JP MORGAN FUNDS, 497, 2000-10-03

JP MORGAN FUNDS
497, 2000-10-03

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<PAGE>

--------------------------------------------------------------------------------
October 1, 2000 | Prospectus
--------------------------------------------------------------------------------

J.P. MORGAN U.S. EQUITY FUNDS

Disciplined Equity Fund

U.S. Equity Fund

U.S. Small Company Fund

U.S. Small Company Opportunities Fund

Tax Aware U.S. Equity Fund

----------------------------------------
Seeking to outperform U.S. stock markets
over the long term through a disciplined
management approach

This prospectus contains essential information for anyone investing in these
funds. Please read it carefully and keep it for reference.

As with all mutual funds, the fact that these shares are registered with the
Securities and Exchange Commission does not mean that the commission approves
them or guarantees that the information in this prospectus is correct or
adequate. It is a criminal offense for anyone to state or suggest otherwise.

Distributed by Funds Distributor, Inc. JPMorgan

<PAGE>

CONTENTS
--------------------------------------------------------------------------------

1 | Each fund's goal, principal strategies, principal risks, performance
and expenses

J.P. MORGAN U.S. EQUITY FUNDS
J.P. Morgan Disciplined Equity Fund .........................................1
J.P. Morgan U.S. Equity Fund ................................................3
J.P. Morgan U.S. Small Company Fund .........................................5
J.P. Morgan U.S. Small Company Opportunities Fund ...........................7
J.P. Morgan Tax Aware U.S. Equity Fund ......................................9

11 | Principles and techniques common to the funds in this prospectus

U.S. EQUITY MANAGEMENT APPROACH
J.P. Morgan ................................................................11
J.P. Morgan U.S. equity funds ..............................................11
The spectrum of U.S. equity funds ..........................................11
Who may want to invest .....................................................11
U.S. equity investment process .............................................12
Tax aware investing at J.P. Morgan .........................................12

13 | Investing in the J.P. Morgan U.S. Equity Funds

YOUR INVESTMENT
Investing through a financial professional .................................13
Investing through an employer-sponsored retirement plan ....................13
Investing through an IRA or rollover IRA ...................................13
Investing directly .........................................................13
Opening your account .......................................................13
Adding to your account .....................................................13
Selling shares .............................................................14
Account and transaction policies ...........................................14
Dividends and distributions ................................................15
Tax considerations .........................................................15

16 | More about risk and the funds' business operations

FUND DETAILS
Business structure .........................................................16
Management and administration ..............................................16
Performance of private accounts ............................................17
Risk and reward elements ...................................................19
Financial highlights .......................................................21

FOR MORE INFORMATION ...............................................back cover

<PAGE>

J.P. MORGAN DISCIPLINED EQUITY FUND
--------------------------------------------------------------------------------

[GRAPHIC OMITTED]
RISK/RETURN SUMMARY
For a more detailed discussion of the fund's investments and their main risks,
as well as fund strategies, please see pages 19-20.

[GRAPHIC OMITTED]
GOAL
The fund's goal is to provide a consistently high total return from a broadly
diversified portfolio of equity securities with risk characteristics similar to
the Standard & Poor's 500 Stock Index (S&P 500). This goal can be changed
without shareholder approval.

[GRAPHIC OMITTED]
INVESTMENT APPROACH
Principal Strategies
The fund invests primarily in large- and medium-capitalization U.S. companies.
Industry by industry, the fund's weightings are similar to those of the S&P 500.
The fund does not look to overweight or underweight industries.

Within each industry, the fund modestly overweights stocks that are ranked as
undervalued or fairly valued while modestly underweighting or not holding stocks
that appear overvalued. (The process used to rank stocks according to their
relative valuations is described on page 12.) Therefore, the fund tends to own a
larger number of stocks within the S&P 500 than the U.S. Equity Fund or the Tax
Aware U.S. Equity Fund.

Principal Risks
The value of your investment in the fund will fluctuate in response to movements
in the stock market. Fund performance will also depend on the effectiveness of
J.P. Morgan's research and the management team's stock picking decisions.

By owning a large number of stocks within the S&P 500, with an emphasis on those
that appear undervalued or fairly valued, and by tracking the industry
weightings of that index, the fund seeks returns that modestly exceed those of
the S&P 500 over the long term with virtually the same level of volatility.

<PAGE>

TICKER SYMBOL: JPEQX
--------------------------------------------------------------------------------
REGISTRANT: J.P. MORGAN FUNDS
(J.P. MORGAN DISCIPLINED EQUITY FUND)

PORTFOLIO MANAGEMENT
The fund's assets are managed by
J.P. Morgan, which currently manages approximately $369 billion, including more
than $27 billion using similar strategies as the fund.

The portfolio management team is led by Bernard A. Kroll, managing director,
Nanette Buziak, vice president, and Timothy Devlin, vice president. Mr. Kroll
has been at J.P. Morgan since 1996 and prior to managing this portfolio was an
equity derivatives specialist at Goldman Sachs & Co. Ms. Buziak has been at J.P.
Morgan since March of 1997 and prior to that time was an index arbitrage trader
and convertible bond portfolio manager at First Marathon America, Inc. Mr.
Devlin has been at J.P. Morgan since July of 1996, and prior to that time was an
equity portfolio manager at Mitchell Hutchins Asset Management Inc.

--------------------------------------------------------------------------------
Before you invest

Investors considering the fund should understand that:

o There is no assurance that the fund will meet its investment goal.

o The fund does not represent a complete investment program.

1 | J.P. MORGAN DISCIPLINED EQUITY FUND

<PAGE>

--------------------------------------------------------------------------------
PERFORMANCE (unaudited)
The bar chart and table shown below provide some indication of the risks of
investing in J.P. Morgan Disciplined Equity Fund.

The bar chart indicates some of the risks by showing the performance of the
fund's shares from year to year for each of the last two calendar years.

The table indicates some of the risks by showing how the fund's average annual
returns from 1/31/97 through 12/31/99 and, prior to that, the performance of a
related fund, compare to those of the S&P 500 Index(2). This is a widely
recognized, unmanaged index of U.S. stocks used as a measure of overall U.S.
stock market performance.

The fund's past performance does not necessarily indicate how the fund will
perform in the future.

Total return (%) Shows changes in returns by calendar year(1,3)
--------------------------------------------------------------------------
1998 1999
40%
31.98
30%

20%
18.02
10%

0%
--------------------------------------------------------------------------

[ ] J.P. Morgan Disciplined Equity Fund

The fund's year-to-date total return as of 6/30/00 was -1.90%. For the period
covered by this year-by-year total return chart, the fund's highest quarterly
return was 22.83% (for the quarter ended 12/31/98); and the lowest quarterly
return was -9.96% (for the quarter ended 9/30/98).

<TABLE>
<CAPTION>
Average annual total return(%) Shows performance over time, for periods ended December 31, 1999
---------------------------------------------------------------------------------------------------
Past 1 yr. Life of fund(2)
<S> <C> <C>
J.P. Morgan Disciplined Equity Fund (after expenses) 18.02 25.94
---------------------------------------------------------------------------------------------------
S&P 500 Index (no expenses) 21.04 25.81
---------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

--------------------------------------------------------------------------------
INVESTOR EXPENSES
The expenses of the fund are shown at right. The fund has no sales, redemption,
exchange, or account fees, although some institutions may charge you a fee for
shares you buy through them. The annual fund expenses are deducted from fund
assets prior to performance calculations.

Annual fund operating expenses(4) (%)
(expenses that are deducted from fund assets)
--------------------------------------------------------------------------------
Management fees 0.35
Distribution (12b-1) fees none
Other expenses 0.43
--------------------------------------------------------------------------------
Total operating expenses 0.78
--------------------------------------------------------------------------------

Expense example
--------------------------------------------------------------------------------
The example below is intended to help you compare the cost of investing in the
fund with the cost of investing in other mutual funds. The example assumes:
$10,000 initial investment, 5% return each year, and total operating expenses
unchanged, and all shares sold at the end of each time period. The example is
for comparison only; the fund's actual return and your actual costs may be
higher or lower.

--------------------------------------------------------------------------------
1 yr. 3 yrs. 5 yrs. 10 yrs.
Your cost($) 80 249 433 966
--------------------------------------------------------------------------------

(1) The fund commenced operations on 12/31/97.

(2) Life of the fund performance is calculated commencing 1/31/97 as follows:
all performance data from 12/31/97 is that of the fund, and for the period
1/31/97 through 12/31/97, returns reflect performance of J.P. Morgan
Institutional Disciplined Equity Fund (a separate feeder fund investing in
the same master portfolio). These returns reflect lower operating expenses
thanthose of the fund. Therefore, the fund's returns would have been lower
had it existed during the same period.

