PIERPONT FUNDS
497, 1996-01-02
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PROSPECTUS SUPPLEMENT DATED DECEMBER 29, 1995, TO THE FOLLOWING PROSPECTUSES
(SUPERSEDES SUPPLEMENT DATED SEPTEMBER 1, 1995):

The Pierpont Money Market Fund, dated March 1, 1995
The Pierpont Treasury Money Market Fund, dated March 1, 1995
The Pierpont Short Term Bond Fund, dated March1, 1995
The Pierpont Bond Fund, dated March 1, 1995
The Pierpont New York Total Return Bond Fund, dated August 1, 1995 
The Pierpont Equity Fund, dated October 1, 1995 
The Pierpont Capital Appreciation Fund, dated October 1, 1995
The Pierpont International Equity Fund, dated March 1, 1995 as amended June 21,
  1995 
The Pierpont Emerging Markets Equity Fund, dated March 1, 1995 
The Pierpont Diversified Fund, dated October 1, 1995

         1.  Effective  December  29,  1995,  each  Fund  listed  above  and its
corresponding  Portfolio have agreed to pay Morgan Guaranty Trust Company of New
York   ("Morgan   Guaranty")   for   certain   administrative   services   under
Administrative Services Agreements,  as described below, in addition to the fees
Morgan  Guaranty  receives as  shareholder  servicing  agent for the Fund and as
advisor to the  Portfolio.  At the same  time,  the fees  payable  to  Signature
Broker-Dealer  Services,  Inc.  ("SBDS"),  the  administrator  of each  Fund and
Portfolio,  and the  fees  payable  by  certain  Funds  to  Morgan  Guaranty  as
shareholder  servicing agent were changed.  The anticipated  effect of these fee
changes on the expense  ratios of the Funds is not  significant in comparison to
expense  ratios  that  existed  through  August 31,  1995,  when the Trust's and
Portfolios'  Financial  and Fund  Accounting  Services  Agreements  with  Morgan
Guaranty were terminated.  The tables captioned "Expense Table" and "Example" at
page 2 of each Prospectus listed above are restated in their entirety as follows
as applicable to the Fund described in such Prospectus:

                                 "EXPENSE TABLE


<TABLE>
<CAPTION>
                                                TREASURY                                              NEW YORK
ANNUAL OPERATING              MONEY MARKET      MONEY MARKET           SHORT TERM                     TOTAL RETURN
EXPENSES                      FUND              FUND                   BOND FUND     BOND FUND        BOND FUND
<S>                        <C>              <C>                     <C>           <C>              <C>    

ADVISORY FEE                  0.12%             0.20%                  0.25%         0.30%            0.30%
RULE 12B-1 FEES               None              None                   None          None             None
OTHER EXPENSES AFTER
  APPLICABLE EXPENSE
  REIMBURSEMENTS              0.29%             0.20%                  0.42%         0.43%            0.45%
                              -----             -----                  -----         -----            -----
TOTAL OPERATING
  EXPENSES AFTER
  APPLICABLE EXPENSE
  REIMBURSEMENTS              0.41%1            0.40%2                 0.67%2        0.73%1           0.75%2
                              =====             =====                  =====         =====            =====

</TABLE>

                                       1
<PAGE>

<TABLE>
<CAPTION>

                                                CAPITAL                              EMERGING
ANNUAL OPERATING                                APPRECIATION      INTERNATIONAL      MARKETS EQUITY   DIVERSIFIED
EXPENSES                      EQUITY FUND       FUND              EQUITY FUND        FUND             FUND
<S>                        <C>               <C>               <C>                <C>              <C>   
ADVISORY FEE                  0.40%             0.60%             0.60%              1.00%            0.55%
RULE 12B-1 FEES               None              None              None               None             None
OTHER EXPENSES AFTER
  APPLICABLE EXPENSE
  REIMBURSEMENTS              0.44%             0.30%             0.60%              0.79%            0.43%
                              -----             -----             -----              -----            -----
TOTAL OPERATING EXPENSES
  AFTER APPLICABLE EXPENSE
  REIMBURSEMENTS              0.84%1            0.90%2            1.20%1             1.79%1           0.98%2
                              =====             =====             =====              =====            =====
<FN>
1For each of The Pierpont Money Market,  Bond, Equity,  International Equity and
Emerging  Markets Equity Funds,  fees and expenses are expressed as a percentage
of the Fund's estimated average daily net assets for its current fiscal year and
reflect  the fact  that no  expense  reimbursement  arrangements  are  currently
applicable.

2For each of The Pierpont Treasury Money Market, Short Term Bond, New York Total
Return Bond,  Capital  Appreciation and Diversified Funds, fees and expenses are
expressed as a percentage  of the Fund's  average  daily net assets for its most
recent fiscal year, after any expense reimbursements.
</FN>
</TABLE>

For actual  historical  expense  information  for these  Funds,  see  "Financial
Highlights" in the Prospectus.

