JPM ADVISOR FUNDS, 485BPOS, 1996-05-01

JPM ADVISOR FUNDS
485BPOS, 1996-05-01

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As filed with the Securities and Exchange Commission on May 1, 1996
Registration Nos. 33-84798; 811-8794

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 5

AND

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 7

THE JPM ADVISOR FUNDS
(Exact Name of Registrant as Specified in Charter)

6 St. James Avenue
Boston, Massachusetts 02116
(Address of Principal Executive Offices)

Registrant's Telephone Number, including Area Code: (617) 423-0800

Philip W. Coolidge
6 St. James Avenue, Boston, Massachusetts 02116
(Name and Address of Agent for Service)

Copy to:
Stephen K. West, Esq.
Sullivan & Cromwell
125 Broad Street, New York, New York 10004

It is proposed that this filing will become effective (check appropriate box):

[X] Immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(i)
[ ] on (date) pursuant to paragraph (a)(i)
[ ] 75 days after filing pursuant to paragraph (a)(ii)
[ ] on (date) pursuant to paragraph (a)(ii) of rule 485.

If appropriate, check the following box:

[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

The Registrant has previously registered an indefinite number of its
shares under the Securities Act of 1933, as amended, pursuant to Rule 24f-2
under the Investment Company Act of 1940, as amended. The Registrant has not
filed Rule 24f-2 notices with respect to The JPM Advisor U.S. Fixed Income Fund
(for the Fiscal Year ended October 31, 1995), The JPM Advisor International
Fixed Income Fund (for the Fiscal Year ended September 30, 1995), The JPM
Advisor U.S. Equity Fund (for the Fiscal Year ended May 31, 1995), The JPM
Advisor U.S. Small Cap Equity Fund (for the Fiscal Year ended May 31, 1995), The
JPM Advisor International Equity Fund (for the Fiscal Year ended October 31,
1995), The JPM Advisor Emerging Markets Equity Fund (for the Fiscal Year ended
October 31 1995), The JPM Advisor Japan Equity Fund, The JPM Advisor European
Equity Fund and The JPM Advisor Asia Growth Fund (for their fiscal years ended
December 31, 1995) because the Registrant has not sold any securities to the
public with respect to those series during the fiscal years indicated. The
Registrant expects to file Rule 24f-2 notices with respect to its series as
follows: The JPM Advisor U.S. Equity Fund and The JPM Advisor U.S. Small Cap
Equity Fund (for their fiscal years ending May 31, 1996) on or before July 30,
1996; The JPM Advisor Diversified Fund (for its fiscal year ending June 30,
1996) on or before August 30, 1996; The JPM Advisor International Fixed Income
Fund (for its fiscal year ending September 30, 1996) on or before November 30,
1996; The JPM Advisor U.S. Fixed Income Fund, The JPM Advisor International
Equity Fund and The JPM Advisor Emerging Markets Equity Fund (for their fiscal
years ending October 31, 1996) or or before December 30, 1996; and, The JPM
Advisor Japan Equity Fund, The JPM Advisor European Equity Fund and The JPM
Advisor Asia Growth Fund (for their fiscal years ending December 31, 1996) on or
before February 28, 1997.

The U.S. Fixed Income Portfolio, The Non-U.S. Fixed Income Portfolio,
The Selected U.S. Equity Portfolio, The U.S. Small Company Portfolio, The
Non-U.S. Equity Portfolio, The Emerging Markets Equity Portfolio and The Series
Portfolio have also executed this Registration Statement.

JPM584.EDG

<PAGE>
THE JPM ADVISOR FUNDS
CROSS-REFERENCE SHEET
(As Required by Rule 495)

PART A ITEM NO.: Prospectus Headings.

1. COVER PAGE: Cover Page.

2. SYNOPSIS: Investors for Whom the Fund is Designed.

3. CONDENSED FINANCIAL INFORMATION: Not applicable.

4. GENERAL DESCRIPTION OF REGISTRANT: Cover Page; Investors for Whom the
Fund is Designed; Investment Objective and Policies; Risk Factors and
Additional Investment Information; Investment Restrictions; Special
Information Concerning Hub and Spoke(R); Organization; Appendix.

5. MANAGEMENT OF THE FUND: Management of the Trust and the Portfolio;
Shareholder Transactions; Additional Information.

5A. MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE: Financial Highlights, if
applicable.

6. CAPITAL STOCK AND OTHER SECURITIES: Special Information Concerning Hub
and Spoke(R); Shareholder Transactions; Net Asset Value; Purchase of
Shares; Taxes; Dividends and Distributions; Organization.

7. PURCHASE OF SECURITIES BEING OFFERED: Purchase of Shares; Exchange of
Shares; Investors for Whom the Fund is Designed; Dividends and
Distributions; Net Asset Value.

8. REDEMPTION OR REPURCHASE: Redemption of Shares; Exchange of Shares; Net
Asset Value.

9. PENDING LEGAL PROCEEDINGS: Not applicable.

PART B ITEM NO.: Statement of Additional Information Headings.

10. COVER PAGE: Cover Page.

11. TABLE OF CONTENTS: Table of Contents.

12. GENERAL INFORMATION AND HISTORY: General.

13. INVESTMENT OBJECTIVES AND POLICIES: Investment Objectives and Policies;
Additional Investments; Investment Restrictions; Quality and
Diversification Requirements; Appendices A and B.

14. MANAGEMENT OF THE FUND: Trustees and Officers.

15. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES: Description of
Shares.

16. INVESTMENT ADVISORY AND OTHER SERVICES: Investment Advisor;
Administrator and Distributor; Services Agent; Custodian; Independent
Accountants; Expenses.

17. BROKERAGE ALLOCATION AND OTHER PRACTICES: Portfolio Transactions.

18. CAPITAL STOCK AND OTHER SECURITIES: Massachusetts Trust; Description of
Shares.

19. PURCHASE, REDEMPTION AND PRICING OF SECURITIES BEING OFFERED: Net Asset
Value; Purchase of Shares; Redemption of Shares; Exchange of Shares;
Dividends and Distributions.

20. TAX STATUS: Taxes.

21. UNDERWRITERS: Administrator and Distributor.

22. CALCULATION OF PERFORMANCE DATA: Performance Data.

23. FINANCIAL STATEMENTS: Financial Statements.

PART C

Information required to be included in Part C is set forth under the
appropriately numbered items included in Part C of this registration statement.
<PAGE>

EXPLANATORY NOTE

This post-effective amendment no. 5 (the "Amendment") to the Registrant's
registration statement on Form N-1A (File no. 33-84798) is being filed with
respect to The JPM Advisor Japan Equity Fund, The JPM Advisor European Equity
Fund and The JPM Advisor Asia Growth Fund, each a series of shares of the
Registrant (the "Funds"), to include updated financial and other disclosure in
(i) the Statement of Additional Information and (ii) the supplements to the
prospectuses which describe the Funds. As a result, the Amendment does not
affect any of the Registrant's currently effective prospectuses, each of which
is hereby incorporated herein by reference as most recently filed pursuant to
Rule 497 under the Securities Act of 1933, as amended.

