JPM PIERPONT FUNDS
497, 1997-12-12
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Prospectus Supplement dated December 12, 1997, to the following Prospectuses:


The JPM Pierpont Emerging Markets Debt Fund, dated September 2, 1997
The JPM Pierpont Emerging Markets Equity Fund, dated February 28, 1997
The JPM Pierpont European Equity Fund, dated April 30, 1997
The JPM Pierpont Japan Equity Fund, dated April 30, 1997
The JPM Pierpont U.S. Equity Fund, dated September 26, 1997
The JPM Pierpont U.S. Small Company Fund, dated September 26, 1997

Introduction.  The Funds listed above invest in Portfolios along with other
investors,  including non-U.S. funds managed by Morgan. These non-U.S. funds are
scheduled to reorganize by  transferring  their assets to other  non-U.S.  funds
managed by Morgan in December and January.

Portfolio   Redemptions.   Each  Portfolio  expects  to  receive  a  substantial
redemption  request  from  its  non-U.S.  feeder  Fund in  connection  with  the
reorganization.  These  redemptions will not reduce the net assets of the Funds,
but they will reduce the size of the Portfolios by  approximately  the following
amounts:  Emerging Markets Debt, $110.6 million; Emerging Markets Equity, $452.1
million;  European Equity,  $469.2 million;  Japan Equity,  $264.8 million; U.S.
Equity,  $164.9  million;  and U.S. Small  Company,  $521.5  million.  After the
redemptions, the Portfolios' assets are expected to be approximately as follows:
Emerging Markets Debt, $7.0 million;  Emerging  Markets Equity,  $355.6 million;
European Equity, $14.9 million;  Japan Equity, $4.0 million; U.S. Equity, $745.8
million; and U.S. Small Company,  $707.6 million. Morgan will continue to manage
each Fund in accordance with its prospectus.

Expense Ratios. As a result of the redemptions,  the total expense ratios of two
JPM Pierpont Funds will be capped until further  notice at their  pre-redemption
expense ratios,  currently  estimated to be: The JPM Pierpont  Emerging  Markets
Equity Fund,  1.75% and The JPM Pierpont U.S.  Small Company  Fund,  1.01%.  The
expense ratios of The JPM Pierpont  Emerging  Markets Debt,  European Equity and
Japan  Equity  Funds will not change as they are  subject  to the  expense  caps
described in their  prospectuses.  The expense  ratio of The JPM  Pierpont  U.S.
Equity Fund is not expected to be impacted by the  redemption and will remain as
currently described in the prospectus.



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