                                       2

<PAGE>
                                    EXAMPLE

     An investor would pay the following expenses on a $1,000 investment
assuming (1) 5% annual return and (2) redemption at the end of each time period:

<TABLE>
<CAPTION>
<S>      <C>            <C>            <C>           <C>              <C>
                          TREASURY                                       NEW YORK
            MONEY MARKET  MONEY          SHORT TERM                      TOTAL RETURN
            FUND          MARKET FUND    BOND FUND      BOND FUND        BOND FUND
 1 Year      $ 4           $ 4            $ 7            $ 7              $ 8
 3 Years     $13           $13            $21            $23              $24
 5 Years     $23           $23            $37            $41              $42
10 Years     $52           $52            $83            $91              $93            
</TABLE>

<TABLE>
<CAPTION>

                          CAPITAL                       EMERGING
                          APPRECIATION   INTERNATIONAL  MARKETS EQUITY   DIVERSIFIED
            EQUITY FUND   FUND           EQUITY FUND    FUND             FUND
<S>      <C>           <C>            <C>            <C>              <C>   
 1 Year      $  9          $  9           $ 12           $ 18             $ 10
 3 Years     $ 27          $ 29           $ 38           $ 56             $ 31
 5 Years     $ 47          $ 50           $ 66           $ 97             $ 54
10 Years     $104          $111           $145           $211             $120


</TABLE>

         The  above   Expense   Table  is  designed  to  assist   investors   in
understanding  the various direct and indirect costs and expenses that investors
in each Fund bear. The fees and expenses included in Other Expenses are the fees
paid to  Morgan  Guaranty  under  the  Administrative  Services  Agreements  and
Shareholder  Servicing  Agreements,  the fees paid to Pierpont Group, Inc. under
the Fund  Services  Agreements,  the fees paid to SBDS under the  Administration
Agreements,  organizational  expenses,  the fees paid to State  Street  Bank and
Trust  Company as  custodian  and transfer  agent and other usual and  customary
expenses  of  the  Fund  and  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 above Expense Table reflects total
operating expenses after any applicable expense reimbursements for each Fund and
its corresponding Portfolio. If the above Expense Table reflected these expenses
without current  reimbursements,  Total Operating  Expenses would be as follows:
The Pierpont  Treasury  Money Market Fund,  0.57%;  The Pierpont Short Term Bond
Fund,  1.45%; The Pierpont New York Total Return Bond Fund,  0.83%; The Pierpont
Capital Appreciation Fund, 1.06%; and The Pierpont Diversified Fund, 1.32%.

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

                                       3

<PAGE>

         2.  The  following  restates  the  last  paragraph  under  the  caption
"Management of the Trust and the  Portfolio-Advisor"  in each Prospectus  listed
above:

         "Under separate agreements, Morgan Guaranty provides certain financial,
fund  accounting and  administrative  services to the Fund and the Portfolio and
shareholder services to Fund shareholders.  See "Administrative  Services Agent"
and "Shareholder  Servicing" below.  INVESTMENTS IN THE FUND ARE NOT DEPOSITS OR
OBLIGATIONS  OF, OR  GUARANTEED  OR ENDORSED  BY,  MORGAN  GUARANTY OR ANY OTHER
BANK."

         3. The following (i) is inserted before the caption  "Management of the
Trust and the  Portfolio-Custodian" in the Prospectuses for The Pierpont Equity,
Capital  Appreciation  and  Diversified  Funds and (ii) restates the  discussion
under the caption "Management of the Trust and the Portfolio-Services  Agent" in
each other Prospectus listed above:

         "ADMINISTRATIVE   SERVICES   AGENT.   Under   Administrative   Services
Agreements with the Trust and the Portfolio  effective December 29, 1995, Morgan
Guaranty  is   responsible   for  certain   financial,   fund   accounting   and
administrative  services  provided  to the  Fund  and the  Portfolio,  including
services related to Portfolio and Fund tax returns, Portfolio and Fund financial
reports, computing Fund dividends and net asset value per share and keeping Fund
books of account. Under these agreements, each of the Fund and the Portfolio has
agreed to pay to Morgan  Guaranty a fee equal to its  proportionate  share of an
annual  complex-wide  charge.  This  charge  is  calculated  daily  based on the
aggregate net assets of the Portfolio and the other portfolios (collectively the
"Master  Portfolios") in which series of the Trust, The JPM Institutional  Funds
or The JPM Advisor  Funds invest.  This charge is calculated in accordance  with
the  following  annual  schedule:  0.06% on the first $7  billion  of the Master
Portfolios'  aggregate  average  daily  net  assets  and  0.03%  of  the  Master
Portfolios'  aggregate  average  daily net assets in excess of $7  billion.  The
portion of this charge payable by the Fund or the Portfolio is determined by the
proportionate  share that its net assets  bear to the total of the net assets of
the Trust,  The JPM  Institutional  Funds,  The JPM  Advisor  Funds,  the Master
Portfolios  and other  investors  in the  Master  Portfolios  for  which  Morgan
Guaranty provides similar services."