<PAGE>

PROSPECTUS SUPPLEMENT DATED MAY 1, 1996, TO THE FOLLOWING PROSPECTUSES
(SUPERSEDES SUPPLEMENT DATED DECEMBER 29, 1995):

The JPM Advisor European Equity Fund, formerly dated March 31, 1995
The JPM Advisor Japan Equity Fund, formerly dated March 31, 1995
The JPM Advisor Asia Growth Fund, formerly dated August 28, 1995

1. The date of each prospectus listed above is amended to May 1, 1996.

2. Effective December 29, 1995, the Fund's corresponding Portfolio has
agreed to pay Morgan Guaranty Trust Company of New York ("Morgan") for certain
administrative services under an Administrative Services Agreement, as described
below, in addition to the fees Morgan receives as services agent for the Fund
and as advisor to the Portfolio. At the same time, the fees payable to Signature
Broker-Dealer Services, Inc. ("SBDS"), the administrator of the Fund and
Portfolio were changed. The anticipated effect of these fee changes on the
expense ratio of the Fund is not significant. The paragraph below the table
captioned "Example" at page 2 of each Prospectus listed above is restated as
follows:

"The above expense table is designed to assist investors in
understanding the various direct and indirect costs and expenses that investors
in the Fund bear. The fees and expenses included in Other Expenses are the fees
paid to Morgan under the Portfolio's Administrative Services Agreement and the
Trust's Services Agreement, the fees paid to Pierpont Group, Inc. under the
Portfolio Fund Services Agreement, the fees paid to SBDS under the Portfolio's
Administration Agreement, organizational expenses, the fees paid to State Street
Bank and Trust Company as custodian of the Portfolio and other usual and
customary expenses of the Portfolio. For a more detailed description of
contractual fee arrangements, including expense reimbursements, see "Management
of the Trust and Portfolio." In connection with the above example, please note
that $1,000 is less than the Fund's minimum investment requirement and that
there are no redemption or exchange fees of any kind. See "Purchase of Shares"
and "Redemption of Shares." THE EXAMPLE IS HYPOTHETICAL; IT IS SOLELY FOR
ILLUSTRATIVE PURPOSES. IT SHOULD NOT BE CONSIDERED A REPRESENTATION OF FUTURE
PERFORMANCE; ACTUAL EXPENSES MAY BE MORE OR LESS THAN THOSE SHOWN."

3. The second paragraph under the subheading captioned "Investing in
Japan" on page 5 of the Prospectus for The JPM Advisor Japan Equity Fund is
restated as follows:

"Despite recent increases, prices for exchange-listed and OTC stocks of
Japanese companies are currently depressed in comparison to their historical
peaks in 1989 and 1990. Nevertheless, Japanese stocks continue to trade at high
price earnings ratios relative to stocks of U.S. companies. In addition,
differences in accounting methods make it difficult to compare the earnings of
Japanese companies with those of U.S. companies. Because most of the Portfolio's
investments are denominated in yen, changes in currency exchange rates will
affect the U.S. dollar value of the Portfolio's assets. The Japanese economy has
experienced a substantial reduction in its rate of growth. Economic growth and
the prices of Japanese stocks could be adversely affected by a reversal of
Japan's historical success in exporting its products and maintaining low
inflation and interest rates. Recent political instability and any resulting
delay in implementing regulatory reforms could also have a negative effect on
Japanese stock prices. For additional information, see "Appendix C--Investing in
Japan and Asian Growth Markets--Japan and its Securities Markets in the
Statement of Additional Information"."

4. The three paragraphs under the subheading captioned "Investing in
Asian Growth Markets" on page 5 of the Prospectus for The JPM Advisor Asia
Growth Fund are restated as follows:

"The Portfolio invests primarily in equity securities of companies in
Asian growth markets. Investments in securities of issuers in Asian growth
markets may involve a high degree of risk and many may be considered
speculative. These investments carry all of the risks of investing in securities
of foreign issuers described below to a heightened degree. These heightened
risks include (i) greater risks of expropriation, confiscatory taxation,
nationalization, and less social, political and economic stability; (ii) the
small current size of the markets for securities of Asian issuers and the
currently low or nonexistent volume of trading, resulting in lack of liquidity
and in price volatility; (iii) certain national policies which may restrict the
Portfolio's investment opportunities including restrictions on

<PAGE>

investing in issuers or industries deemed sensitive to relevant national
interests; and (iv) the absence of developed legal structures governing private
or foreign investment and private property.

Different combinations of the above risks exist in each Asian growth
market. For example, the People's Republic of China (the "PRC") continues to
exercise significant centralized control over the economy. A delay in
implementing, or a reversal of, economic reforms could adversely affect economic
growth, opportunities for foreign investment and the prospects of private sector
enterprises. Actions by the PRC with respect to Hong Kong, both before and after
the reversion to Chinese rule, could have a negative effect on business
confidence, the performance of Hong Kong companies and the prices of Hong Kong
stocks.

The value of the Portfolio's investments could also be unfavorably
affected by limitations on the foreign ownership of stock imposed by Indonesia,
Malaysia, Thailand and Taiwan; by substantial delays in the settlement (through
physical delivery) of stock transactions in India; and Thailand's border
disputes with Laos and Cambodia. In addition, all of these countries have
experienced or may experience a significant degree of political instability and
volatility in the prices of their respective currencies. For additional
information, see "Appendix C--Investing in Japan and Asian Growth Markets in the
Statement of Additional Information"."

5. The following restates the last paragraph under the caption
"Management of the Trust and the Portfolio-- Advisor" in each Prospectus listed
above:

"Under separate agreements, Morgan provides certain financial, fund
accounting and administrative services to the Fund and the Portfolio and
shareholder services to Fund shareholders. See "Services Agent" below.
INVESTMENTS IN THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, MORGAN OR ANY OTHER BANK."

6. The following restates the discussion under the caption "Management
of the Trust and the Portfolio-- Services Agent" in each Prospectus listed above
as applicable to the Fund described in such Prospectus:

"SERVICES AGENT. Under a Services Agreement with the Trust and an
Administrative Services Agreement with the Portfolio, Morgan is responsible for
certain financial, fund accounting and administrative services provided to the
Fund and the Portfolio, respectively, including services related to Portfolio
and Fund tax returns, Portfolio and Fund financial reports, computing Fund
dividends and net asset value per share, keeping the Fund's books of account and
providing shareholder services to shareholders of the Fund.

In addition, as provided in the Trust's Services Agreement, Morgan is
responsible for the annual costs of certain usual and customary expenses
incurred by the Fund (the "expense undertaking"). The expenses covered by the
expense undertaking include, but are not limited to, transfer, registrar, and
dividend disbursing costs, legal and accounting expenses, fees of the
Administrator for services to the Trust, insurance, the compensation and
expenses of the Trust's Trustees, the expenses of printing and mailing reports,
notices and proxies to Fund shareholders, and registration fees under federal or
state securities laws. The Fund will pay these expenses directly and such
amounts will be deducted from the fees to be paid to Morgan under the agreement.
If such amounts are more than the amount of Morgan's fees under the agreement,
Morgan will reimburse the Fund for such excess amounts. Under the agreement, the
following expenses are not included in the expense undertaking: the services
agent fee, organization expenses and extraordinary expenses.