(3) The fund's fiscal year end is 5/31.

(4) The fund has a master/feeder structure as described on page 16. This table
shows the fund's expenses and its share of master portfolio expenses for
the past fiscal year, expressed as a percentage of average net assets.

J.P. MORGAN DISCIPLINED EQUITY FUND | 2

<PAGE>

J.P. MORGAN U.S. EQUITY FUND
--------------------------------------------------------------------------------

[GRAPHIC OMITTED]
RISK/RETURN SUMMARY
For a more detailed discussion of the fund's investments and their main risks,
as well as fund strategies, please see pages 19-20.

[GRAPHIC OMITTED]
GOAL
The fund's goal is to provide high total return from a portfolio of selected
equity securities. This goal can be changed without shareholder approval.

[GRAPHIC OMITTED]
INVESTMENT APPROACH
Principal Strategies
The fund invests primarily in large- and medium-capitalization U.S. companies.
Industry by industry, the fund's weightings are similar to those of the Standard
& Poor's 500 Stock Index (S&P 500). The fund can moderately underweight or
overweight industries when it believes it will benefit performance.

Within each industry, the fund focuses on those stocks that are ranked as most
undervalued according to the investment process described on page 12. The fund
generally considers selling stocks that appear overvalued.

By emphasizing undervalued stocks, the fund seeks to produce returns that exceed
those of the S&P 500. At the same time, by controlling the industry weightings
of the fund so they can differ only moderately from the industry weightings of
the S&P 500, the fund seeks to limit its volatility to that of the overall
market, as represented by this index.

An investment in the fund is not a deposit of any bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency. You could lose money if you sell when the fund's share price is lower
than when you invested.
<PAGE>
TICKER SYMBOL: PPEQX
--------------------------------------------------------------------------------
REGISTRANT: J.P. MORGAN FUNDS
(J.P. MORGAN U.S. EQUITY FUND)

PORTFOLIO MANAGEMENT
The fund's assets are managed by J.P. Morgan, which currently manages
approximately $369 billion, including more than $16 billion using similar
strategies as the fund.

The portfolio management team is comprised of 23 research analysts, who select
stocks in their respective sectors using the investment process described on
page 12. Henry D. Cavanna, managing director, and Bradford L. Frishberg, vice
president, oversee the portfolio and manage its cash flows. Mr. Cavanna joined
the team in February of 1998, and has been at J.P. Morgan since 1971. He served
as manager of U.S. equity portfolios prior to managing the fund. Mr. Frishberg
has been at J.P. Morgan since 1996 and is a portfolio manager in the equity and
balanced groups. Prior to joining J.P. Morgan, he managed portfolios for Aetna
Investment Management in Hong Kong.

--------------------------------------------------------------------------------
Before you invest

Investors considering the fund should understand that:

o There is no assurance that the fund will meet its investment goal.

o The fund does not represent a complete investment program.

3 | J.P. MORGAN U.S. EQUITY FUND

<PAGE>

The bar chart indicates some of the risks by showing changes in the performance
of the fund's shares from year to year for each of the fund's last 10 calendar
years.

The table indicates some of the risks by showing how the fund's average annual
returns for the past one, five and ten years compare to those of the S&P 500
Index. This is a widely recognized, unmanaged index of U.S. stocks used as a
measure of overall U.S. stock market performance.

The fund's past performance does not necessarily indicate how the fund will
perform in the future.

<TABLE>
<CAPTION>
Year-by-year total return(%) Shows changes in returns by calendar year(1)
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1990 1991 1992 1993 1994 1995 1996 1997 1998 1999

40%
34.12 32.48
30%
21.06 28.41 24.45
20%
11.02 14.69
10%
1.38 8.73
0%
---------------------------------------------------------------------------------------------------------------------------------
(0.61)
(10%)
</TABLE>

[ ] J.P. Morgan U.S. Equity Fund

The fund's year-to-date total return as of 6/30/00 was -1.02%. For the period
covered by this year-by-year total return chart, the fund's highest quarterly
return was 21.33% (for the quarter ended 12/31/98); and the lowest quarterly
return was -11.83% (for the quarter ended 9/30/90).

<TABLE>
<CAPTION>
Average annual total return(%) Shows performance over time, for periods ended December 31, 1999(1)
------------------------------------------------------------------------------------------------------
Past 1 yr. Past 5 yrs. Past 10 yrs.
<S> <C> <C> <C>
J.P. Morgan U.S. Equity Fund (after expenses) 14.69 24.07 16.97
------------------------------------------------------------------------------------------------------
S&P 500 Index (no expenses) 21.04 28.55 18.21
------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

Annual fund operating expenses(2) (%)
(expenses that are deducted from fund assets)
--------------------------------------------------------------------------------
Management fees 0.40
Distribution (12b-1) fees none
Other expenses 0.38
--------------------------------------------------------------------------------
Total annual fund
operating expenses 0.78
--------------------------------------------------------------------------------

Expense example
--------------------------------------------------------------------------------
The example below is intended to help you compare the cost of investing in the
fund with the cost of investing in other mutual funds. The example assumes:
$10,000 initial investment, 5% return each year, total operating expenses
unchanged, and all shares sold at the end of each time period. The example is
for comparison only; the fund's actual return and your actual costs may be
higher or lower.

(1) The fund's fiscal year end is 5/31.

(2) The fund has a master/feeder structure as described on page 16. This table
shows the fund's expenses and its share of master portfolio expenses for the
past fiscal year, expressed as a percentage of the fund's average net
assets.

J.P. MORGAN U.S. EQUITY FUND | 4
<PAGE>

J.P. MORGAN U.S. SMALL COMPANY FUND
--------------------------------------------------------------------------------

[GRAPHIC OMITTED]
RISK/RETURN SUMMARY
For a more detailed discussion of the fund's investments and their main risks,
as well as fund strategies, please see pages 19-20.

[GRAPHIC OMITTED]
GOAL
The fund's goal is to provide high total return from a portfolio of small
company stocks. This goal can be changed without shareholder approval.

[GRAPHIC OMITTED]
INVESTMENT APPROACH
Principal Strategies
The fund invests primarily in small and medium sized U.S. companies whose market
capitalizations are greater than $100 million and less than $2 billion. Industry
by industry, the fund's weightings are similar to those of the Russell 2000
Index. The fund can moderately underweight or overweight industries when it
believes it will benefit performance.

Within each industry, the fund focuses on those stocks that are ranked as most
undervalued according to the process described on page 12. The fund generally
considers selling stocks that appear overvalued or have grown into large-cap
stocks.

Small-cap stocks have historically offered higher long-term growth than
large-cap stocks, and have also involved higher risks. The fund's small-cap
emphasis means it is likely to be more sensitive to economic news and is likely
to fall further in value during broad market downturns. The fund pursues returns
that exceed those of the Russell 2000 Index while seeking to limit its
volatility relative to this index.

<PAGE>

TICKER SYMBOL: PPCAX
--------------------------------------------------------------------------------
REGISTRANT: J.P. MORGAN FUNDS
(J.P. MORGAN U.S. SMALL COMPANY FUND)

PORTFOLIO MANAGEMENT
The fund's assets are managed by J.P. Morgan, which currently manages
approximately $369 billion, including more than $3.2 billion using similar
strategies as the fund.

The portfolio management team is led by Marian U. Pardo, managing director,
Alexandra F. Wells, vice president, and Daniel J. Anniello, vice president. Ms.
Pardo has been at J.P. Morgan since 1968, except for five months in 1998 when
she was president of a small investment management firm. Prior to managing the
fund, Ms. Pardo managed small and large cap equity portfolios, equity and
convertible funds, and several institutional portfolios. Ms. Wells joined the
team in March 1998 and has been with J.P. Morgan since 1992. Prior to managing
the fund, Ms. Wells managed large cap equity portfolios, and prior to that
served as an equity research analyst. Mr. Anniello has been a small company
portfolio manager since 2000 and employed by J.P. Morgan since 1997. Prior to
joining J.P. Morgan, Mr. Anniello worked at Warburg Pincus Asset Management and
the U.S. Securities and Exchange Commission.

--------------------------------------------------------------------------------
Before you invest

Investors considering the fund should understand that:

o There is no assurance that the fund will meet its investment goal.

o The fund does not represent a complete investment program.

5 | J.P. MORGAN U.S. SMALL COMPANY FUND

<PAGE>

The bar chart indicates some of the risks by showing changes in the performance
of the fund's shares from year to year for each of the fund's last 10 calendar
years.

