JPM PIERPONT FUNDS
497, 1997-05-02
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THE JPM PIERPONT FUNDS

Supplement dated April 30, 1997, as applicable to the following Prospectuses:
The JPM Pierpont Funds, dated 2/28/97
The JPM Pierpont Money Market Fund, dated 2/28/97
The JPM Pierpont Federal Money Market Fund, dated 2/28/97
The JPM Pierpont Tax Exempt Money Market Fund, dated 12/27/96
The JPM Pierpont Short Term Bond Fund, dated 2/28/97
The JPM Pierpont Bond Fund, dated 2/28/97
The JPM Pierpont Tax Exempt Bond Fund, dated 12/27/96
The JPM Pierpont New York Total Return Bond Fund, dated 8/1/96
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 
April 30, 1997)

FUND/PORTFOLIO NAME CHANGES:

1. Effective May 12, 1997 the following Funds will change their  respective
names:

   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 
   Appreciation Fund                          Company Fund
   
     The names of the  Portfolios  corresponding  to the MONEY MARKET AND EQUITY
FUNDS will change accordingly.

     Effective May 12, 1997 the  Portfolio  corresponding  to the  INTERNATIONAL
EQUITY FUND will change its name to The International Equity Portfolio.

INVESTMENT POLICY REVISIONS (EFFECTIVE MAY 5, 1997):

2. The second  sentence in the  paragraph  above the heading  "Municipal  Bonds"
under  "Investment  Objective(s)  and Policies" in the  Prospectuses for the TAX
EXEMPT MONEY MARKET FUND is replaced with the following:

         During   normal   market   conditions,   the   Portfolio   will  invest
substantially  all,  and not less than  80%,  of its net  assets  in tax  exempt
obligations.  The  Portfolio  generally  will not invest in taxable  securities,
although it may temporarily  invest in such securities when the Advisor believes
that market conditions dictate a defensive posture.

3. The  first  sentence  of the  second  paragraph  under the  caption  "Quality
Information"  in the  Prospectuses  for  the TAX  EXEMPT  MONEY  MARKET  FUND is
replaced with the following:

         The Portfolio may purchase municipal obligations together with puts.

4. The sub-section  entitled "Taxable Investments for the Tax Exempt Funds"
in the combined Prospectuses is replaced with the following:

         TAXABLE  INVESTMENTS  FOR THE TAX EXEMPT FUNDS.  Each of the Portfolios
for the TAX EXEMPT MONEY MARKET AND TAX EXEMPT BOND FUNDS attempts to invest its
assets in tax exempt municipal securities;  however, under certain circumstances
the  Portfolios  are  permitted to invest in securities  the interest  income on
which may be subject to federal,  state or local  income  taxes.  The Tax Exempt
Money Market  Portfolio may temporarily  invest in such taxable  securities when
the Advisor believes that current market conditions dictate a defensive posture.
The Tax  Exempt  Bond  Portfolio  may invest up to 20% of the value of its total
assets in 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, in the case of either Portfolio,  when it
is advisable in the Advisor's opinion because of adverse market conditions.  The
Tax Exempt Bond Portfolio will invest in taxable securities only if there are no
tax exempt  securities  available for purchase or if the expected return from an
investment in taxable  securities  exceeds the expected  return on available tax
exempt  securities.  In abnormal market  conditions,  if, in the judgment of the
Advisor, tax exempt securities  satisfying the Tax Exempt Bond Fund's investment
objective may not be purchased,  its corresponding  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  these  Portfolios   include
obligations of the U.S. Government and its agencies and instrumentalities,  bank
obligations,  commercial paper and repurchase agreements and, in the case of the
Tax Exempt Bond  Portfolio,  other debt  securities  which meet the  Portfolio's
quality requirements. See Taxes.

5.  The  sub-section  entitled  "Taxable  Investments"  in  the  individual
Prospectus for the TAX EXEMPT MONEY MARKET FUND is revised accordingly.