The Trust's Services Agreement provides for the Fund to pay Morgan a
fee for these services, which is computed daily and may be paid monthly, equal
on an annual basis to the following:

FUND FEE

The JPM Advisor European Equity Fund 0.75% of average daily net assets
The JPM Advisor Japan Equity Fund 0.75% of average daily net assets
The JPM Advisor Asia Growth Fund 0.75% of average daily net assets

As noted above, the fee levels of the Fund are expense undertakings and
reflect payments made directly to third parties by the Fund for services
<PAGE>
rendered, as well as payments to Morgan for services rendered. The Trustees of
the Trust regularly review amounts paid to and accounted for by Morgan pursuant
to the Trust's Services Agreement. See "Expenses" below.

Under the Portfolio's Administrative Services Agreement effective
December 29, 1995, the Portfolio has agreed to pay to Morgan a fee equal to its
proportionate share of an annual complex-wide charge. This charge is calculated
daily based on the aggregate net assets of the Portfolio and the other
portfolios (collectively the "Master Portfolios") in which series of the Trust,
The Pierpont Funds or The JPM Institutional Funds invest. This charge is
calculated in accordance with the following annual schedule: 0.06% on the first
$7 billion of the Master Portfolios' aggregate average daily net assets and
0.03% of the Master Portfolios' aggregate average daily net assets in excess of
$7 billion. The portion of this charge payable by the Portfolio is determined by
the proportionate share that its net assets bear to the total of the net assets
of the Trust, The Pierpont Funds, The JPM Institutional Funds, the Master
Portfolios and other investors in the Master Portfolios for which Morgan
provides similar services.

Under these the agreements, Morgan may delegate one or more of its
responsibilities to other entities, including SBDS, at Morgan's expense.

7. The following restates the second and third paragraphs under the
caption "Management of the Trust and the Portfolio--Administrator and
Distributor" in each Prospectus listed above, and the last sentence of the first
paragraph under such caption is deleted from each Prospectus:

"Under the terms of the Trust's Services Agreement with Morgan, the
fees of the Administrator for its services to the Trust are covered by Morgan's
expense undertaking described under "Services Agent" above.

Under the Trust's and the Portfolio's Administration Agreements with
SBDS, each of the Fund and the Portfolio has agreed to pay to SBDS a fee equal
to its proportionate share of an annual complex-wide charge. This charge is
calculated daily based on the aggregate net assets of the Master Portfolios.
This charge is calculated in accordance with the following annual schedule:
0.03% on the first $7 billion of the Master Portfolios' aggregate average daily
net assets and 0.01% of the Master Portfolios' aggregate average daily net
assets in excess of $7 billion. The portion of this charge payable by the Fund
or Portfolio is determined by the proportionate share that its net assets bear
to the total of the net assets of the Trust, The Pierpont Funds, The JPM
Institutional Funds and the Master Portfolios."

8. The following restates the entire discussion under the caption
"Management of the Trust and the Portfolio-- Expenses" in each Prospectus listed
above as applicable to the Fund described in such Prospectus:

"EXPENSES. In addition to the fees payable to Morgan, SBDS and Pierpont
Group, Inc. under the various agreements discussed under "Trustees", "Advisor",
"Administrator and Distributor" and "Services Agent" above, the Portfolio is
responsible for usual and customary expenses associated with its operations.
Such expenses include organization expenses, legal fees, accounting expenses,
insurance costs, the compensation and expenses of the Portfolio's Trustees,
registration fees under federal and foreign securities laws, custodian fees,
brokerage expenses and extraordinary expenses applicable to the Portfolio.

In addition to the expenses of the Fund that Morgan assumes under the
Trust's Services Agreement, Morgan has agreed that it will reimburse the Fund
through at least the indicated date to the extent necessary to maintain the
Fund's total annual operating expenses (which includes expenses of the Fund and
the Portfolio) at the following percentage of the Fund's average daily net
assets:

The JPM Advisor European Equity Fund 1.70% December 31, 1996
The JPM Advisor Japan Equity Fund 1.70% December 31, 1996
The JPM Advisor Asia Growth Fund 1.85% December 31, 1996

This limit does not cover extraordinary expenses during the period.
These is no assurance that Morgan will continue this waiver beyond the specified
period, except as required by the following sentence. Morgan has agreed to waive
fees as necessary if in any fiscal year the sum of the Fund's expenses exceeds
the limits set by applicable regulations of state securities commissions. Such
annual limits are currently 2.5% of the first $30 million of average net
<PAGE>
assets, 2% of the next $70 million of such net assets and 1.5% of such net
assets in excess of $100 million for any fiscal year."

JPM574

<PAGE>

JPM573

THE JPM ADVISOR FUNDS

THE JPM ADVISOR U.S. FIXED INCOME FUND
THE JPM ADVISOR INTERNATIONAL FIXED INCOME FUND
THE JPM ADVISOR U.S. EQUITY FUND
THE JPM ADVISOR U.S. SMALL CAP EQUITY FUND
THE JPM ADVISOR INTERNATIONAL EQUITY FUND
THE JPM ADVISOR EMERGING MARKETS EQUITY FUND
THE JPM ADVISOR ASIA GROWTH FUND
THE JPM ADVISOR EUROPEAN EQUITY FUND
THE JPM ADVISOR JAPAN EQUITY FUND

STATEMENT OF ADDITIONAL INFORMATION

May 1, 1996

THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS, BUT CONTAINS
ADDITIONAL INFORMATION, WHICH SHOULD BE READ IN CONJUNCTION WITH THE PROSPECTUS
FOR THE FUND OR FUNDS LISTED ABOVE AS SUPPLEMENTED FROM TIME TO TIME, WHICH MAY
BE OBTAINED UPON REQUEST FROM SIGNATURE BROKER-DEALER SERVICES, INC., ATTENTION:
THE JPM ADVISOR FUNDS (800) 847-9487.