The table indicates some of the risks by showing how the fund's average annual
returns for the past one, five and ten years compare to those of the Russell
2000 Index. This is a widely recognized, unmanaged index of small cap U.S.
stocks used as a measure of overall U.S. small company stock performance.

The fund's past performance does not necessarily indicate how the fund will
perform in the future.

<TABLE>
<CAPTION>
Year-by-year total return(%) Shows changes in returns by calendar year(1,2)
---------------------------------------------------------------------------------------------------
1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
60%
59.59 44.00
31.86
30%
18.98 20.75 22.75
8.58
0%
---------------------------------------------------------------------------------------------------
(5.89) (5.49)
(24.34)
(30%)
</TABLE>

[ ] J.P. Morgan U.S. Small Company Fund

The fund's year-to-date total return as of 6/30/00 was 0.48%. For the period
covered by this year-by-year total return chart, the fund's highest quarterly
return was 34.68% (for the quarter ended 12/31/99); and the lowest quarterly
return was -30.03% (for the quarter ended 9/30/90).

<TABLE>
<CAPTION>
Average annual total return(%) Shows performance over time, for periods ended December 31, 1999(1)
-----------------------------------------------------------------------------------------------------------
Past 1 yr. Past 5 yrs. Past 10 yrs.
<S> <C> <C> <C>
J.P. Morgan U.S. Small Company Fund (after expenses) 44.00 21.61 14.59
-----------------------------------------------------------------------------------------------------------
Russell 2000 Index (no expenses) 21.50 18.92 15.39
-----------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

Annual fund operating expenses(3) (%)
(expenses that are deducted from fund assets)
--------------------------------------------------------------------------------
Management fees 0.60
Distribution (12b-1) fees none
Other expenses 0.40
--------------------------------------------------------------------------------
Total annual fund
operating expenses 1.00
--------------------------------------------------------------------------------

Expense example
--------------------------------------------------------------------------------
The example below is intended to help you compare the cost of investing in the
fund with the cost of investing in other mutual funds. The example assumes:
$10,000 initial investment, 5% return each year, total operating expenses
unchanged, and all shares sold at the end of each time period. The example is
for comparison only; the fund's actual return and your actual costs may be
higher or lower.

--------------------------------------------------------------------------------
1 yr. 3 yrs. 5 yrs. 10 yrs.
Your cost($) 102 318 552 1,225
--------------------------------------------------------------------------------

(1) The fund commenced operations on 7/19/93. For the period 1/1/89 through
7/31/93 returns reflect performance of The Pierpont Capital Appreciation
Fund, the predecessor of the fund.

(2) The fund's fiscal year end is 5/31.

(3) The fund has a master/feeder structure as described on page 16. This table
shows the fund's expenses and its share of master portfolio expenses for the
past fiscal year, expressed as a percentage of the fund's average net
assets.

J.P. MORGAN U.S. SMALL COMPANY FUND | 6

<PAGE>

J.P. MORGAN U.S. SMALL COMPANY OPPORTUNITIES FUND
--------------------------------------------------------------------------------

[GRAPHIC OMITTED]
RISK/RETURN SUMMARY
For a more detailed discussion of the fund's investments and their main risks,
as well as fund strategies, please see pages 19-20.

[GRAPHIC OMITTED]
GOAL
The fund's goal is to provide long-term growth from a portfolio of small company
growth stocks. This goal can be changed without shareholder approval.

[GRAPHIC OMITTED]
INVESTMENT APPROACH
Principal Strategies
The fund invests primarily in stocks of small U.S. companies whose market
capitalization is greater than $150 million and less than $1.25 billion when
purchased. While the fund holds stocks in many industries to reduce the impact
of poor performance in any one sector, it tends to emphasize industries with
higher growth potential and does not track the sector weightings of the overall
small company stock market.

In searching for companies, the fund combines the approach described on page 12
with a growth-oriented approach that focuses on each company's business
strategies and its competitive environment. The fund seeks to buy stocks when
they are undervalued or fairly valued and are poised for long-term growth.
Stocks become candidates for sale when they appear overvalued or when the
company is no longer a small-cap company, but the fund may also continue to hold
them if it believes further substantial growth is possible.

Small-cap stocks have historically offered higher long-term growth than medium-
or large-cap stocks, and have also involved higher risks. The fund's small-cap
emphasis means it is likely to be more sensitive to economic news and is likely
to fall further in value during broad market downturns. Because the fund seeks
to outperform the Russell 2000 Growth Index while not tracking its industry
weightings, investors should expect higher volatility compared to this index or
to more conservatively managed small-cap funds.

<PAGE>

TICKER SYMBOL: JPSOX
--------------------------------------------------------------------------------
REGISTRANT: J.P. MORGAN FUNDS
(J.P. MORGAN U.S. SMALL COMPANY
OPPORTUNITIES FUND)

PORTFOLIO MANAGEMENT
The fund's assets are managed by
J.P. Morgan, which currently manages approximately $369 billion, including more
than $1.2 billion using similar strategies as the fund.

The portfolio management team is led by Marian U. Pardo, managing director,
Saira Durcanin, vice president and CFA, and Carolyn Jones, associate. Ms. Pardo
has been at J.P. Morgan since 1968, except for five months in 1998 when she was
president of a small investment management firm. Prior to managing the fund, Ms.
Pardo managed small and large cap equity portfolios, equity and convertible
funds, and several institutional portfolios. Ms. Durcanin has been with J.P.
Morgan since July 1995 as a small company equity analyst and portfolio manager
after graduating from the University of Wisconsin with an M.S. in finance. Ms.
Jones has been with J.P. Morgan since July 1998. Prior to managing this fund,
Ms. Jones served as a portfolio manager in J.P. Morgan's private banking group
and as a product specialist at Merrill Lynch Asset Management.

--------------------------------------------------------------------------------
Before you invest

Investors considering the fund should understand that:

o There is no assurance that the fund will meet its investment goal.

o The fund does not represent a complete investment program.

7 | J.P. MORGAN U.S. SMALL COMPANY OPPORTUNITIES FUND
<PAGE>

The bar chart indicates some of the risks by showing the performance of the
fund's shares from year to year for each of the last two calendar years.

The table indicates some of the risks by showing how the fund's average annual
returns for the past year and for the life of the fund compare to those of the
Russell 2000 Growth Index. This is a widely recognized, unmanaged index of small
cap U.S. growth stocks used as a measure of overall U.S. small cap growth stock
performance.

The fund's past performance does not necessarily indicate how the fund will
perform in the future.

Total return (%) Shows changes in returns by calendar year(1,2)
--------------------------------------------------------------------------------
1998 1999

80%
61.63
60%

40%

20%
5.21
0%
--------------------------------------------------------------------------------

[ ] J.P. Morgan U.S. Small Company Opportunities Fund

The fund's year-to-date total return as of 6/30/00 was 1.43%. For the period
covered by this total return chart, the fund's highest quarterly return was
42.58% (for the quarter ended 12/31/99); and the lowest quarterly return was
-20.19% (for the quarter ended 9/30/98).

<TABLE>
<CAPTION>
Average annual total return(%) Shows performance over time, for periods ended December 31, 1999
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Past 1 yr. Life of fund(1)
J.P. Morgan U.S. Small Company Opportunities Fund (after expenses) 61.63 30.85
---------------------------------------------------------------------------------------------------------------------
Russell 2000 Growth Index (no expenses) 43.09 19.31
---------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

Annual fund operating expenses(3) (%)
(expenses that are deducted from fund assets)
--------------------------------------------------------------------------------
Management fees 0.60
Distribution (12b-1) fees none
Other expenses 0.39
--------------------------------------------------------------------------------
Total annual fund
operating expenses 0.99
--------------------------------------------------------------------------------

Expense example
--------------------------------------------------------------------------------
The example below is intended to help you compare the cost of investing in the
fund with the cost of investing in other mutual funds. The example assumes:
$10,000 initial investment, 5% return each year, total operating expenses
unchanged, and all shares sold at the end of each time period. The example is
for comparison only; the fund's actual return and your actual costs may be
higher or lower.

--------------------------------------------------------------------------------
1 yr. 3 yrs. 5 yrs. 10 yrs.
Your cost($) 101 315 547 1,213
--------------------------------------------------------------------------------
(1) The fund commenced operations on 6/16/97 and returns reflect performance of
the fund from 6/30/97.

(2) The fund's fiscal year end is 5/31.

J.P. MORGAN U.S. SMALL COMPANY OPPORTUNITIES FUND | 8

<PAGE>

J.P. MORGAN TAX AWARE
U.S. EQUITY FUND
--------------------------------------------------------------------------------

[GRAPHIC OMITTED]
RISK/RETURN SUMMARY
For a more detailed discussion of the fund's investments and their main risks,
as well as fund strategies, please see pages 19-20.