         4. The  following  restates the second and third  paragraphs  under the
caption   "Management  of  the  Trust  and  the  Portfolio-   Administrator  and
Distributor" in each Prospectus listed above, and the last sentence of the first
paragraph  under such  caption is deleted  from each  Prospectus  dated prior to
October 1, 1995:

         "Under the Trust's and the Portfolio's  Administration  Agreements with
SBDS,  each of the Fund and the  Portfolio has agreed to pay to SBDS a fee equal
to its  proportionate  share of an annual  complex-wide  charge.  This charge is
calculated  daily based on the  aggregate  net assets of the Master  Portfolios.
This charge is  calculated in accordance  with the  following  annual  schedule:
0.03% on the first $7 billion of the Master Portfolios'  aggregate average daily
net assets  and 0.01% of the  Master  Portfolios'  aggregate  average  daily net
assets in excess of $7 billion.  The portion of this charge  payable by the Fund
or the Portfolio is determined  by the  proportionate  share that its net assets
bear to the total of the net assets of the Trust, The JPM  Institutional  Funds,
The JPM Advisor Funds and the Master Portfolios."

                                       4

<PAGE>

         5. The  following  restates  the entire  discussion  under the  caption
"Management of the Trust and the  Portfolio-Expenses"  in each Prospectus listed
above as applicable to the Fund described in such Prospectus:

         "EXPENSES. In addition to the fees payable to Morgan Guaranty, SBDS and
Pierpont Group,  Inc. under the various  agreements  discussed under "Trustees",
"Advisor",  "Administrator and Distributor" and "Administrative  Services Agent"
above  and  "Shareholder  Servicing"  below,  the  Fund  and the  Portfolio  are
responsible for usual and customary  expenses  associated with their  respective
operations.  Such expenses include organization expenses, legal fees, accounting
expenses,  insurance  costs,  the  compensation  and  expenses of the  Trustees,
registration  fees under federal  securities  laws, and  extraordinary  expenses
applicable  to the Fund or the  Portfolio.  For the  Fund,  such  expenses  also
include  transfer,  registrar  and dividend  disbursing  costs,  the expenses of
printing and mailing reports,  notices and proxy statements to Fund shareholders
and  registration  fees under state  securities  laws. For the  Portfolio,  such
expenses also include  applicable  registration  fees under  foreign  securities
laws, custodian fees and brokerage expenses.

         Morgan  Guaranty has agreed that it will reimburse each Fund through at
least the  indicated  date to the extent  necessary to maintain the Fund's total
operating  expenses (which includes  expenses of the Fund and its  corresponding
Portfolio) at the following percentage of the Fund's average daily net assets:

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

The Pierpont Treasury Money Market Fund                 0.40%                   February 28, 1997
The Pierpont Short Term Bond Fund                       0.67%                   February 28, 1997
The Pierpont New York Total Return Bond Fund            0.75%                   July 31, 1996
The Pierpont Capital Appreciation Fund                  0.90%                   September 30, 1996
The Pierpont Emerging Markets Equity Fund               1.88%                   February 29, 1996
The Pierpont Diversified Fund                           0.98%                   October 31, 1996
</TABLE>

         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.  These is no
assurance  that Morgan  Guaranty  will continue this waiver beyond the specified
period, except as required by the following sentence. Morgan Guaranty 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."

         6. The following  restates the second  sentence of the first  paragraph
under the caption  "Shareholder  Servicing" in each  Prospectus  listed above as
applicable to the Fund described in such Prospectus:

         "The Fund has agreed to pay Morgan  Guaranty for acting as  shareholder
servicing  agent at the following  annual rate (expressed as a percentage of the
average  daily net asset value of Fund shares owned by or for  shareholders  for
whom Morgan Guaranty is acting as shareholder servicing agent):

                                       5

<PAGE>

FUND                                         FEE
The Pierpont Money Market Fund               0.15% of average daily net assets 
The Pierpont Treasury Money Market Fund      up to $2 billion; 0.10% thereafter 

The Pierpont Short Term Bond Fund            0.20% of average daily net assets
The Pierpont Bond Fund
The Pierpont New York Total Return Bond Fund

The Pierpont Equity Fund                     0.25% of average daily net assets
The Pierpont Capital Appreciation Fund
The Pierpont International Equity Fund
The Pierpont Emerging Markets Equity Fund
The Pierpont Diversified Fund

The above fees generally  reflect a decrease in the  shareholder  servicing fees
previously  charged by Morgan Guaranty to The Pierpont Money Market and Treasury
Money  Market  Funds and an  increase in such fees for The  Pierpont  Short Term
Bond, Bond and New York Total Return Bond Funds."


FEES4.DOC

                                       6



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