<PAGE>

Table of Contents

PAGE

General . . . . . . . . . . . . . . . . . . . 1
Investment Objectives and Policies . . . . . . 1
Investment Restrictions . . . . . . . . . . . 29
Trustees and Officers . . . . . . . . . . . . 39
Investment Advisor . . . . . . . . . . . . . . 44
Administrator and Distributor . . . . . . . . 49
Services Agent . . . . . . . . . . . . . . . . 51
Custodian . . . . . . . . . . . . . . . . . . 54
Independent Accountants . . . . . . . . . . . 54
Expenses . . . . . . . . . . . . . . . . . . . 55
Purchase of Shares . . . . . . . . . . . . . . 55
Redemption of Shares . . . . . . . . . . . . . 56
Exchange of Shares . . . . . . . . . . . . . . 56
Dividends and Distributions . . . . . . . . . 57
Net Asset Value . . . . . . . . . . . . . . . 57
Performance Data . . . . . . . . . . . . . . . 59
Portfolio Transactions . . . . . . . . . . . . 61
Massachusetts Trust . . . . . . . . . . . . . 63
Description of Shares . . . . . . . . . . . . 64
Taxes . . . . . . . . . . . . . . . . . . . . 67
Additional Information . . . . . . . . . . . 72
Financial Statements . . . . . . . . . . . . . 73
Appendix A - Description of Securities Ratings A-1
Appendix B - Investing in Japan

and Asian Growth Markets. . . . . . . . . . . B-1

<PAGE>

GENERAL

The JPM Advisor Funds is a family of open-end investment companies,
currently consisting of nine funds: The JPM Advisor U.S. Fixed Income Fund, The
JPM Advisor International Fixed Income Fund, The JPM Advisor U.S. Equity Fund,
The JPM Advisor U.S. Small Cap Equity Fund, The JPM Advisor International Equity
Fund, The JPM Advisor Emerging Markets Equity Fund, The JPM Advisor Asia Growth
Fund, The JPM Advisor European Equity Fund and The JPM Advisor Japan Equity Fund
(collectively, the "Funds"). Each of the Funds is a series of shares of
beneficial interest of The JPM Advisor Funds, an open-end management investment
company formed as a Massachusetts business trust (the "Trust"). As of the date
of this Statement of Additional Information, the U.S. Fixed Income Fund, had not
commenced public investment operations.

This Statement of Additional Information describes the investment
objectives and policies, management and operation of each of the Funds to enable
investors to select the Funds which best suit their needs. The Funds operate
through Signature Financial Group, Inc.'s Hub and Spoke(R) investment fund
structure.

This Statement of Additional Information provides additional
information with respect to the Funds and should be read in conjunction with the
current Prospectuses. Capitalized terms not otherwise defined herein have the
meanings accorded to them in the Funds' Prospectuses. The Funds' executive
offices are located at 6 St. James Avenue, Boston, Massachusetts 02116.

INVESTMENT OBJECTIVES AND POLICIES

THE JPM ADVISOR U.S. FIXED INCOME FUND (the "U.S. Fixed Income Fund")
is designed to be an economical and convenient means of making substantial
investments in a broad range of corporate and government debt obligations and
related investments of domestic and foreign issuers, subject to certain quality
and other restrictions. See "Quality and Diversification Requirements." The U.S.
Fixed Income Fund's investment objective is to provide a high total return
consistent with moderate risk of capital and maintenance of liquidity. Although
the net asset value of the U.S. Fixed Income Fund will fluctuate, the U.S. Fixed
Income Fund attempts to conserve the value of its investments to the extent
consistent with its objective. The U.S. Fixed Income Fund attempts to achieve
its objective by investing all of its investable assets in The U.S. Fixed Income
Portfolio (the "U.S. Fixed Income Portfolio"), a diversified open-end management
investment company having the same investment objective as the U.S. Fixed Income
Fund.

The U.S. Fixed Income Portfolio attempts to achieve its investment
objective by investing primarily in high grade corporate and government debt
obligations and related securities

<PAGE>

of domestic and foreign issuers described in the Prospectus and this Statement
of Additional Information.

INVESTMENT PROCESS

Duration/yield curve management: Morgan's duration decision begins with
an analysis of real yields, which its research indicates are generally a
reliable indicator of longer term interest rate trends. Other factors Morgan
studies with regard to interest rates include economic growth and inflation,
capital flows and monetary policy. Based on this analysis, Morgan forms a view
of the most likely changes in the level and shape of the yield curve -- as well
as the timing of those changes -- and sets the Portfolio's duration and maturity
structure accordingly. To help contain interest rate risk, Morgan typically
limits the overall duration of the Portfolio to a range between one year shorter
and one year longer than that of the Salomon Brothers Broad Investment Grade
Bond Index, the benchmark index.

Sector allocations: Sector allocations are driven by Morgan's
fundamental and quantitative analysis of the relative valuation of a broad array
of fixed income sectors. Specifically, Morgan utilizes market and credit
analysts to assess whether the current risk-adjusted yield spreads of various
sectors are likely to widen or narrow. Morgan then overweights (underweights)
those sectors its analysis indicates offer the most (least) relative value,
basing the speed and magnitude of these shifts on valuation considerations.

Security selection: Securities are selected by the portfolio manager,
with substantial input from Morgan's fixed income analysis and traders. Using
quantitative analysis as well as traditional valuation methods, Morgan's
applied-research analysts aim to optimize security selection within the bounds
of the Portfolio's investment objective. In addition, credit analysts --
supported by Morgan's equity analysts -- assess the creditworthiness of issuers
and counterparties. A dedicated trading desk contributes to security selection
by tracking new issuance, monitoring dealer inventories, and identifying
attractively priced bonds. The traders also handle all transactions for the
Portfolio.

THE JPM ADVISOR INTERNATIONAL FIXED INCOME FUND (the "International
Fixed Income Fund") is designed to be an economical and convenient means of
making substantial investments in a broad range of international fixed income
securities. The International Fixed Income Fund's investment objective is to
provide a high total return, consistent with moderate risk of capital, from a
portfolio of international fixed income securities. The International Fixed
Income Fund attempts to achieve its objective by investing all of its investable
assets in The Non-U.S. Fixed Income Portfolio (the "Non-U.S. Fixed Income
Portfolio"), a non-diversified open-end management investment company having the
same investment objective as the International Fixed Income Fund.

<PAGE>

The Non-U.S. Fixed Income Portfolio attempts to achieve its investment
objective by investing primarily in high grade, non-dollar-denominated corporate
and government debt obligations of foreign issuers described in the Prospectus
and this Statement of Additional Information.

INVESTMENT PROCESS

Duration management: The duration decision is central to Morgan's
investment process and begins with an analysis of economic conditions and real
yields in the countries that make up the Portfolio's universe. Based on this
analysis, fixed income portfolio managers forecast three potential paths
(optimistic, pessimistic, and most likely) that interest rates in each market
could follow over the next three and twelve months. These forecasts are
converted into return curves that enable Morgan to estimate the risk-return
profile of different portfolio durations. In each market, duration is set at its
"optimal" level-that is, at the level that Morgan believes will generate the
highest excess return per unit of excess risk, as measured against the Salomon
Brothers World Government Bond Index.

Country allocation: Morgan allocates the Portfolio's assets primarily
among the developed countries of the world outside the United States. Country
allocations are determined through and optimization procedure that ranks markets
according to the risks and returns inherent in their "optimal" durations.
Country weightings also reflect liquidity and credit quality considerations. To
help contain risk, Morgan typically limits the country-weighted duration of the
Portfolio to a range between one year shorter and one year longer than that of
the benchmark.