[GRAPHIC OMITTED]
GOAL
The fund's goal is to provide high after tax total return from a portfolio of
selected equity securities. This goal can be changed without shareholder
approval.

[GRAPHIC OMITTED]
INVESTMENT APPROACH
Principal Strategies
The fund invests primarily in large- and medium-capitalization U.S. companies.
Industry by industry, the fund's weightings are similar to those of the Standard
& Poor's 500 Stock Index (S&P 500). The fund can moderately underweight or
overweight industries when it believes it will benefit performance.

To this investment approach the fund adds the element of tax aware investing.
The fund's tax aware investment strategies are described on page 12.

By emphasizing undervalued stocks, the fund seeks to produce returns that exceed
those of the S&P 500. At the same time, by controlling the industry weightings
of the fund so that they differ only moderately from the industry weightings of
the S&P 500, the fund seeks to limit its volatility to that of the overall
market, as represented by this index. The fund's tax aware strategies may reduce
your capital gains but will not eliminate them. Maximizing after-tax returns may
require trade-offs that reduce pre-tax returns.

<PAGE>

TICKER SYMBOL: JPTAX
--------------------------------------------------------------------------------
REGISTRANT: J.P. MORGAN SERIES TRUST
(J.P. MORGAN TAX AWARE U.S. EQUITY FUND: SELECT SHARES)

PORTFOLIO MANAGEMENT
The fund's assets are managed by J.P. Morgan, which currently manages
approximately $369 billion, including more than $17 million using similar
strategies as the fund.

The portfolio management team is led by Terry E. Banet, vice president, and
Louise Sclafani, vice president. Ms. Banet has been on the team since the fund's
inception in December 1996, and has been at J.P. Morgan since 1985. Prior to
managing this fund, Ms. Banet managed tax aware accounts and helped develop
Morgan's tax aware equity process. Ms. Sclafani has been at J.P. Morgan since
1994.

--------------------------------------------------------------------------------
Before you invest

Investors considering the fund should understand that:

o There is no assurance that the fund will meet its investment goal.

o The fund does not represent a complete investment program.

9 | J.P. MORGAN TAX AWARE U.S. EQUITY FUND

<PAGE>

The bar chart indicates some of the risks by showing changes in the performance
of the fund's shares from year to year for each of the fund's last 3 calendar
years.

The table indicates some of the risks by showing how the fund's average annual
returns for the past year and the life of the fund compare to those of the S&P
500 Index. This is a widely recognized, unmanaged index of U.S. stocks used as a
measure of overall U.S. stock performance.

The fund's past performance does not necessarily indicate how the fund will
perform in the future.

Year-by-year total return(%) Shows changes in returns by calendar year(1,2)
--------------------------------------------------------------------------------
1997 1998 1999

40%
30.32 31.18
20%
18.31
0%
--------------------------------------------------------------------------------

[ ] J.P. Morgan Tax Aware U.S. Equity Fund

The fund's year-to-date total return as of 4/30/00 was 0.55%. For the period
covered by this year-by-year total return chart, the fund's highest quarterly
return was 21.64% (for the quarter ended 12/31/98) and the lowest quarterly
return was -8.86% (for the quarter ended 9/30/98).

<TABLE>
<CAPTION>
Average annual total return(%) Shows performance over time, for periods ended December 31, 1999
-----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Past 1 yr. Life of fund(1)
J.P. Morgan Tax Aware U.S. Equity Fund (after expenses) 18.31 26.46
-----------------------------------------------------------------------------------------------------------
S&P 500 Index (no expenses) 21.04 27.56
-----------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

--------------------------------------------------------------------------------
Investor Expenses
The expenses of the fund are shown at right. The fund has no sales, redemption,
exchange, or account fees, although some institutions may charge you a fee for
shares you buy through them.

Shareholder transaction expenses(3)
Annual expenses (% of fund assets)
--------------------------------------------------------------------------------
Management fees 0.45
Distribution (12b-1) fees none
Other expenses 0.45
--------------------------------------------------------------------------------
Total operating expenses 0.90
Fee waiver and expense
reimbursement(3) 0.05
--------------------------------------------------------------------------------
Net expenses(3) 0.85
--------------------------------------------------------------------------------

Expense example(3)
--------------------------------------------------------------------------------
The example below is intended to help you compare the cost of investing in the
fund with the cost of investing in other mutual funds. The example assumes:
$10,000 initial investment, 5% return each year, net expenses for the period
3/1/00 through 2/28/01 and total operating expenses thereafter, and all shares
sold at the end of each time period. The example is for comparison only; the
fund's actual return and your actual costs may be higher or lower.

--------------------------------------------------------------------------------
1 yr. 3 yrs. 5 yrs. 10 yrs.
Your cost($) 87 282 494 1,103
--------------------------------------------------------------------------------

(1) The fund commenced operations on 12/18/96, and returns reflect performance
of the fund from 12/31/96.

(2) The fund's fiscal year end is 10/31.

(3) Reflects an agreement dated 3/1/00 by Morgan Guaranty Trust Company of New
York, an affiliate of J.P. Morgan, to reimburse the fund to the extent total
operating expenses (excluding interest, taxes and extraordinary expenses)
exceed 0.85% of the fund's average daily net assets through 2/28/01.

J.P. MORGAN TAX AWARE U.S. EQUITY FUND | 10

<PAGE>

U.S. EQUITY MANAGEMENT APPROACH
--------------------------------------------------------------------------------
J.P. MORGAN
Known for its commitment to proprietary research and its disciplined investment
strategies, J.P. Morgan is the asset management choice for many of the world's
most respected corporations, financial institutions, governments, and
individuals. Today, J.P. Morgan employs approximately 420 analysts and portfolio
managers around the world and has approximately $369 billion in assets under
management, including assets managed by the funds' advisor, J.P. Morgan
Investment Management Inc.

J.P. MORGAN U.S. EQUITY FUNDS
These funds invest primarily in U.S. stocks either directly or through another
fund. As a shareholder, you should anticipate risks and rewards beyond those of
a typical bond fund or a typical balanced fund.

THE SPECTRUM OF U.S. EQUITY FUNDS
The funds described in this prospectus pursue a range of goals and offer varying
degrees of risk and potential reward. Differences between these funds include:

o how much emphasis they give to the most undervalued stocks

o how closely they follow the industry weightings of their benchmarks

o how many securities they typically maintain in their portfolios

o the size or market capitalization of the companies in which they invest

o whether they focus on before-tax or after-tax returns

The table below shows degrees of the relative risk and return that these funds
potentially offer. These and other distinguishing features of each U.S. equity
fund are described on the following pages.

Potential risk and return
The positions of the funds in this graph reflect long-term performance goals
only and are relative, not absolute.

Return
--------------------------------------------------------------------------------
U.S. Small Company Opportunities Fund o

U.S. Small Company Fund o

o Tax Aware U.S. Equity Fund
U.S. Equity Fund

o Disciplined Equity Fund
--------------------------------------------------------------------------------
Risk

--------------------------------------------------------------------------------
Who May Want To Invest

The funds are designed for investors who:

o are pursuing a long-term goal such as retirement

o want to add an investment with growth potential to further diversify a
portfolio

o want funds that seek to outperform the markets in which they each invest over
the long term

o with regard to the Tax Aware Fund, are individuals that could benefit from a
strategy that pursues returns from an after-tax perspective

The funds are not designed for investors who:

o want funds that pursue market trends or focus only on particular industries or
sectors

o require regular income or stability of principal

o are pursuing a short-term goal or investing emergency reserves

o with regard to the Tax Aware Fund, are investing through a tax-deferred
account such as an IRA.

11 | U.S. EQUITY MANAGEMENT APPROACH
<PAGE>
[GRAPHIC OMITTED]
J.P. Morgan analysts develop proprietary
fundamental research

[GRAPHIC OMITTED]
Stocks in each industry are ranked
with the help of models

[GRAPHIC OMITTED]
Using research and valuations,
each fund's management team
chooses stocks for its fund

<PAGE>

U.S. EQUITY INVESTMENT PROCESS
The J.P. Morgan U.S. equity funds invest primarily in U.S. stocks. The Tax Aware
Fund does so while seeking to enhance after-tax returns.

While each fund follows its own strategy, the funds as a group share a single
investment philosophy. This philosophy, developed by the funds' advisor, focuses
on stock picking while largely avoiding sector or market-timing strategies.

