimbursements................................................ 0.20%
---------
Total Operating Expenses After Expense Reimbursements...................................... 0.40%

<FN>

* 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 0.62% of the average daily net assets of the Fund. See
Management of the Trust and Portfolio.
</FN>
</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>
<S> <C>
1 Year....................................................................................... $ 4
3 Years...................................................................................... $ 13
5 Years...................................................................................... $ 22
10 Years..................................................................................... $ 51
</TABLE>

FINANCIAL HIGHLIGHTS

2
<PAGE>

<TABLE>
<CAPTION>
FOR THE FISCAL FOR THE PERIOD
YEAR ENDED JANUARY 4, 1993 TO
OCTOBER 31, 1994 OCTOBER 31, 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 (Loss) 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 Capital Gains............................................................... (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%
Ratios and Supplemental Data:
Net Assets, End of Period (In Thousands)........................................ $ 118,631 $ 83,097
Ratio to Average Net Assets:
Expenses...................................................................... 0.40% 0.48%
Net Investment Income......................................................... 3.40% 2.53%
Decrease Reflected in the Above Expense Ratio due to Expense Reimbursements... 0.22% 0.26%

<FN>

---------
(1) Commencement of Operations January 4, 1993. For the period, total return has
not been annualized and ratios have been annualized.
(a) Less than $0.0001 per share.
</FN>
</TABLE>

SPECIAL INFORMATION CONCERNING HUB AND SPOKE-REGISTERED TRADEMARK-

INVESTMENT OBJECTIVE AND POLICIES

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.

4
<PAGE>
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.

ADDITIONAL INVESTMENT INFORMATION AND RISK FACTORS

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 Portfolio 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.

5
<PAGE>
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.

INVESTMENT RESTRICTIONS

The 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

6
<PAGE>
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.

MANAGEMENT OF THE TRUST AND PORTFOLIO

<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.

7
<PAGE>
$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.

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): James A.
Hayes, Vice President (since January 1993, employed by Morgan since prior to
1990) and Robert R. Johnson, Vice President (since January 1993, employed by
Morgan since prior to 1990).

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.

8
<PAGE>
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.

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.

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
0.047% of the Fund's average daily net assets. 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 annual rate of 0.03% of the
Portfolio's average daily net assets.

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.

9
<PAGE>
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.

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 0.18% of the Fund's average daily net assets up to $1.5 billion and
0.15% of average daily net assets in excess of $1.5 billion. 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

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 same day. Any
shareholder may also call J.P. Morgan Funds Services at

10
<PAGE>
(800) 521-5411 for assistance in placing an order for Fund shares. Immediately
available funds must be received by 1:00 P.M. New York time on a business day
for the purchase to be effective and dividends to be earned on the same day. The
Fund does not accept orders after the indicated time. If funds are received
after 1:00 P.M. New York 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.

REDEMPTION OF SHARES

11
<PAGE>
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

DIVIDENDS AND DISTRIBUTIONS

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

12
<PAGE>
for the Fund 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 the Portfolio.

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.

TAXES

13
<PAGE>
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.

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 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. The Fund does not expect to
realize long-term capital gains and thus does not contemplate paying
distributions taxable to shareholders who are subject to tax as long-term
capital gains.

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.

ADDITIONAL INFORMATION

14
<PAGE>
Inc., Morningstar 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 Fund may advertise "yield" and "effective
yield". Yield refers to the net income generated by an investment in the Fund
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. Effective yield is calculated similarly to the yield, but, when
annualized, the income earned by an investment in the Fund is assumed to be
reinvested; the effective yield will be slightly higher than the yield because
of the compounding effect of this assumed reinvestment.

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. 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 Fund's Distributor at (800) 847-9487.

15
<PAGE>

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

<TABLE>
<S> <C>
The
Pierpont
Treasury Money
Market Fund
</TABLE>

<TABLE>
<S> <C>
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN
AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATION, 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
</TABLE>