Sector/security selection: Holdings primarily consist of government and
government-guaranteed bonds, but also include publicly and privately traded
corporates, debt obligations of banks and bank holding companies and of
supranational organizations, and convertible securities. Sectors are over- or
under-weighted when Morgan perceives significant valuation distortions in their
yield spreads. Securities are selected by the portfolio manager, with
substantial input from fixed income analysts and traders as well as from
Morgan's extended network of equity analysts. Credit analysts monitor the
quality of current and prospective holdings and, in conjunction with the credit
committee, recommend purchases and sales.

THE JPM ADVISOR U.S. EQUITY FUND (the "U.S. Equity Fund") is designed
for investors who want an actively managed portfolio of selected equity
securities that seeks to outperform the S&P 500 Index. The U.S. Equity Fund's
investment objective is to provide a high total return from a portfolio of
selected equity securities. The Fund attempts to achieve its investment
objective by investing all of its investable assets in The

<PAGE>

Selected U.S. Equity Portfolio (the "Selected U.S. Equity Portfolio"), a
diversified open-end management investment company having the same investment
objective as the U.S. Equity Fund.

In normal circumstances, at least 65% of the Selected U.S. Equity
Portfolio's net assets will be invested in equity securities consisting of
common stocks and other securities with equity characteristics comprised of
preferred stock, warrants, rights, convertible securities, trust certificates,
limited partnership interests and equity participations (collectively, "Equity
Securities"). The Selected U.S. Equity Portfolio's primary equity investments
are the common stock of large and medium-sized U.S. corporations and, to a
limited extent, similar securities of foreign corporations.

INVESTMENT PROCESS

Fundamental research: Morgan's 20 domestic equity analysts, each an
industry specialist with an average of 13 years of experience, follow 700
predominantly large- and medium-sized U.S. companies -- 500 of which form the
universe for the Portfolio's investments. Their research goal is to forecast
normalized, longer term earnings and dividends for the most attractive companies
among those they cover. In doing this, they may work in concert with Morgan's
international equity analysts in order to gain a broader perspective for
evaluating industries and companies in today's global economy.

Systematic valuation: The analysts' forecasts are converted into
comparable expected returns by a dividend discount model, which calculates those
expected returns by comparing a company's current stock price with the "fair
value" price forecasted by its estimated long-term earnings power. Within each
sector, companies are ranked by their expected return and grouped into
quintiles; those with the highest expected returns (Quintile 1) are deemed the
most undervalued relative to their long-term earnings power, while those with
the lowest expected returns (Quintile 5) are deemed the most overvalued.

Disciplined portfolio construction: A diversified portfolio is
constructed using disciplined buy and sell rules. Purchases are concentrated
among first-quintile stocks; the specific names selected reflect the portfolio
manager's judgment concerning the soundness of the underlying forecasts, the
likelihood that the perceived misvaluation will be corrected within a reasonable
time frame, and the magnitude of the risks versus the rewards. Once a stock
falls into the third quintile -- because its price has risen or its fundamentals
have deteriorated -- it generally becomes a sale candidate. The portfolio
manager seeks to hold sector weightings close to those of the S&P 500 Index,
reflecting Morgan's belief that its research has the potential to add value at
the individual stock level, but not at the sector level. Sector neutrality is
also seen as a way to help to protect the portfolio from macroeconomic risks,
and --together with diversification -- represents an important element of
Morgan's

<PAGE>

risk control strategy. Morgan's dedicated trading desk handles all
transactions for the Portfolio.

THE JPM ADVISOR U.S. SMALL CAP EQUITY FUND (the "U.S. Small Cap Equity
Fund") is designed for investors who are willing to assume the somewhat higher
risk of investing in small companies in order to seek a higher return over time
than might be expected from a portfolio of stocks of large companies. The U.S.
Small Cap Equity Fund's investment objective is to provide a high total return
from a portfolio of Equity Securities of small companies. The Fund attempts to
achieve its investment objective by investing all of its investable assets in
The U.S. Small Company Portfolio (the "U.S. Small Company Portfolio"), a
diversified open-end management investment company having the same investment
objective as the U.S. Small Cap Equity Fund.

The U.S. Small Company Portfolio attempts to achieve its investment
objective by investing primarily in the common stock of small U.S. companies
included in the Russell 2500 Index, which is composed of 2,500 common stocks of
U.S. companies with market capitalizations ranging between $100 million and $1.5
billion.

INVESTMENT PROCESS

Fundamental research: Morgan's 20 domestic equity analysts -- each an
industry specialist with an average of 13 years of experience -- continuously
monitor the small cap stocks in their respective sectors with the aim of
identifying companies that exhibit superior financial strength and operating
returns. Meetings with management and on-site visits play a key role in shaping
their assessments. Their research goal is to forecast normalized, long-term
earnings and dividends for the most attractive small cap companies among those
they monitor -- a universe that generally contains a total of 300-350 names.
Because Morgan's analysts follow both the larger and smaller companies in their
industries -- in essence, covering their industries from top to bottom -- they
are able to bring broad perspective to the research they do on both.

Systematic valuation: The analysts' forecasts are converted into
comparable expected returns by Morgan's dividend discount model, which
calculates those returns by comparing a company's current stock price with the
"fair value" price forecasted by its estimated long-term earnings power. Within
each industry, companies are ranked by their expected returns and grouped into
quintiles; those with the highest expected returns (Quintile 1) are deemed the
most undervalued relative to their long-term earnings power, while those with
the lowest expected returns (Quintile 5) are deemed the most overvalued.

Disciplined portfolio construction: A diversified portfolio is
constructed using disciplined buy and sell rules. Purchases are concentrated
among the stocks in the top two quintiles of the rankings; the specific names
selected reflect the portfolio

<PAGE>

manager's judgment concerning the soundness of the underlying forecasts, the
likelihood that the perceived misevaluation will soon be corrected, and the
magnitude of the risks versus the rewards. Once a stock falls into the third
quintile -- because its price has risen or its fundamentals have deteriorated --
it generally becomes a sale candidate. The portfolio manager seeks to hold
sector weightings close to those of the Russell 2500 Index, the Portfolio's
benchmark, reflecting Morgan's belief that its research has the potential to add
value at the individual stock level, but not at the sector level. Sector
neutrality is also seen as a way to help to protect the portfolio from
macroeconomic risks, and -- together with diversification -- represents an
important element of Morgan's risk control strategy.

THE JPM ADVISOR INTERNATIONAL EQUITY FUND (the "International Equity
Fund") is designed for investors with a long-term investment horizon who want to
diversify their portfolios by investing in an actively managed portfolio of
non-U.S. securities that seeks to outperform the Morgan Stanley Capital
International ("MSCI") Europe, Australia and Far East Index (the "EAFE Index").
The International Equity Fund's investment objective is to provide a high total
return from a portfolio of Equity Securities of foreign corporations. The Fund
attempts to achieve its investment objective by investing all of its investable
assets in The Non-U.S. Equity Portfolio (the "Non-U.S. Equity Portfolio"), a
diversified open-end management investment company having the same investment
objective as the International Equity Fund.