In managing the funds, J.P. Morgan employs a three-step process:

Research J.P. Morgan takes an in-depth look at company prospects over a
relatively long period -- often as much as five years -- rather than focusing on
near-term expectations. This approach is designed to provide insight into a
company's real growth potential. J.P. Morgan's in-house research is developed by
an extensive worldwide network of over 125 career equity analysts. The team of
analysts dedicated to U.S. equities includes more than 20 members, with an
average of over ten years of experience.

Valuation The research findings allow J.P. Morgan to rank the companies in each
industry group according to their relative value. The greater a company's
estimated worth compared to the current market price of its stock, the more
undervalued the company. The valuation rankings are produced with the help of a
variety of models that quantify the research team's findings.

Stock selection Each fund buys and sells stocks according to its own policies,
using the research and valuation rankings as a basis. In general, each
management team buys stocks that are identified as undervalued and considers
selling them when they appear overvalued. Along with attractive valuation, the
funds' managers often consider a number of other criteria:

o catalysts that could trigger a rise in a stock's price

o high potential reward compared to potential risk

o temporary mispricings caused by market overreactions.

--------------------------------------------------------------------------------
TAX AWARE INVESTING AT J.P. MORGAN
The Tax Aware U.S. Equity Fund is designed to reduce, but not eliminate, capital
gains distributions to shareholders. In doing so, the fund sells securities when
the anticipated performance benefit justifies the resulting tax liability. This
strategy often includes holding securities long enough to avoid higher,
short-term capital gains taxes, selling shares with a higher cost basis first,
and offsetting gains realized in one security by selling another security at a
capital loss. The fund is aided in this process by a tax-sensitive optimization
model developed by J.P. Morgan.

The Tax Aware U.S. Equity Fund generally intends to pay redemption proceeds in
cash; however it reserves the right at its sole discretion to pay redemptions
over $250,000 in-kind as a portfolio of representative stocks rather than cash.
An in-kind redemption payment can shield the fund -- and other shareholders --
from tax liabilities that might otherwise be incurred. However, the stocks
received will continue to fluctuate in value after redemption and will be
subject to brokerage or other transaction costs when liquidated.

U.S. EQUITY MANAGEMENT APPROACH | 12

<PAGE>

YOUR INVESTMENT
--------------------------------------------------------------------------------
For your convenience, the J.P. Morgan Funds offer several ways to start and add
to fund investments.

INVESTING THROUGH A FINANCIAL PROFESSIONAL
If you work with a financial professional, either at J.P. Morgan or elsewhere,
he or she is prepared to handle your planning and transaction needs. Your
financial professional will be able to assist you in establishing your fund
account, executing transactions, and monitoring your investment. If your fund
investment is not held in the name of your financial professional and you prefer
to place a transaction order yourself, please use the instructions for investing
directly.

INVESTING THROUGH AN EMPLOYER-SPONSORED RETIREMENT PLAN
Your fund investments are handled through your plan. Refer to your plan
materials or contact your benefits office for information on buying, selling, or
exchanging fund shares.

INVESTING THROUGH AN IRA OR ROLLOVER IRA
Please contact a J.P. Morgan Retirement Services Specialist at 1-888-576-4472
for information on J.P. Morgan's comprehensive IRA services, including lower
minimum investments.

INVESTING DIRECTLY
Investors may establish accounts without the help of an intermediary by using
the instructions below and at right:

o Choose a fund (or funds) and determine the amount you are investing. The
minimum amount for initial investments in a fund is $2,500 and for additional
investments $500, although these minimums may be less for some investors. For
more information on minimum investments, call 1-800-521-5411.

o Complete the application, indicating how much of your investment you want to
allocate to which fund(s). Please apply now for any account privileges you may
want to use in the future, in order to avoid the delays associated with adding
them later on.

o Mail in your application, making your initial investment as shown on the
right.

For answers to any questions, please speak with a J.P. Morgan Funds Services
Representative at 1-800-521-5411.

<PAGE>

OPENING YOUR ACCOUNT
By wire
o Mail your completed application to the Shareholder Services Agent.

o Call the Shareholder Services Agent to obtain an account number and to place a
purchase order. Funds that are wired without a purchase order will be returned
uninvested.

o After placing your purchase order, instruct your bank to wire the amount of
your investment to:

Morgan Guaranty Trust Company of New York - Delaware
Routing number: 031-100-238
Credit: Morgan Guaranty Trust shareholder services
Account number: 00073836
FFC: your account number, name of registered owner(s) and fund name.

By check
o Make out a check for the investment amount payable to J.P. Morgan Funds

o Mail the check with your completed application to the Transfer Agent.

By exchange
o Call the Shareholder Services Agent to effect an exchange.

ADDING TO YOUR ACCOUNT
By wire
o Call the Shareholder Services Agent to place a purchase order. Funds that are
wired without a purchase order will be returned uninvested.

o Once you have placed your purchase order, instruct your bank to wire the
amount of your investment as described above. By check

o Make out a check for the investment amount payable to J.P. Morgan Funds.

o Mail the check with a completed investment slip to the Transfer Agent. If you
do not have an investment slip, attach a note indicating your account number
and how much you wish to invest in which fund(s).

By exchange

o Call the Shareholder Services Agent to effect an exchange.

13 | YOUR INVESTMENT
<PAGE>

SELLING SHARES
By phone -- wire payment
o Call the Shareholder Services Agent to verify that the wire redemption
privilege is in place on your account. If it is not, a representative can help
you add it.

o Place your wire request. If you are transferring money to a
non-Morgan account, you will need to provide the representative with the
personal identification number (PIN) that was provided to you when you opened
your fund account.

By phone -- check payment
o Call the Shareholder Services
Agent and place your request. Once your request has been verified, a check for
the net cash amount, payable to the registered owner(s), will be mailed to the
address of record. For checks payable to any other party or mailed to any
other address, please make your request in writing (see below).

In writing
o Write a letter of instruction that includes the following information: The
name of the registered owner(s) of the account; the account number; the fund
name; the amount you want to sell; and the recipient's name and address or
wire information, if different from those of the account registration.

o Indicate whether you want the proceeds sent by check or by wire.

o Make sure the letter is signed by an authorized party. The Shareholder
Services Agent may require additional information, such as a signature
guarantee.

o Mail the letter to the Shareholder Services Agent.

By exchange
o Call the Shareholder Services Agent to effect an exchange.

Redemption in kind
o Each fund reserves the right to make redemptions of over $250,000 in
securities rather than in cash.

<PAGE>

ACCOUNT AND TRANSACTION POLICIES
Telephone orders The funds accept telephone orders from all shareholders. To
guard against fraud, the funds require shareholders to use a PIN, and may record
telephone orders or take other reasonable precautions. However, if a fund does
take such steps to ensure the authenticity of an order, you may bear any loss if
the order later proves fraudulent.

Exchanges You may exchange shares in these funds for shares in any other J.P.
Morgan or J.P. Morgan Institutional mutual fund at no charge (subject to the
securities laws of your state). When making exchanges, it is important to
observe any applicable minimums. Keep in mind that for tax purposes an exchange
is considered a sale.

A fund may alter, limit, or suspend its exchange policy at any time.

Business days and NAV calculations The funds' regular business days and hours
are the same as those of the New York Stock Exchange (NYSE). Each fund
calculates its net asset value per share (NAV) every business day as of the
close of trading on the NYSE (normally 4:00 p.m. eastern time). Each fund's
securities are typically priced using market quotes or pricing services. When
these methods are not available or do not represent a security's value at the
time of pricing (e.g., when an event occurs on a foreign exchange after the
close of trading on that exchange that would materially impact a security's
value at the time the fund calculates its NAV), the security is valued in
accordance with the fund's fair valuation procedures.

Timing of orders Orders to buy or sell shares are executed at the next NAV
calculated after the order has been accepted. Orders are accepted until the
close of trading on the NYSE every business day and are executed the same day,
at that day's NAV. A fund has the right to suspend redemption of shares, as
permitted by law, and to postpone payment of proceeds for up to seven days.

--------------------------------------------------------------------------------
Transfer Agent Shareholder Services Agent
State Street Bank and Trust Company Morgan Christiana Center
P.O. Box 8411 J.P. Morgan Funds Services - 2/OPS3
Boston, MA 02266-8411 500 Stanton Christiana Road
Attention: J.P. Morgan Funds Services Newark, DE 19713
1-800-521-5411

Representatives are available 8:00 a.m. to 6:00 p.m. eastern time on fund
business days.

YOUR INVESTMENT | 14

<PAGE>

Timing of settlements When you buy shares, you will become the owner of record
when a fund receives your payment, generally the day following execution. When
you sell shares, cash proceeds are generally available the day following
execution and will be forwarded according to your instructions. In-kind
redemptions (described on page 12) will be available as promptly as is feasible.

