JPM PIERPONT FUNDS
497, 1997-05-21
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The JPM Pierpont Funds
Supplement dated May 20, 1997, as applicable to the following Prospectuses:
The JPM Pierpont Money Market Fund, dated 2/28/97
The JPM Pierpont Bond Fund, dated 2/28/97
The JPM Pierpont Diversified Fund, dated  9/27/96
The JPM Pierpont Equity Fund, dated 9/27/96
The JPM Pierpont Capital Appreciation Fund, dated 9/27/96
The JPM Pierpont International Equity Fund, dated 2/28/97
The JPM Pierpont Emerging Markets Equity Fund, dated 2/28/97
(Supersedes any supplements with respect to the above Funds dated prior to May
 20, 1997)

FUND/PORTFOLIO NAME CHANGES:

1. The following Funds changed their respective names effective May 12, 1997:
 FROM                                 TO
 The JPM Pierpont Money Market Fund   The JPM Pierpont Prime Money Market Fund
 The JPM Pierpont Equity Fund         The JPM Pierpont U.S. Equity Fund
 The JPM Pierpont Capital             The JPM Pierpont U.S. Small Company Fund
   Appreciation Fund  

The names of the Portfolios  corresponding  to the PRIME MONEY MARKET AND U.S. 
EQUITY FUNDS changed accordingly.  The Portfolio  corresponding to the 
INTERNATIONAL  EQUITY FUND changed its name to The International Equity 
Portfolio.

INVESTMENT POLICY REVISIONS:

     2. The  following  is  inserted  under the heading  "Additional  Investment
Information and Risk Factors" in the Prospectus for the DIVERSIFIED FUND:

BELOW  INVESTMENT GRADE DEBT.  Certain lower rated  securities  purchased by the
Portfolio,  such as those  rated Ba or B by  Moody's  or BB or B by  Standard  &
Poor's  (commonly  known as junk  bonds),  may be subject to certain  risks with
respect to the issuing entity's ability to make scheduled  payments of principal
and interest  and to greater  market  fluctuations.  While  generally  providing
higher coupons or interest rates than investments in higher quality  securities,
lower quality fixed income securities  involve greater risk of loss of principal
and income, including the possibility of default or bankruptcy of the issuers of
such securities, and have greater price volatility, especially during periods of
economic uncertainty or change. These lower quality fixed income securities tend
to be  affected  by  economic  changes and  short-term  corporate  and  industry
developments  to a greater  extent than higher quality  securities,  which react
primarily to  fluctuations in the general level of interest rates. To the extent
that the Portfolio invests in such lower 

<PAGE>

uality securities,  the achievement of
its  investment  objective  may be more  dependent on the  Advisor's  own credit
analysis.

         Lower  quality  fixed  income  securities  are affected by the market's
perception  of  their  credit  quality,   especially  during  times  of  adverse
publicity,  and the  outlook  for  economic  growth.  Economic  downturns  or an
increase  in  interest  rates may cause a higher  incidence  of  default  by the
issuers of these securities,  especially issuers that are highly leveraged.  The
market for these lower quality fixed income  securities is generally less liquid
than the market for  investment  grade fixed income  securities.  It may be more
difficult to sell these lower rated securities to meet redemption  requests,  to
respond  to  changes  in the  market,  or to value  accurately  the  Portfolio's
portfolio securities for purposes of determining the Fund's net asset value. See
Appendix  A in  the  Statement  of  Additional  Information  for  more  detailed
information on these ratings.

     3. The sub-section entitled "Quality Information" in the Prospectus for the
DIVERSIFIED FUND is replaced with the following:

                  QUALITY  INFORMATION.  It is a current policy of the Portfolio
that under normal  circumstances  at least 75% of that portion of the  Portfolio
invested in fixed income  securities will consist of securities that at the time
of  purchase  are  rated  Baa or  better  by  Moody's  Investors  Service,  Inc.
("Moody's")  or BBB or better by Standard & Poor's  Ratings  Group  ("Standard &
Poor's"), of which at least 65% of the Portfolio's fixed income investments will
be  rated  A or  better.  The  remaining  25% of the  Portfolio's  fixed  income
investments  may be invested in securities that are rated B or better by Moody's
or Standard & Poor's. In each case, the Portfolio may invest in securities which
are  unrated if in the  Advisor's  opinion  such  securities  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 or B by Moody's  or BB or B 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 information on these ratings.