The Non-U.S. Equity Portfolio seeks to achieve its investment objective
by investing primarily in the Equity Securities of foreign corporations. Under
normal circumstances, the Non-U.S. Equity Portfolio expects to invest at least
65% of its total assets in such securities. The Non-U.S. Equity Portfolio does
not intend to invest in U.S. securities (other than money market instruments),
except temporarily, when extraordinary circumstances prevailing at the same time
in a significant number of developed foreign countries render investments in
such countries inadvisable.

INVESTMENT PROCESS

<PAGE>

analyzes a variety of qualitative factors as well -- including the
liquidity, earnings momentum and interest rate climate of the market at hand.
These qualitative assessments can change the magnitude but not the direction of
the country allocations called for by the risk premium forecast. Morgan places
limits on the total size of the Portfolio's country over- and under-weightings
relative to the EAFE Index.

Stock selection: Morgan's 44 international equity analysts, each an
industry and country specialist, forecast normalized earnings and dividend
payouts for roughly 1,000 non-U.S. companies -- taking a long-term perspective
rather than the short time frame common to consensus estimates. These forecasts
are converted into comparable expected returns by a dividend discount model, and
then companies are ranked from most to least attractive by industry and country.
A diversified portfolio is constructed using disciplined buy and sell rules. The
portfolio manager's objective is to concentrate the purchases in the top third
of the rankings, and to keep sector weightings close to those of the EAFE Index,
the Fund's benchmark. Once a stock falls into the bottom third of the rankings,
it generally becomes a sales candidate. Where available, warrants and
convertibles may be purchased instead of common stock if they are deemed a more
attractive means of investing in an undervalued company.

Currency management: Currency is actively managed, in conjunction with
country and stock allocation, with the goal of protecting and possibly enhancing
the Fund's return. Morgan's currency decisions are supported by a proprietary
tactical mode which forecasts currency movements based on an analysis of four
fundamental factors -- trade balance trends, purchasing power parity, real
short-term interest differentials, and real bond yields -- plus a technical
factor designed to improve the timing of transactions. Combining the output of
this model with a subjective assessment of economic, political and market
factors, Morgan's currency group recommends currency strategies that are
implemented in conjunction with the Portfolio's investment strategy.

THE JPM ADVISOR EMERGING MARKETS EQUITY FUND (the "Emerging Markets
Equity Fund") is designed for investors with a long-term investment horizon who
want exposure to the rapidly growing emerging markets. The Emerging Markets
Equity Fund's investment objective is to provide a high total return from a
portfolio of Equity Securities of companies in emerging markets. The Fund
attempts to achieve its investment objective by investing all of its investable
assets in The Emerging Markets Equity Portfolio (the "Emerging Markets Equity
Portfolio"), a diversified open-end management investment company having the
same investment objective as the Emerging Markets Equity Fund.

The Emerging Markets Equity Portfolio seeks to achieve its investment
objective by investing primarily in Equity Securities of emerging markets
issuers. Under normal circumstances, the

<PAGE>

Portfolio expects to invest at least 65% of its total assets in such securities.
The Portfolio does not intend to invest in U.S. securities (other than money
market instruments), except temporarily, when extraordinary circumstances
prevailing at the same time in a significant number of emerging markets
countries render investments in such countries inadvisable.

INVESTMENT PROCESS

Country allocation: Morgan's country allocation decision begins with a
forecast of the expected return of each market in the Portfolio's universe.
These expected returns are calculated using a proprietary valuation method that
is forward looking in nature rather than based on historical data. Morgan then
evaluates these expected returns from two different perspectives: first, it
identifies those countries that have high real expected returns relative to
their own history and other nations in their universe. Second, it identifies
those countries that it expects will provide high returns relative to their
currency risk. Countries that rank highly on one or both of these scores are
overweighted relative to the Fund's benchmark, the MSCI Emerging Markets Free
Index, while those that rank poorly are underweighted. To help contain risk,
Morgan places limits on the total size of the Portfolio's country over- and
under-weightings.

Stock selection: Morgan's 12 emerging market equity analysts -- each an
industry specialist -- monitor a universe of approximately 900 companies in
these countries, developing forecasts of earnings and cash flows for the most
attractive among them. Companies are ranked from most to least attractive based
on this research, and then a diversified portfolio is constructed using
disciplined buy and sell rules. The portfolio manager's objective is to
concentrate the Portfolio's holdings in the stocks deemed most undervalued, and
to keep sector weightings relatively close to those of the index. Stocks are
generally held until they fall into the bottom half of Morgan's rankings.

THE JPM ADVISOR ASIA GROWTH FUND (the "Asia Growth Fund") is designed
for long-term investors who want access to the rapidly growing Asian markets.
The Advisor considers Asian growth markets to be Bangladesh, China, India,
Indonesia, Korea, Malaysia, Pakistan, the Philippines, Sri Lanka, Thailand,
Taiwan, Hong Kong and Singapore. The Asia Growth Fund's investment objective is
to provide a high total return from a portfolio of Equity Securities of
companies in Asian growth markets. The Asia Growth Fund attempts to achieve its
investment objective by investing all its investable assets in The Asia Growth
Portfolio (the "Asia Growth Portfolio"), a diversified open-end management
investment company having the same investment objective as the Asia Growth Fund.
For additional information, see "Appendix B -Investing in Japan and Asian Growth
Markets."

The Asia Growth Portfolio seeks to achieve its investment objective by
investing primarily in the Equity Securities of companies in Asian growth
markets. Under normal circumstances, the Asia Growth Portfolio expects to invest
at least 65% of its total assets in such securities. The Asia Growth Portfolio
does not intend to invest in U.S. securities (other than money market
instruments), except temporarily, when extraordinary circumstances prevailing at
the same time in a significant number of countries considered to be Asian growth
markets render investments in such countries inadvisable.

<PAGE>

INVESTMENT PROCESS

Country allocation: Morgan's country allocation decision begins with a
forecast of equity risk premiums, which provide a valuation signal by measuring
the relative attractiveness of stocks versus bonds. Using a proprietary
approach, Morgan calculates this risk premium for each of the nations in the
Portfolio's universe, determines the extent of its deviation -- if any -- from
its historical norm, and then ranks countries according to the size of these
deviations. Countries with high (low) rankings are overweighted (underweighted)
to reflect the above-average (below average) attractiveness of their stock
markets. In determining weightings, Morgan analyzes a variety of qualitative
factors as well -- including the liquidity, earnings momentum and interest rate
climate of the market at hand. These qualitative assessments can change the
magnitude but not the direction of the country allocations called for by the
risk-premium forecast. In an effort to contain risk, Morgan places limits on the
total size of the Portfolio's country over- and under-weightings.

Stock selection: Morgan's six Asian equity analysts focused on Asian
markets -- each an industry and country specialist -- forecast normalized,
long-term earnings and dividend payouts for approximately 250 companies in this
region. These forecasts are converted into comparable expected returns by a
dividend discount model, and then companies are ranked from most to least
attractive by industry and country, and are grouped into quintiles. A
diversified portfolio is constructed using disciplined buy and sell rules. The
portfolio manager's objective is to concentrate purchases in the top 20% of the
rankings, and to keep sector weightings close to those of the benchmark. Once a
stock falls into the third quintile -- because its price has risen or its
fundamentals have deteriorated -- it generally becomes a sale candidate. Where
available, warrants and convertibles are purchased when they appear to have the
potential to add value over common stock.

