JPM PIERPONT FUNDS
497, 1997-07-30
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The JPM Pierpont Funds
Supplement dated July 29, 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 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 all supplements with respect to the above Funds dated prior to July
29, 1997)

FUND/PORTFOLIO NAME CHANGES:

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

     TO                                                              
     The JPM Pierpont Prime Money Market Fund 
     The JPM Pierpont U.S. Equity Fund        
     The JPM Pierpont U.S. Small Company 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 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:

         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.
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 in abnormal
market  conditions,  if, in the judgment of the Advisor,  tax exempt  securities
satisfying  the  Portfolio's  investment  objective  may not be  purchased,  the
Portfolio may, for defensive purposes only,  temporarily invest up to 20% of its
total assets in such securities.
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<PAGE>

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 Prospectus 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
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  investment  objective of the Tax Exempt
Money Market Fund or the Tax Exempt Bond may not be purchased, its corresponding
Portfolio may, for defensive purposes only,  temporarily invest up to 20% of its
total  assets in money  market  securities,  in the case of the Tax Exempt Money
Market Fund, and more than 20% of its net assets in debt  securities in the case
of the Tax Exempt Bond Fund, 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 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 and
BB or B by Standard & Poor's are below

2
<PAGE>

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 directly under the heading  "Additional  Investment
Information  and Risk Factors" in the  individual  Prospectus for the TAX EXEMPT
BOND AND DIVERSIFIED 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  heading  "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 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
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<PAGE>


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.

10. 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.

11.  The  third,   fourth  and  fifth  sentences  under  the  heading  "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,  where  the  Portfolio  must  look to the  issuing  agency  for  ultimate
repayment,  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.

12. The second paragraph under the heading  "Treasury  Securities;  Certain U.S.
Government Agency  Obligations" in the Prospectuses for the FEDERAL MONEY MARKET
FUND is deleted.

13. The second to last sentence under the heading "Treasury Securities;  Certain
U.S.  Government  Agency  Obligations" 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.

4
<PAGE>

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

         The  Portfolio  may,  although  it has no current  intention  to do so,
engage in repurchase  agreements  with  brokers,  dealers or banks that meet the
credit guidelines established by the Portfolio's Trustees.

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

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

16. The third sentence under the heading "Repurchase Agreements" in the combined
Prospectus is revised as follows:

         Although it has no current  intention to do so, the  Portfolio  for the
FEDERAL MONEY MARKET FUND may engage in repurchase agreements and may only enter
into repurchase  agreements  involving Treasury  Securities and Permitted Agency
Securities.

17. The second sentence of the seventh  paragraph under the heading  "Investment
Objective  and  Policies" in the  individual  Prospectus  for the  INTERNATIONAL
EQUITY FUND is replaced with the following:

     Through the use of forward foreign currency exchange contracts, the Advisor
will adjust the Portfolio's  foreign  currency  weightings  relative to the EAFE
Index.  In addition,  from time to time, the Advisor may reduce the  Portfolio's
foreign  currency  exposure by entering into forward foreign  currency  exchange
contracts to sell a foreign currency in exchange for the U.S. dollar.

18.  The  similar  sentence  on page 19 in the  combined  Prospectus  is revised
accordingly.

19.  The  seventh  sentence  under  the  heading  "Equity  Investments"  in  the
individual Prospectus for the DIVERSIFIED FUND is replaced with the following:


     Through the use of forward foreign currency exchange contracts, the Advisor
will adjust the Portfolio's  foreign  currency  weightings  relative to the EAFE
Index.  From time to time,  the  Advisor  may  reduce  the  Portfolio's  foreign
currency exposure by entering into forward foreign currency  exchange  contracts
to sell a foreign currency in exchange for the U.S. dollar.

20.  The  similar  sentence  on page 22 in the  combined  Prospectus  is revised
accordingly.

5
<PAGE>

21. The  following  is added after the second  sentence of the second  paragraph
under the heading  "Foreign  Currency  Exchange  Transactions" in the individual
Prospectus for the INTERNATIONAL EQUITY AND EMERGING MARKETS EQUITY FUNDS:

         These contracts are derivative instruments, as their value derives from
the spot exchange rates of the currencies underlying the contracts.