6. The first paragraph of the sub-section entitled "Quality Information" in
the Prospectuses for the TAX EXEMPT BOND FUND is replaced with the following:

QUALITY INFORMATION. It is the current policy of the Portfolio that under normal
circumstances  at least 90% of total assets 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").  The remaining 10% of total assets 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 Morgan'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 and 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.

7.  The  following  is  inserted  under  the  heading   "Additional   Investment
Information  and Risk Factors" in the  individual  Prospectus for the TAX EXEMPT
BOND, DIVERSIFIED AND NEW YORK TOTAL RETURN BOND FUNDS:

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 quality 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.

8. The paragraphs  under the sub-section  "Below  Investment  Grade Debt" in the
combined Prospectus are applicable to the TAX EXEMPT BOND AND DIVERSIFIED FUNDS.

9. The sub-section entitled "Quality Information" in the Prospectus for the
NEW YORK TOTAL RETURN BOND FUND is replaced with the following:

QUALITY INFORMATION. It is the current policy of the Portfolio that under normal
circumstances  at least 90% of total assets 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").  The remaining 10% of total assets 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 Morgan'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 and 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  Additional  Investment
Information and Risk Factors.

10. The sub-section entitled "Quality  Information" in the Prospectuses 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.

11. The first sentence in the paragraph above the heading "Treasury  Securities;
Certain U.S. Government Agency  Obligations" under "Investment  Objective(s) and
Policies" in the  Prospectuses  for the FEDERAL  MONEY MARKET FUND is revised as
follows:
         The Portfolio seeks to achieve its investment objective by investing in
direct  obligations  of the U.S.  Treasury  and in  obligations  of certain U.S.
Government agencies described below.

12.  The  third and  fourth  sentences  of the  sub-section  entitled  "Treasury
Securities;  Certain U.S. Government Agency Obligations" in the Prospectuses for
the FEDERAL MONEY MARKET FUND are revised as follows:

         During ordinary market conditions  substantially all of the Portfolio's
net assets will be invested in Treasury  Securities  and  obligations  issued by
U.S.  Government  agencies that are generally exempt from state and local income
taxes,  including the Federal Farm Credit  System,  the Federal Home Loan Banks,
the  Tennessee  Valley  Authority  and the Student  Loan  Marketing  Association
("Permitted  Agency  Securities").  Each such  obligation  must have a remaining
maturity of 397 days or less at the time of purchase by the Portfolio.

13.  The  second  to last  sentence  under  the  above  sub-section  in the
Prospectuses for the FEDERAL MONEY MARKET Fund is revised as follows:

         The  Portfolio  also may purchase  Treasury  Securities  and  Permitted
Agency  Securities on a when-issued or delayed  delivery basis and,  although it
has no  current  intention  to do so,  may  engage  in  repurchase  and  reverse
repurchase agreement transactions involving such securities.

14. The third  sentence  under the heading  "Repurchase  Agreements" in the
Prospectus for the FEDERAL MONEY MARKET FUND is revised as follows:

         The  Portfolio  will only enter into  repurchase  agreements  involving
Treasury Securities and Permitted Agency Securities.

     MONEY MARKET FUNDS: CUT-OFF TIMES FOR PURCHASES AND REDEMPTIONS  (EFFECTIVE
MAY 15, 1997):

15. The third  sentence  in the second  paragraph  of the  sub-section  entitled
"Purchase  Price and  Settlement"  in the  Prospectuses  for the  MONEY  MARKET,
FEDERAL  MONEY MARKET AND TAX EXEMPT MONEY MARKET FUNDS is revised as applicable
to the Fund(s) described therein:

Purchase  orders must be received by 12:00 noon for the TAX EXEMPT  MONEY MARKET
FUND,  1:00 p.m.  for the FEDERAL  MONEY MARKET FUND and 4:00 p.m. for the MONEY
MARKET 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.

         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.

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

16. The second paragraph of the sub-section entitled "Method of Redemption"
in the  Prospectuses  for the MONEY MARKET,  FEDERAL MONEY MARKET AND TAX EXEMPT
MONEY  MARKET  FUNDS is  revised  accordingly  to change  the  cut-off  time for
redemptions  to 12:00 noon for the TAX EXEMPT MONEY  MARKET FUND,  1:00 p.m. for
the FEDERAL MONEY MARKET FUND and 4:00 p.m. for the MONEY MARKET FUND.