THE JPM ADVISOR EUROPEAN EQUITY FUND (the "European Equity Fund") is
designed for investors who want an actively managed portfolio of European Equity
Securities that seeks to outperform the Morgan Stanley Capital International
Europe Index which is comprised of more than 500 companies in fourteen European
countries. The European Equity Fund's investment objective is to provide a high
total return from a portfolio of Equity Securities

<PAGE>

of European companies. The European Equity Fund attempts to achieve its
investment objective by investing all of its investable assets in The European
Equity Portfolio (the "European Equity Portfolio"), a diversified open-end
management investment company having the same investment objective as the
European Equity Fund.

The European Equity Portfolio seeks to achieve its investment objective
by investing primarily in the Equity Securities of European companies. Under
normal circumstances, the European Equity Portfolio expects to invest at least
65% of its total assets in such securities. The European Equity Portfolio does
not intend to invest in U.S. securities (other than money market instruments),
except temporarily, when extraordinary circumstances prevailing at the same time
in a significant number of European countries render investments in such
countries inadvisable.

INVESTMENT PROCESS

Country allocation: Morgan's country allocation decision begins with a
forecast of equity risk premiums, which provide a valuation signal by measuring
the relative attractiveness of stocks versus bonds. Using a proprietary
approach, Morgan calculates this risk premium for each of the nations in the
Portfolio's universe, determines the extent of its deviation -- if any -- from
its historical norm, and then ranks countries according to the size of those
deviations. Countries with high (low) rankings are overweighted (underweighted)
in comparison to the Morgan Stanley Capital International Europe Index to
reflect the above-average (below-average) attractiveness of their stock markets.
In determining weightings, Morgan analyzes a variety of qualitative factors as
well -- including the liquidity, earnings momentum and interest rate climate of
the market at hand. These qualitative assessments can change the magnitude but
not the direction of the country allocations called for by the risk-premium
forecast. In an effort to contain risk, Morgan place limits on the total size of
the Portfolio's country over- and under-weightings.

Stock selection: Morgan's 15 European equity analysts, each an industry
and country specialist, forecast normalized earnings and dividend payouts for
roughly 600 companies, taking a long-term perspective rather than the short time
frame common to consensus estimates. The analysts' forecasts are converted into
comparable expected returns by a dividend discount model, and then companies are
ranked from most to least attractive by industry and country. A diversified
portfolio is constructed using disciplined buy and sell rules. The portfolio
manager's objective is to concentrate purchases in the top third of the
rankings, and to keep sector weightings close to those of the benchmark. Once a
stock falls into the bottom third of the rankings -- because its price has risen
or its fundamentals have deteriorated -- it generally becomes a sale candidate.

<PAGE>

THE JPM JAPAN EQUITY FUND (the "Japan Equity Fund") is designed for
investors who want an actively managed portfolio of Japanese Equity Securities
that seeks to outperform the Tokyo Stock Price Index ("TOPIX"), a composite
market-capitalization weighted-index of all common stocks listed on the First
Section of the Tokyo Stock Exchange. The Japan Equity Fund's investment
objective is to provide a high total return from a portfolio of Equity
Securities of Japanese companies. The Japan Equity Fund attempts to achieve its
investment objective by investing all of its investable assets in The Japan
Equity Portfolio (the "Japan Equity Portfolio"), a non-diversified open-end
management investment company having the same investment objective as the Japan
Equity Fund. For additional information, see "Appendix B Investing in Japan and
Asian Growth Markets."

The Japan Equity Portfolio seeks to achieve its investment objective by
investing primarily in the Equity Securities of Japanese companies. Under normal
circumstances, the Japan Equity Portfolio expects to invest at least 65% of its
total assets in such securities. The Japan Equity Portfolio does not intend to
invest in U.S. securities (other than money market instruments), except
temporarily, when extraordinary circumstances prevailing in Japan render
investments there inadvisable.

INVESTMENT PROCESS

Systematic valuation: Morgan's ten Japanese equity analysts in Tokyo
- -- each an industry specialist -- follow a total of over 300 Japanese companies.
The most attractive names in that universe are identified by a multifactor model
which screens for low price/earnings ratios, high earnings growth rates and high
sales/price ratios. Within each sector, this subset of the universe is ranked by
these three measures and broken into quintiles; the companies in the top
quintile are considered the most attractive ones from both a growth and
valuation viewpoint. To provide an additional check on the valuation of selected
companies, the analysts prepare normalized, long-term earnings and dividend
forecasts which are converted into comparable expected returns by a dividend
discount model.

Warrant/convertible strategy: Once a company has been identified as a
buy candidate, the portfolio manager analyzes the yields on the company's
available equity vehicles -- stocks, warrants and convertibles -- to determine
which appears the most attractive means of purchase. In an effort to enhance
potential returns, the Portfolio also trades among these vehicles -- a strategy
that seeks to capitalize on the inefficiencies that pervade the Japanese equity
market. If the Portfolio invests in a warrant, it will set aside cash in an
amount approximately equal to the difference in the price of the warrant and the
market value of the underlying common stock. The cash is invested in money
market instruments.

<PAGE>

Disciplined portfolio construction: The Portfolio is constructed using
disciplined buy and sell rules. The portfolio manager's objective is to
concentrate purchases in the top 20% of the rankings; the specific companies
selected reflect the portfolio manager's judgment concerning the liquidity of an
issue, the soundness of the underlying forecasts, and the magnitude of the risks
versus the rewards. Once a stock falls into the third quintile -- because its
price has risen or its fundamentals have deteriorated it generally becomes a
sale candidate. The portfolio manager strives to hold sector weightings close to
those of the benchmark in an effort to contain risk.

The following discussion supplements the information regarding the
investment objective of each of the Funds and the policies to be employed to
achieve this objective by their corresponding Portfolios as set forth above and
in the Prospectus. The investment objective of each Fund and its corresponding
Portfolio is identical. Accordingly, references below to a Fund also include the
Fund's corresponding Portfolio; similarly, references to a Portfolio also
include the corresponding Fund that invests in the Portfolio unless the context
requires otherwise.

MONEY MARKET INSTRUMENTS

As discussed in the Prospectus, each Portfolio may invest in
money market instruments to the extent consistent with its
investment objective and policies. A description of the various
types of money market instruments that may be purchased by the
Portfolios appears below. See "Quality and Diversification
Requirements."

U.S. TREASURY SECURITIES. Each of the Portfolios may invest
in direct obligations of the U.S. Treasury, including Treasury
bills, notes and bonds, all of which are backed as to principal
and interest payments by the full faith and credit of the United
States.