22. The sentence  "The  Portfolio(s)  will not enter into forward  contracts for
speculative purposes." in the above paragraph is deleted in the Prospectuses for
the BOND,  SHORT TERM BOND,  U.S.  EQUITY,  U.S.  SMALL  COMPANY,  INTERNATIONAL
EQUITY, EMERGING MARKETS EQUITY AND DIVERSIFIED FUNDS.

23.  The  third  paragraph  under  the  heading   "Foreign   Currency   Exchange
Transactions"  in the Prospectus for the  INTERNATIONAL  EQUITY FUND is replaced
with the following:

         The  Portfolio  may  enter  into  forward  foreign  currency   exchange
contracts to adjust its currency  exposure  relative to its benchmark,  the EAFE
Index.  The  Portfolio  may also enter into forward  foreign  currency  exchange
contracts in connection with  settlements of securities  transactions  and other
anticipated  payments or receipts.  In addition,  from time to time, the Advisor
may reduce the Portfolio's  foreign  currency  exposure by entering into forward
foreign currency  exchange  contracts to sell a foreign currency in exchange for
the U.S.  dollar.  Forward foreign currency  exchange  contracts may involve the
purchase  or sale of a foreign  currency  in  exchange  for U.S.  dollars or may
involve two foreign currencies.

24.  The  third  paragraph  under  the  heading   "Foreign   Currency   Exchange
Transactions" in the Prospectus for the EMERGING MARKETS EQUITY FUND is replaced
with the following:

     The Portfolio may enter into forward foreign currency exchange contracts in
connection with  settlements of securities  transactions  and other  anticipated
payments or receipts. In addition, from time to time, the Advisor may reduce the
Portfolio's  foreign currency exposure by entering into forward foreign currency
exchange  contracts to sell a foreign  currency in exchange for the U.S. dollar.
The Portfolio may also enter into forward foreign currency exchange contracts to
adjust its  currency  exposure  relative  to its  benchmark,  the MSCI  Emerging
Markets Free Index.  Forward foreign currency exchange contracts may involve the
purchase  or sale of a foreign  currency  in  exchange  for U.S.  dollars or may
involve two foreign currencies.

25.  The  third  paragraph  under  the  heading   "Foreign   Currency   Exchange
Transactions"  in the Prospectus for the  DIVERSIFIED  FUND is replaced with the
following:

     The Portfolio may enter into forward foreign currency exchange contracts to
adjust its currency  exposure  relative to the EAFE Index, the benchmark for its
international  equity  investments.  The  Portfolio  may also enter into forward
6
<PAGE>

foreign currency exchange contracts in connection with settlements of securities
transactions and other anticipated payments or receipts. In addition,  from time
to time, the Advisor may reduce the  Portfolio's  foreign  currency  exposure by
entering  into forward  foreign  currency  exchange  contracts to sell a foreign
currency in exchange for the U.S.  dollar.  Forward  foreign  currency  exchange
contracts may involve the purchase or sale of a foreign currency in exchange for
U.S. dollars or may involve two foreign currencies.

26.  The  third  paragraph  under  the  heading   "Foreign   Currency   Exchange
Transactions" in the combined Prospectus is replaced with the following:

         Each of these  Portfolios  may  enter  into  forward  foreign  currency
exchange contracts in connection with settlements of securities transactions and
other  anticipated  payments  or  receipts.  The  Advisor may reduce the foreign
currency  exposure of these Portfolios by entering into forward foreign currency
exchange  contracts to sell a foreign  currency in exchange for the U.S. dollar.
In addition,  the Portfolios for the INTERNATIONAL  EQUITY AND DIVERSIFIED FUNDS
may enter into  forward  foreign  currency  exchange  contracts  to adjust their
foreign  currency  exposures  relative to the EAFE Index.  The Portfolio for the
EMERGING  MARKETS  EQUITY  FUND may enter into such  transactions  to adjust its
foreign  currency  exposure  relative to the MSCI  Emerging  Markets Free Index.
Forward foreign currency exchange  contracts may involve the purchase or sale of
a foreign  currency  in  exchange  for U.S.  dollars or may  involve two foreign
currencies.