When you sell shares that you recently purchased by check, your order will be
executed at the next NAV but the proceeds will not be available until your check
clears. This may take up to 15 days.

Statements and reports The funds send monthly account statements as well as
confirmations after each purchase or sale of shares (except reinvestments).
Every six months each fund sends out an annual or semi-annual report containing
information on its holdings and a discussion of recent and anticipated market
conditions and fund performance.

Accounts with below-minimum balances If your account balance falls below the
minimum for 30 days as a result of selling shares (and not because of
performance), each fund reserves the right to request that you buy more shares
or close your account. If your account balance is still below the minimum 60
days after notification, each fund reserves the right to close out your account
and send the proceeds to the address of record.

DIVIDENDS AND DISTRIBUTIONS
Income dividends are typically paid four times a year for the Disciplined
Equity, U.S. Equity and Tax Aware U.S. Equity funds; and twice a year for the
U.S. Small Company and U.S. Small Company Opportunities funds. Each fund
typically makes capital gains distributions, if any, once per year. However, a
fund may make more or fewer payments in a given year, depending on its
investment results and its tax compliance situation. Each fund's dividends and
distributions consist of most or all of its net investment income and net
realized capital gains.

Dividends and distributions are reinvested in additional fund shares.
Alternatively, you may instruct your financial professional or J.P. Morgan Funds
Services to have them sent to you by check, credited to a separate account, or
invested in another J.P. Morgan Fund.

<PAGE>

--------------------------------------------------------------------------------
TAX CONSIDERATIONS
In general, selling shares for cash, exchanging shares, and receiving
distributions (whether reinvested or taken in cash) are all taxable events.
These transactions typically create the following tax liabilities for taxable
accounts:

--------------------------------------------------------------------------------
Transaction Tax status
--------------------------------------------------------------------------------
Income dividends Ordinary income
--------------------------------------------------------------------------------
Short-term capital gains Ordinary income
distributions
--------------------------------------------------------------------------------
Long-term capital gains Capital gains
distributions
--------------------------------------------------------------------------------
Sales or exchanges of shares Capital gains or losses
owned for more than one year
--------------------------------------------------------------------------------
Sales or exchanges of shares Gains are treated as ordinary
owned for one year or less income; losses are subject
to special rules
--------------------------------------------------------------------------------

Because long-term capital gains distributions are taxable as capital gains
regardless of how long you have owned your shares, you may want to avoid making
a substantial investment when a fund is about to declare a long-term capital
gains distribution. Every January, each fund issues tax information on its
distributions for the previous year. Any investor for whom a fund does not have
a valid taxpayer identification number will be subject to backup withholding for
taxes. The tax considerations described in this section do not apply to
tax-deferred accounts or other non-taxable entities. Because each investor's tax
circumstances are unique, please consult your tax professional about your fund
investment.

15 | YOUR INVESTMENT

<PAGE>

FUND DETAILS
--------------------------------------------------------------------------------

BUSINESS STRUCTURE
As noted earlier, each fund (except the Tax Aware U.S. Equity Fund) is a series
of J.P. Morgan Funds, a Massachusetts business trust, and is a "feeder" fund
that invests in a master portfolio. (Except where indicated, this prospectus
uses the term "the fund" to mean the feeder fund and its master portfolio taken
together.)

Each master portfolio accepts investments from other feeder funds, and all the
feeders of a given master portfolio bear the portfolio's expenses in proportion
to their assets. However, each feeder can set its own transaction minimums,
fund-specific expenses and other conditions. This means that one feeder could
offer access to the same master portfolio on more attractive terms, or could
experience better performance, than another feeder. Information about other
feeders is available by calling 1-800-521-5411. Generally, when a master
portfolio seeks a vote, its feeder fund will hold a shareholder meeting and cast
its vote proportionately, as instructed by its shareholders. Fund shareholders
are entitled to one full or fractional vote for each dollar or fraction of a
dollar invested.

Each feeder fund and its master portfolio expect to maintain consistent goals,
but if they do not, the feeder fund will withdraw from the master portfolio,
receiving its assets either in cash or securities. Each feeder fund's trustees
would then consider whether a fund should hire its own investment adviser,
invest in a different master portfolio, or take other action.

The Tax Aware U.S. Equity Fund is a series of J.P. Morgan Series Trust, a
Massachusetts business trust. Information about other series or classes is
available by calling 1-800-521-5411. In the future, the trustees could create
other series or share classes, which would have different expenses.

MANAGEMENT AND ADMINISTRATION

The feeder funds described in this prospectus, their corresponding master
portfolios, and J.P. Morgan Series Trust are all governed by the same trustees.
The trustees are responsible for overseeing all business activities. The
trustees are assisted by Pierpont Group, Inc., which they own and operate on a
cost basis; costs are shared by all funds governed by these trustees.

<PAGE>

Funds Distributor, Inc., as co-administrator, along with J.P. Morgan, provides
fund officers. J.P. Morgan, as co-administrator, oversees each fund's other
service providers.

J.P. Morgan receives the following fees for investment advisory and other
services:

--------------------------------------------------------------------------------
Advisory services Percentage of the master
portfolio's average net assets
--------------------------------------------------------------------------------
Disciplined Equity 0.35%
U.S. Equity 0.40%
U.S. Small Company 0.60%
U.S. Small Company 0.60%
Opportunities
--------------------------------------------------------------------------------
Administrative services Master portfolio's and fund's
(fee shared with Funds pro-rata portions of 0.09%
Distributor, Inc.) of the first $7 billion in
J.P. Morgan-advised portfolios,
plus 0.04% of averagenet assets
over $7 billion
--------------------------------------------------------------------------------
Shareholder services 0.25% of the fund's average
net assets
--------------------------------------------------------------------------------

The Tax Aware U.S. Equity Fund, subject to the expense reimbursements described
earlier in this prospectus, pays J.P. Morgan the following fees for investment
advisory and other services:

--------------------------------------------------------------------------------
Advisory services 0.45% of the fund's average
net assets
--------------------------------------------------------------------------------
Administrative services Fund's pro-rata portion of
(fee shared with Funds 0.09% of the first $7 billion
Distributor, Inc.) of average net assets in
J.P. Morgan-advised portfolios,
plus 0.04% of average
net assets over $7 billion
--------------------------------------------------------------------------------
Shareholder services 0.25% of the fund's average
net assets
--------------------------------------------------------------------------------

J.P. Morgan may pay fees to certain firms and professionals for providing
recordkeeping or other services in connection with investments in a fund.

FUND DETAILS | 16
<PAGE>

--------------------------------------------------------------------------------
PERFORMANCE OF PRIVATE ACCOUNTS

The Disciplined Equity Fund's investment objective and policies are
substantially similar to those used by J.P. Morgan in managing certain
discretionary investment management accounts. The chart below shows the
historical investment performance for a composite of these private accounts (the
"Disciplined Equity Composite") and for the fund's benchmark index.

The performance of the Disciplined Equity Composite does not represent the
fund's performance nor should it be interpreted as indicative of the fund's
future performance. The accounts in the Disciplined Equity Composite are not
subject to the same regulatory requirements and limitations imposed on mutual
funds. If the accounts included in the Disciplined Equity Composite had been
subject to these regulatory requirements and limitations, their performance
might have been lower.

Additionally, although it is anticipated that the fund and the Disciplined
Equity Composite will hold similar securities, their investment results are
expected to differ. In particular, difference in asset size and cash flow
resulting from purchases and redemptions of fund shares may result in different
securities selections, differences in the relative weightings of securities or
differences in the prices paid for particular fund holdings.

The performance of the Disciplined Equity Composite reflects the deductions of
the fund's total operating expenses, after expense reimbursement, and the
reinvestment of dividends and other distributions. The performance information
is the annual total return of the Disciplined Equity Composite for each of the
periods indicated.

<TABLE>
<CAPTION>
Annual Total Returns for the Year Ended December 31,
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
Disciplined Equity
Composite -3.24% 30.01% 11.42% 9.87% 1.90% 37.47% 22.90% 32.97% 31.52% 18.47%
-----------------------------------------------------------------------------------------------------------------------------------
S&P 500 -3.11% 30.47% 7.62% 10.08% 1.32% 37.58% 22.96% 33.36% 28.58% 21.04%
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The Disciplined Equity Composite currently includes all discretionary accounts
managed by J.P. Morgan using substantially similar investment strategy as the
Disciplined Equity Fund. The inception date for the Disciplined Equity Composite
was October 31, 1989. Prior to January 1, 1993 the composite may not have
included all discretionary accounts.