17. The second paragraph under the caption  "Dividends and Distributions" in the
Prospectuses  for the MONEY  MARKET,  FEDERAL  MONEY MARKET AND TAX EXEMPT MONEY
MARKET FUNDS 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:

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

19.  The  following  footnote  is  inserted  directly  beneath  the  Shareholder
Transaction  Expense table with  reference to Sales Load Imposed on Purchases in
the  individual  Prospectus  for the NEW YORK TOTAL  RETURN  BOND,  DIVERSIFIED,
EQUITY AND CAPITAL APPRECIATION FUNDS:

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



<PAGE>


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

<TABLE>
<CAPTION>

                                                EQUITY FUND          CAPITAL APPRECIATION 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
     <S>                                            <C>                           <C>                          <C>
                                                             -                           -
                                                (UNAUDITED)                 (UNAUDITED)                 (UNAUDITED)
    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>


21. The last  sentence of the second  paragraph  under the  caption  "Investment
Objective  and  Policies"  in  the   individual   Prospectus   for  the  CAPITAL
APPRECIATION 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.

22. The fourth sentence under the heading "Advisor" in the individual Prospectus
for the FEDERAL MONEY  MARKET,  MONEY  MARKET,  EXEMPT MONEY MARKET,  SHORT TERM
BOND,  BOND, TAX EXEMPT BOND, NEW YORK TOTAL RETURN BOND,  DIVERSIFIED,  EQUITY,
CAPITAL APPRECIATION,  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.

23. Portfolio  manager  biographies as applicable in  Prospectus(es) of the
Funds described below are revised as follows:

TAX EXEMPT MONEY MARKET FUND:  Daniel B. Mulvey,  Vice President  (since August,
1995,  employed by Morgan since  September  1992);  Elizabeth A. Augustin,  Vice
President  (since January,  1992,  employed by Morgan since prior to 1992);  and
Richard W. Oswald, Vice President (since October, 1996, employed by Morgan since
1996 and by CBS prior to October, 1996).

CAPITAL  APPRECIATION 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).

24.  The  following  is added  under  the  first  paragraph  below  the  heading
"Shareholder  Servicing"  in the  individual  Prospectus  for the NEW YORK TOTAL
RETURN BOND,  PIERPONT  DIVERSIFIED,  PIERPONT  EQUITY AND CAPITAL  APPRECIATION
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.

25. The following  section under "Purchase of Shares" is amended in its entirety
as applicable to the Fund  described in each  individual  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.



<PAGE>






FUND                                                        INITIAL INVESTMENT

THE JPM PIERPONT NEW YORK TOTAL RETURN BOND FUND                $100,000
THE JPM PIERPONT EQUITY FUND                                    $100,000
THE JPM PIERPONT CAPITAL APPRECIATION 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.

26. The following is inserted at the end of the sub-section  entitled  "Eligible
Institutions"  in the individual  Prospectus for the NEW YORK TOTAL RETURN BOND,
DIVERSIFIED, EQUITY AND CAPITAL APPRECIATION 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.

27. Any  reference to control  persons under the caption  "Organization"  in the
individual Prospectus for the NEW YORK TOTAL RETURN BOND, DIVERSIFIED,  PIERPONT
EQUITY AND CAPITAL APPRECIATION FUNDS is deleted.

28. The third  sentence  under the  caption  "Organization"  is  restated in the
individual  Prospectus for the NEW YORK TOTAL RETURN BOND,  DIVERSIFIED,  EQUITY
AND CAPITAL APPRECIATION FUNDS as follows:

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

39.  The  following  is  added  under  the  caption  "Taxes"  in the  individual
Prospectus for the NEW YORK TOTAL RETURN BOND,  DIVERSIFIED,  EQUITY AND CAPITAL
APPRECIATION 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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