MONEY MARKET FUNDS:  CUT-OFF TIMES FOR PURCHASES AND REDEMPTIONS:

27. The third  sentence  in the second  paragraph  of the  sub-section  entitled
"Purchase Price and Settlement" in the  Prospectuses for the PRIME 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
PRIME 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.

28. The second  paragraph of the sub-section  entitled "Method of Redemption" in
the Prospectuses for the PRIME 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 PRIME MONEY MARKET FUND.
7
<PAGE>


MONEY MARKET FUNDS:  SHORT-TERM GAINS:

29. The second paragraph under the caption  "Dividends and Distributions" in the
Prospectuses  for the PRIME 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:

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

31.  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  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 FundOs shares through such institutions.

32. 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:

8
<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 December 30, 1996
                                November 30, 1996 (UNAUDITED) November 30, 1996 (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>
9
<PAGE>

33. The following is added after the first sentence of the third paragraph under
the caption "Investment Objective and Policies" in the individual Prospectus and
to the appropriate  paragraphs on pages 11 and 12 in the combined Prospectus for
the PRIME MONEY MARKET AND FEDERAL MONEY MARKET FUNDS:

     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.

34. The last  sentence of the second  paragraph  under the  caption  "Investment
Objective and Policies" in the individual  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.

35. The fifth sentence under the heading OAdvisorO in the individual  Prospectus
for the FEDERAL MONEY MARKET, PRIME MONEY MARKET, TAX EXEMPT MONEY MARKET, SHORT
TERM BOND, BOND, TAX EXEMPT BOND, 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.

36. 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), and Richard W. Oswald,
Vice President  (since October,  1996,  employed by Morgan since 1996 and by CBS
prior to October, 1996).

     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).

37.  The  following  is added  after  the  first  paragraph  below  the  heading
"Shareholder  Servicing" in the individual 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

10
<PAGE>
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.

38. 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.


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.

39. The following is inserted as the last paragraph under the heading  OEligible
InstitutionsO in the individual 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.

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40. Any  reference to control  persons under the caption  OOrganizationO  in the
individual  Prospectus for the  DIVERSIFIED,  U.S. EQUITY AND U.S. SMALL COMPANY
FUNDS is deleted.

41. The third sentence of the first paragraph  under the heading  "Organization"
is restated in the Prospectuses  for the MONEY MARKET,  TAX EXEMPT MONEY MARKET,
FEDERAL MONEY MARKET, BOND, SHORT TERM BOND, TAX EXEMPT BOND, DIVERSIFIED,  U.S.
EQUITY AND U.S. SMALL COMPANY,  INTERNATIONAL EQUITY AND EMERGING MARKETS EQUITY
FUNDS as follows:

     To date,  shares of 19 series have been  authorized  and are  available for
sale to the public.

42.  The  following  is  added  under  the  heading  "Taxes"  in the  individual
Prospectus for the DIVERSIFIED, 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.

DIVIDEND POLICY REVISIONS (EFFECTIVE AUGUST 1, 1997)

43. The sub-section  caption and first sentence of the fifth paragraph under the
heading  "Dividends and  Distributions" in the combined  Prospectus are replaced
with the following:

         THE JPM PIERPONT U.S. EQUITY, U.S. SMALL COMPANY, INTERNATIONAL EQUITY,
EMERGING  MARKETS  EQUITY  AND  DIVERSIFIED  FUNDS.   Dividends   consisting  of
substantially  all the Fund's net  investment  income,  if any, are declared and
paid at least four times a year for the U.S.  EQUITY FUND, at least twice a year
for the U.S.  SMALL  COMPANY  FUND,  annually for the  INTERNATIONAL  EQUITY AND
EMERGING MARKETS EQUITY FUNDS and quarterly for the DIVERSIFIED FUND.

44. The first sentence under the heading  "Dividends and  Distributions"  in the
individual Prospectus for the U.S. EQUITY FUND is replaced with the following:

         Dividends  consisting of  substantially  all the Fund's net  investment
income, if any, are declared and paid at least four times a year.

45. The first sentence under the heading  "Dividends and  Distributions"  in the
individual Prospectus for the DIVERSIFIED FUND is replaced with the following:
Dividends  consisting of substantially all the Fund's net investment  income, if
any, are declared and paid quarterly.

PPSUPP-977
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