17 | YOUR INVESTMENT

<PAGE>

(THIS PAGE IS INTENTIONALLY LEFT BLANK)

| 18

<PAGE>
--------------------------------------------------------------------------------
RISK AND REWARD ELEMENTS

This table discusses the main elements that make up each fund's overall risk and
reward characteristics. It also outlines each fund's policies toward various
investments, including those that are designed to help certain funds manage
risk.

o During severe market downturns, the
funds have the option of investing up
to 100% of assets in investment-grade
short-term securities
------------------------------------------------------------------------------------------------------------------------------------
Management choices

o A fund could underperform its o A fund could outperform its benchmark o J.P. Morgan focuses its active
benchmark due to its securities and due to these same choices management on securities selection,
asset allocation choices the area where it believes its
commitment to research can most
enhance returns
------------------------------------------------------------------------------------------------------------------------------------
Foreign investments

o Currency exchange rate movements o Favorable exchange rate movements o Each fund anticipates that its total
could reduce gains or create losses could generate gains or reduce losses foreign investments will not exceed
20% of assets
o A fund could lose money because of o Foreign investments, which represent
foreign government actions, political a major portion of the world's o Each fund actively manages the
instability, or lack of adequate and securities, offer attractive currency exposure of its foreign
accurate information potential performance and investments relative to its
opportunities for diversification benchmark, and may hedge back into
the U.S. dollar from time to time
(see also "Derivatives")
------------------------------------------------------------------------------------------------------------------------------------
When-issued and delayed delivery securities

o When a fund buys securities before o A fund can take advantage of o Each fund uses segregated accounts to
issue or for delayed delivery, it attractive transaction opportunities offset leverage risk
could be exposed to leverage risk if
it does not use segregated accounts
------------------------------------------------------------------------------------------------------------------------------------
Short-term trading

o Increased trading would raise a o A fund could realize gains in a short o The funds generally avoid short-term
fund's brokerage and related costs period of time trading, except to take advantage of
attractive or unexpected
o Increased short-term capital gains o A fund could protect against losses opportunities or to meet demands
distributions would raise if a stock is overvalued and its generated by shareholder activity.
shareholders' income tax liability value later falls The turnover rate for each fund for
its most recent fiscal year end is as
follows: Disciplined Equity (56%),
U.S. Equity (89%), U.S. Small Company
(104%), U.S. Small Company
Opportunities (132%), and Tax Aware
U.S. Equity (29%)
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

19 | FUND DETAILS

<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
Potential risks Potential rewards Policies to balance risk and reward
------------------------------------------------------------------------------------------------------------------------------------
Derivatives
<S> <C> <C>
o Derivatives such as futures, options, o Hedges that correlate well with o The funds use derivatives for hedging
swaps, and forward foreign currency underlying positions can reduce or and for risk management (i.e., to
contracts that are used for hedging eliminate losses at low cost establish or adjust exposure to
the portfolio or specific securities particular securities, markets or
may not fully offset the underlying o A fund could make money and protect currencies); risk management may
positions1 and this could result in against losses if management's include management of a fund's
losses to the fund that would not analysis proves correct exposure relative to its benchmark
have otherwise occurred (the U.S. Small Company Opportunities
o Derivatives that involve leverage Fund is permitted to use derivatives,
o Derivatives used for risk management could generate substantial gains at however, it has no current intention
may not have the intended effects and low cost to do so)
may result in losses or missed
opportunities o The funds only establish hedges that
they expect will be highly correlated
o The counterparty to a derivatives with underlying positions
contract could default
o While the funds may use derivatives
o Derivatives that involve leverage that incidentally involve leverage,
could magnify losses they do not use them for the specific
purpose of leveraging their
o Certain types of derivatives involve portfolios
costs to the funds which can reduce
returns
------------------------------------------------------------------------------------------------------------------------------------
Securities lending

o When a fund lends a security, there o A fund may enhance income through the o J.P. Morgan maintains a list of
is a risk that the loaned securities investment of the collateral received approved borrowers
may not be returned if the borrower from the borrower
defaults o The fund receives collateral equal to
at least 100% of the current value of
o The collateral will be subject to the securities loaned
risks of the securities in which it
is invested o The lending agents indemnify a fund
against borrower default

o J.P. Morgan's collateral investment
guidelines limit the quality and
duration of collateral investment to
minimize losses

o Upon recall, the borrower must return
the securities loaned within the
normal settlement period
------------------------------------------------------------------------------------------------------------------------------------
Illiquid holdings

o A fund could have difficulty valuing o These holdings may offer more o No fund may invest more than 15% of
these holdings precisely attractive yields or potential growth net assets in illiquid holdings
than comparable widely traded
o A fund could be unable to sell these securities o To maintain adequate liquidity to
holdings at the time or price it meet redemptions, each fund may hold
desires investment-grade short-term
securities (including repurchase
agreements and reverse repurchase
agreements) and, for temporary or
extraordinary purposes, may borrow
from banks up to 33 1/3% of the value
of its total assets
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) A futures contract is an agreement to buy or sell a set quantity of an
underlying instrument at a future date, or to make or receive a cash
payment based on changes in the value of a securities index. An option is
the right to buy or sell a set quantity of an underlying instrument at a
pre-determined price. A swap is a privately negotiated agreement to
exchange one stream of payments for another. A forward foreign currency
contract is an obligation to buy or sell a given currency on a future date
and at a set price.

FUND DETAILS | 20

<PAGE>

--------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

The financial tables are intended to help you understand each fund's financial
performance for the past one through five fiscal years or periods, as
applicable. Certain information reflects financial results for a single fund
share. The total returns in the tables represent the rate that an investor would
have earned (or lost) on an investment in a fund (assuming reinvestment of all
dividends are distributions). Except where noted, this information has been
audited by PricewaterhouseCoopers LLP, whose reports, along with each fund's
financial statements, are included in the respective fund's annual report which
are available upon request.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------
J.P. MORGAN DISCIPLINED EQUITY FUND

Per-share data For fiscal periods ended
-------------------------------------------------------------------------------------
5/31/98(1) 5/31/99 5/31/00
<S> <C> <C> <C>
Net asset value, beginning of period ($) 12.98 14.95 18.22
Income from investment operations:
Net investment income ($) 0.03 0.12 0.13
Net realized and unrealized gain
on investment ($) 1.96 3.28 0.82
-------------------------------------------------------------------------------------
Total from investment operations ($) 1.99 3.40 0.95
-------------------------------------------------------------------------------------
Less distributions to shareholders from:
Net investment income ($) (0.02) (0.09) (0.13)
Net realized gains ($) -- (0.04) (0.37)
-------------------------------------------------------------------------------------
Total distributions to shareholders ($) (0.02) (0.13) (0.50)
-------------------------------------------------------------------------------------
Net asset value, end of period ($) 14.95 18.22 18.67
-------------------------------------------------------------------------------------

Ratios and supplemental data
-------------------------------------------------------------------------------------
Total return (%) 15.33(2) 22.86 5.19
-------------------------------------------------------------------------------------
Net assets, end of period ($ thousands) 18,037 120,592 160,455
-------------------------------------------------------------------------------------
Ratio to average net assets:
Net expenses (%) 0.75(3) 0.75 0.75
-------------------------------------------------------------------------------------
Net investment income (%) 1.00(3) 0.89 0.76
-------------------------------------------------------------------------------------
Expenses without reimbursement (%) 3.28(3) 0.86 0.78
-------------------------------------------------------------------------------------
</TABLE>

(1) The fund commenced operations on 12/31/97.
(2) Not annualized.
(3) Annualized.