PRIME MONEY MARKET FUND:  CUT-OFF TIMES FOR PURCHASES AND REDEMPTIONS:

4. The third  sentence  in the  second  paragraph  of the  sub-section  entitled
"Purchase  Price and  Settlement"  in the  Prospectus for the PRIME MONEY MARKET
FUND is revised as follows:

Purchase  orders  must be  received  by 4:00 p.m.  for the Fund and  immediately
available  funds must be received by 4:00 p.m.  New York time on a business  day
for the purchase to be effective and dividends to be earned on the same day.

<PAGE>

     The fifth  sentence  in the same  paragraph  is  revised  to change the
reference to the cut-off time for purchases to 4:00 p.m.

     5. The second paragraph of the sub-section  entitled "Method of Redemption"
in the  Prospectus  for the PRIME MONEY  MARKET FUND is revised  accordingly  to
change the cut-off time for redemptions to 4:00 p.m. for the Fund.

PRIME MONEY MARKET FUND:  SHORT-TERM GAINS (EFFECTIVE JUNE 1, 1997):

     6. The second paragraph under the caption  "Dividends and Distributions" in
the Prospectus for the PRIME MONEY MARKET FUND is replaced with the following:

Net short-term capital gains, if any, will be distributed in accordance with the
requirements of the Internal Revenue Code of 1986, as amended (the "Code"),  and
may be reflected in the Fund's daily dividends.  Substantially  all the realized
net  long-term  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.

COMPREHENSIVE CHANGES:

7.  Effective  October  10,  1996,  the name of the  Trust  changed  to "The JPM
Pierpont Funds," and each Fund's name changed accordingly.

     8. The  following  footnote is inserted  directly  beneath the  Shareholder
Transaction  Expense table with  reference to Sales Load Imposed on Purchases in
the Prospectus for the DIVERSIFIED, U.S. EQUITY AND U.S. SMALL COMPANY FUNDS:

*Certain  Eligible  Institutions  (defined  below) may impose fees in connection
with the purchase of the Fund's shares through such institutions.



<PAGE>


9. The following is inserted as the first column in the  "Financial  Highlights"
table in the  Prospectus  for each Fund listed below as  applicable  to the Fund
described therein:



<PAGE>




<TABLE>
<CAPTION>


                                             U.S. EQUITY FUND         U.S. SMALL COMPANY FUND         DIVERSIFIED FUND
                                         For the Six Months Ended    For the Six Months Ended     For the Six Months Ended
                                            November 30, 1996           November 30, 1996            December 30, 1996
                                                                                       
                                                (UNAUDITED)                 (UNAUDITED)                 (UNAUDITED)
    <S>                                  <C>                         <C>                          <C>
    NET ASSET VALUE, BEGINNING
      OF PERIOD                                     $22.15                    $26.20                       $12.22
                                                    ------                    ------                       ------
    INCOME FROM INVESTMENT
      OPERATIONS:
    Net Investment Income                             0.11                      0.09                        0.18
    Net Realized Gain (Loss) on
      Investment                                      2.20                      0.26                        0.76
                                                      ----                      ----                        ----
      Total from Investment
        Operations                                    2.31                      0.35                        0.94
                                                      ----                      ----                        ----
    LESS DISTRIBUTIONS TO
      SHAREHOLDERS FROM:
    Net Investment Income                            (0.09)                    (0.11)                      (0.32)
    Net Realized Gain                                (1.45)                    (1.35)                      (0.40)
                                                     ------                    ------                      ------
      Total Distributions to
        Shareholders                                 (1.54)                    (1.46)                      (0.72)
                                                     ------                    ------                      ------
    NET ASSET VALUE, END OF
      PERIOD                                        $22.92                    $25.09                       $12.44
                                                    ======                    ======                       ======
    Total Return                                     11.46% (a)                 1.88% (a)                   7.94% (a)
    RATIOS AND SUPPLEMENTAL
      DATA:
    Net Assets, End of Period (in
       thousands)                                    $362,242                 $216,639                    $60,505
    Ratios to Average Net Assets
      Expenses                                        0.82% (b)                 0.90% (b)                0.98% (b)
      Net Investment Income                           1.16% (b)                 0.74% (b)                2.98% (b)
      Decrease Reflected in Expense
        Ratio due to Expense                            ___                     0.12% (b)                0.23% (b)
        Reimbursement
(a) Not Annualized.  (b) Annualized.
</TABLE>

<PAGE>

10. The following is added after the first sentence of the third paragraph under
the caption "Investment  Objective and Policies" in the Prospectus for the PRIME
MONEY MARKET FUND:

The market value of obligations in which the Portfolio invests is not guaranteed
and may rise and fall in response to changes in interest rates.

     11. The last sentence of the second paragraph under the caption "Investment
Objective and  Policies" in the  Prospectus  for the U.S.  SMALL COMPANY FUND is
replaced with the following:

The small company holdings of the Portfolio are primarily  companies included in
the market capitalization size range of the Russell 2500 Index.