<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
J.P. MORGAN U.S. EQUITY FUND

Per-share data For fiscal years ended
-----------------------------------------------------------------------------------------------------------------
5/31/96 5/31/97 5/31/98 5/31/99 5/31/00
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period ($) 19.42 22.15 24.63 25.66 25.09
-----------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income ($) 0.38 0.25 0.18 0.18 0.15
Net realized and unrealized gain
on investment ($) 4.23 4.72 5.92 3.91 0.41
-----------------------------------------------------------------------------------------------------------------
Total from investment operations ($) 4.61 4.97 6.10 4.09 0.56
-----------------------------------------------------------------------------------------------------------------
Less distributions to shareholders from:
Net investment income ($) (0.29) (0.36) (0.23) (0.19) (0.16)
Net realized gains ($) (1.59) (2.13) (4.84) (4.47) (3.78)
-----------------------------------------------------------------------------------------------------------------
Total distributions to shareholders ($) (1.88) (2.49) (5.07) (4.66) (3.94)
-----------------------------------------------------------------------------------------------------------------
Net asset value, end of period ($) 22.15 24.63 25.66 25.09 21.71
-----------------------------------------------------------------------------------------------------------------

Ratios and supplemental data
-----------------------------------------------------------------------------------------------------------------
Total return (%) 25.18 25.00 28.35 18.39 2.20
-----------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ thousands) 330,014 362,603 448,144 440,965 386,689
-----------------------------------------------------------------------------------------------------------------
Ratio to average net assets:
Net expenses (%) 0.81 0.80 0.78 0.79 0.78
-----------------------------------------------------------------------------------------------------------------
Net investment income (%) 1.87 1.13 0.71 0.70 0.59
-----------------------------------------------------------------------------------------------------------------
</TABLE>

21 | FUND DETAILS
<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
J.P. MORGAN U.S. SMALL COMPANY FUND

Per-share data For fiscal periods ended
------------------------------------------------------------------------------------------------------------------
5/31/96 5/31/97 5/31/98 5/31/99 5/31/00

<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period ($) 22.02 26.20 26.04 27.68 21.54
------------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income ($) 0.26 0.18 0.11 0.08 0.00
Net realized and unrealized gain (loss)
on investment ($) 6.96 2.00 5.58 (3.30) 5.58
------------------------------------------------------------------------------------------------------------------
Total from investment operations ($) 7.22 2.18 5.69 (3.22) 5.58
------------------------------------------------------------------------------------------------------------------
Distributions to shareholders from:
Net investment income ($) (0.26) (0.21) (0.14) (0.08) (0.02)
Net realized gain ($) (2.78) (2.13) (3.91) (2.84) --
------------------------------------------------------------------------------------------------------------------
Total distributions to shareholders ($) (3.04) (2.34) (4.05) (2.92) (0.02)
------------------------------------------------------------------------------------------------------------------
Net asset value, end of period ($) 26.20 26.04 27.68 21.54 27.10
------------------------------------------------------------------------------------------------------------------

Ratios and supplemental data
------------------------------------------------------------------------------------------------------------------
Total return (%) 35.48 9.49 23.37 (10.95) 25.90
------------------------------------------------------------------------------------------------------------------
Net assets, end of period ($ thousands) 220,917 237,985 261,804 186,879 284,572
------------------------------------------------------------------------------------------------------------------
Ratio to average net assets:
------------------------------------------------------------------------------------------------------------------
Net expenses (%) 0.90 0.90 0.97 1.02 1.00
------------------------------------------------------------------------------------------------------------------
Net investment income (loss) (%) 1.10 0.71 0.39 0.34 0.05
------------------------------------------------------------------------------------------------------------------
Expenses without reimbursement (%) 1.03 1.03 1.03 1.02 1.00
------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
J.P. MORGAN U.S. SMALL COMPANY OPPORTUNITIES FUND

Per-share data For fiscal periods ended
-------------------------------------------------------------------------------------------
5/31/98(1) 5/31/99 5/31/00
<S> <C> <C> <C>
Net asset value, beginning of period ($) 10.00 12.57 12.17
-------------------------------------------------------------------------------------------
Income from investment operations:
Net investment loss ($) (0.02) (0.01) --
Net realized and unrealized gain (loss)
on investment ($) 2.59 (0.08) 3.73
-------------------------------------------------------------------------------------------
Total from investment operations ($) 2.57 (0.09) 3.73
-------------------------------------------------------------------------------------------
Distributions to shareholders from:
Net realized gain ($) -- (0.31) --
-------------------------------------------------------------------------------------------
Total distributions to shareholders ($) -- (0.31) --
-------------------------------------------------------------------------------------------
Net asset value, end of period ($) 12.57 12.17 15.90
-------------------------------------------------------------------------------------------

Ratios and supplemental data
-------------------------------------------------------------------------------------------
Total return (%) 25.70(2) (0.49) 30.65
-------------------------------------------------------------------------------------------
Net assets, end of period ($ thousands) 188,932 286,082 528,678
-------------------------------------------------------------------------------------------
Ratio to average net assets:
-------------------------------------------------------------------------------------------
Net expenses (%) 1.19(3) 1.07 0.99
-------------------------------------------------------------------------------------------
Net investment loss (%) (0.37)(3) (0.42) (0.47)
-------------------------------------------------------------------------------------------
Expenses without reimbursement (%) 1.25 1.07 0.99
-------------------------------------------------------------------------------------------
</TABLE>

(1) The fund commenced operations on 6/16/97.
(2) Not annualized.
(3) Annualized.

FUND DETAILS | 22

<PAGE>

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
J.P. MORGAN TAX AWARE U.S. EQUITY FUND

Per-share data For fiscal periods ended
--------------------------------------------------------------------------------------------------------
For the six
months ended
4/30/00
10/31/97(1) 10/31/98 10/31/99 (unaudited)
<S> <C> <C> <C> <C>
Net asset value, beginning of period ($) 10.00 12.57 15.19 18.73
--------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income ($) 0.06 0.08 0.10 0.03
Net realized and unrealized gain
on investment ($) 2.52 2.65 3.55 1.49
--------------------------------------------------------------------------------------------------------
Total from investment operations ($) 2.58 2.73 3.65 1.52
--------------------------------------------------------------------------------------------------------
Less distributions to shareholders from:
Net investment income ($) (0.01) (0.11) (0.11) (0.04)
--------------------------------------------------------------------------------------------------------
Net asset value, end of period ($) 12.57 15.19 18.73 20.21
--------------------------------------------------------------------------------------------------------

Ratios and supplemental data
--------------------------------------------------------------------------------------------------------
Total return (%) 25.83(2) 21.81 24.05 8.14(2)
--------------------------------------------------------------------------------------------------------
Net assets, end of period ($ thousands) 25,649 76,924 163,075 206,888
--------------------------------------------------------------------------------------------------------
Ratio to average net assets:
--------------------------------------------------------------------------------------------------------
Net expenses (%) 0.85(3) 0.85 0.85 0.85(3)
--------------------------------------------------------------------------------------------------------
Net investment income (%) 0.70(3) 0.63 0.58 0.41(3)
--------------------------------------------------------------------------------------------------------
Expenses without reimbursement (%) 2.16(3) 1.09 0.90 0.86(3)
--------------------------------------------------------------------------------------------------------
Portfolio turnover rate (%) 23 44 29 8
--------------------------------------------------------------------------------------------------------
</TABLE>

(1) The fund commenced operations on 12/18/96.
(2) Not annualized.
(3) Annualized.

23 | FUND DETAILS

<PAGE>

FOR MORE INFORMATION

For investors who want more information on these funds, the following documents
are available free upon request:

Annual/Semi-annual Reports Contain financial statements, performance data,
information on portfolio holdings, and a written analysis of market conditions
and fund performance for a fund's most recently completed fiscal year or
half-year.

Statement of Additional Information (SAI) Provides a fuller technical and legal
description of a fund's policies, investment restrictions, and business
structure. This prospectus incorporates each fund's SAI by reference.

Copies of the current versions of these documents, along with other information
about the funds, may be obtained by contacting:

J.P. Morgan Funds
J.P. Morgan Funds Services
522 Fifth Avenue
New York, NY 10036

Telephone: 1-800-521-5411

Hearing impaired: 1-888-468-4015

Email: [email protected]

Text-only versions of these documents and this prospectus are available, upon
payment of a duplicating fee, from the Public Reference Room of the Securities
and Exchange Commission in Washington, D.C. (1-202-942-8090) and may be viewed
on-screen or downloaded from the SEC's Internet site at http://www.sec.gov. Each
fund's investment company and 1933 Act registration numbers are:

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
J.P. Morgan Disciplined Equity Fund ..........................811-07340 and 033-54632
J.P. Morgan U.S. Equity Fund .................................811-07340 and 033-54632
J.P. Morgan U.S. Small Company Fund ..........................811-07340 and 033-54632
J.P. Morgan U.S. Small Company Opportunities Fund ............811-07340 and 033-54632
J.P. Morgan Tax Aware U.S. Equity Fund .......................811-07795 and 333-11125
</TABLE>

J.P. MORGAN FUNDS AND
THE MORGAN TRADITION
The J.P. Morgan Funds combine a heritage of integrity and financial leadership
with comprehensive, sophisticated analysis and management techniques. Drawing on
J.P. Morgan's extensive experience and depth as an investment manager, the J.P.
Morgan Funds offer a broad array of distinctive opportunities for mutual fund
investors.

JPMorgan
--------------------------------------------------------------------------------
J.P. Morgan Funds

Advisor Distributor
J.P. Morgan Investment Management Inc. Funds Distributor, Inc.
522 fifth Avenue 60 State Street
New York, NY 10036 Boston, MA 021109
1-800-521-5411 1-800-221-7930

IMPR08 10/00