     12. The fourth  sentence under the heading  "Advisor" in the Prospectus for
the  PRIME  MONEY  MARKET,   DIVERSIFIED,   U.S.  EQUITY,  U.S.  SMALL  COMPANY,
INTERNATIONAL EQUITY AND EMERGING MARKETS EQUITY FUNDS is revised as follows:

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 $208 billion.

     13. Portfolio  manager  biographies as applicable in Prospectus of the U.S.
SMALL COMPANY FUND are revised as follows:

U.S. SMALL COMPANY FUND:  James B. Otness,  Managing  Director (since  February,
1993,  employed by Morgan  since prior to 1992 as a portfolio  manager of equity
securities  of small and medium sized U.S.  companies);  Michael J. Kelly,  Vice
President  (since  May,  1996,  employed  by  Morgan  since  prior  to 1992 as a
portfolio  manager  of small  and  medium  sized  U.S.  companies  and an equity
research  analyst);  and Candice  Eggerss,  Vice  President  (since  May,  1996,
employed by Morgan since May, 1996 previously  employed by Weiss, Peck and Greer
from June 1993 to May 1996 and Equitable Capital Management prior to June 1993).

     14. The  following  is added  under the first  paragraph  below the heading
"Shareholder  Servicing" in the Prospectus for the DIVERSIFIED,  U.S. EQUITY AND
U.S. SMALL COMPANY FUNDS:

The Fund may be sold to or through Eligible  Institutions,  including  financial
institutions  and  broker-dealers,  that  may be  paid  fees  by  Morgan  or its
affiliates  for  services  provided  to their  clients  that invest in the Fund.
Organizations  that provide  recordkeeping or other services to certain employee
benefit or retirement  plans that include the Fund as an investment  alternative
may also be paid a fee.

<PAGE>

     15. The following  section under "Purchase of Shares" is amended in its 
entirety as applicable to the Fund  described in each  Prospectus referenced 
below:

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 Distributor.
Investors  must be either  customers of Morgan or of an Eligible  Institution or
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 Trust reserves the right to determine the purchase
orders that it will accept.

The Fund  requires  the  minimum  initial  investment  shown below and a minimum
subsequent investment of $5,000.



FUND                                            INITIAL INVESTMENT

THE JPM PIERPONT U.S. EQUITY FUND               $100,000
THE JPM PIERPONT U.S. SMALL COMPANY FUND        $100,000
THE JPM PIERPONT DIVERSIFIED FUND               $100,000

For investors who were  shareholders  of a JPM Pierpont Fund as of September 29,
1995, the minimum initial  investment in any other JPM Pierpont Fund is $10,000.
These  minimum  investment  requirements  may be waived for  certain  investors,
including  investors  for whom the Advisor is a fiduciary,  who are employees of
the Advisor,  who maintain related  accounts with the Funds or the Advisor,  who
make  investments  for a group of clients,  such as  financial  advisors,  trust
companies and investment advisors,  or who maintain retirement accounts with the
Funds.

     16.  The  following  is  inserted  at the end of the  sub-section  entitled
"Eligible  Institutions" in the Prospectus for the DIVERSIFIED,  U.S. EQUITY AND
U.S. SMALL COMPANY FUNDS:

Although  there  is no  sales  charge  levied  directly  by the  Fund,  Eligible
Institutions  may establish  their own terms and conditions for providing  their
services  and may charge  investors a  transaction-based  or other fee for their
services.  Such charges may vary among  Eligible  Institutions  but in all cases
will be retained by the  Eligible  Institution  and not  remitted to the Fund or
Morgan.

<PAGE>

     17. Any reference to control  persons under the caption  "Organization"  in
the Prospectus for the DIVERSIFIED,  U.S. EQUITY AND U.S. SMALL COMPANY FUNDS is
deleted.

     18. The third sentence under the caption  "Organization" is restated in the
Prospectus  for the  DIVERSIFIED,  U.S.  EQUITY AND U.S.  SMALL COMPANY FUNDS as
follows:

To date,  shares of seventeen  series have been authorized and are available for
sale to the public.

     19. The following is added under the caption  "Taxes" in the Prospectus for
the U.S. EQUITY AND U.S. SMALL COMPANY FUNDS:

In addition,  no loss will be allowed on the redemption or exchange of shares of
the  Fund  if,  within  a  period  beginning  30 days  before  the  date of such
redemption  or  exchange  and ending 30 days after  such date,  the  shareholder
acquires  (such  as  through   dividend   reinvestment)   securities   that  are
substantially identical to shares of the Fund.



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