ADDITIONAL U.S. GOVERNMENT OBLIGATIONS. Each of the Portfolios may
invest in obligations issued or guaranteed by U.S. Government agencies or
instrumentalities. These obligations may or may not be backed by the "full faith
and credit" of the United States. In the case of securities not backed by the
full faith and credit of the United States, each Portfolio must look principally
to the federal agency issuing or guaranteeing the obligation for ultimate
repayment, and may not be able to assert a claim against the United States
itself in the event the agency or instrumentality does not meet its commitments.
Securities in which each Portfolio may invest that are not backed by the full
faith and credit of the United States include, but are not limited to,
obligations of the Tennessee Valley Authority, the Federal Home Loan Mortgage
Corporation and the U.S. Postal Service, each of which has the right to borrow
from the U.S. Treasury to meet its obligations, and obligations of the Federal

<PAGE>

Farm Credit System and the Federal Home Loan Banks, both of whose obligations
may be satisfied only by the individual credits of each issuing agency.
Securities which are backed by the full faith and credit of the United States
include obligations of the Government National Mortgage Association, the Farmers
Home Administration and the Export-Import Bank.

FOREIGN GOVERNMENT OBLIGATIONS. Each of the Portfolios,
subject to its applicable investment policies, may also invest in
short-term obligations of foreign sovereign governments or of
their agencies, instrumentalities, authorities or political
subdivisions. These securities may be denominated in the U.S.
dollar or, in the case of all Portfolios except U.S. Fixed Income
Portfolio, in another currency. See "Foreign Investments."

BANK OBLIGATIONS. Each of the Portfolios, unless otherwise noted in the
Prospectus or below, may invest in negotiable certificates of deposit, time
deposits and bankers' acceptances of (i) banks, savings and loan associations
and savings banks which have more than $2 billion in total assets (the "Asset
Limitation") and are organized under the laws of the United States or any state,
(ii) foreign branches of these banks or of foreign banks of equivalent size
(Euros) and (iii) U.S. branches of foreign banks of equivalent size (Yankees).
The Asset Limitation is not applicable to the Non-U.S. Fixed Income, Non-U.S.
Equity, Emerging Markets Equity, Asia Growth, European Equity and Japan Equity
Portfolios. See "Foreign Investments." The Portfolios will not invest in
obligations for which the Advisor, or any of its affiliated persons, is the
ultimate obligor or accepting bank. Each of the Portfolios may also invest in
obligations of international banking institutions designated or supported by
national governments to promote economic reconstruction, development or trade
between nations (e.g., the European Investment Bank, the Inter-American
Development Bank or the World Bank).

COMMERCIAL PAPER. Each of the Portfolios may invest in commercial
paper, including master demand obligations. Master demand obligations are
obligations that provide for a periodic adjustment in the interest rate paid and
permit daily changes in the amount borrowed. Master demand obligations are
governed by agreements between the issuer and Morgan acting as agent, for no
additional fee, in its capacity as investment advisor to the Portfolios and as
fiduciary for other clients for whom it exercises investment discretion. The
monies loaned to the borrower come from accounts managed by the Advisor or its
affiliates, pursuant to arrangements with such accounts. Interest and principal
payments are credited to such accounts. The Advisor, acting as a fiduciary on
behalf of its clients, has the right to increase or decrease the amount provided
to the borrower under an obligation. The borrower has the right to pay without
penalty all or any part of the principal amount then outstanding on an
obligation together with interest to the date of payment. Since these
obligations typically provide that the

<PAGE>

interest rate is tied to the Federal Reserve commercial paper composite rate,
the rate on master demand obligations is subject to change. Repayment of a
master demand obligation to participating accounts depends on the ability of the
borrower to pay the accrued interest and principal of the obligation on demand
which is continuously monitored by the Advisor. Since master demand obligations
typically are not rated by credit rating agencies, a Portfolio may invest in
such unrated obligations only if at the time of an investment the obligation is
determined by the Advisor to have a credit quality which satisfies the
Portfolio's quality restrictions. See "Quality and Diversification
Requirements." Although there is no secondary market for master demand
obligations, such obligations are considered by the Portfolios to be liquid
because they are payable upon demand. The Portfolios do not have any specific
percentage limitation on investments in master demand obligations.

REPURCHASE AGREEMENTS. Each of the Portfolios may enter into repurchase
agreements with brokers, dealers or banks that meet the credit guidelines
approved by the Portfolio's Trustees. In a repurchase agreement, a Portfolio
buys a security from a seller that has agreed to repurchase the same security at
a mutually agreed upon date and price. The resale price normally is in excess of
the purchase price, reflecting an agreed upon interest rate. This interest rate
is effective for the period of time the Portfolio is invested in the agreement
and is not related to the coupon rate on the underlying security. A repurchase
agreement may also be viewed as a fully collateralized loan of money by a
Portfolio to the seller. The period of these repurchase agreements will usually
be short, from overnight to one week, and at no time will the Portfolios invest
in repurchase agreements for more than thirteen months. The securities which are
subject to repurchase agreements, however, may have maturity dates in excess of
thirteen months from the effective date of the repurchase agreement. Each
Portfolio always will receive securities as collateral whose market value is,
and during the entire term of the agreement remains, at least equal to 100% of
the dollar amount invested by the Portfolio in each agreement plus accrued
interest, and the Portfolio will make payment for such securities only upon
physical delivery or upon evidence of book entry transfer to the account of the
Portfolio's custodian (the "Custodian").

Each of the Portfolios may make investments in other debt securities
with remaining effective maturities of not more than thirteen months, including
without limitation corporate and foreign bonds, asset-backed securities and
other obligations described in the Prospectus or this Statement of Additional
Information.

<PAGE>

CORPORATE BONDS AND OTHER DEBT SECURITIES

As discussed in the Prospectus, the U.S. Fixed Income, Non-U.S. Fixed
Income and European Equity Portfolios may invest in bonds and other debt
securities of domestic and foreign issuers to the extent consistent with their
investment objectives and policies. A description of these investments appears
in the Prospectus and below. See "Quality and Diversification Requirements." For
information on short-term investments in these securities, see "Money Market
Instruments."

ASSET-BACKED SECURITIES. Asset-backed securities directly or indirectly
represent a participation interest in, or are secured by and payable from, a
stream of payments generated by particular assets such as motor vehicle or
credit card receivables. Payments of principal and interest may be guaranteed up
to certain amounts and for a certain time period by a letter of credit issued by
a financial institution unaffiliated with the entities issuing the securities.
The asset-backed securities in which a Portfolio may invest are subject to the
Portfolio's overall credit requirements. However, asset-backed securities, in
general, are subject to certain risks. Most of these risks are related to
limited interests in applicable collateral. For example, credit card debt
receivables are generally unsecured and the debtors are entitled to the
protection of a number of state and federal consumer credit laws, many of which
give such debtors the right to set off certain amounts on credit card debt
thereby reducing the balance due. Additionally, if the letter of credit is
exhausted, holders of asset-backed securities may also experience delays in
payments or losses if the full amounts due on underlying sales contracts are not
realized. Because asset-backed securities are relatively new, the market
experience in these securities is limited and the market's ability to sustain
liquidity through all phases of the market cycle has not been tested.

TAX EXEMPT OBLIGATIONS

As discussed in the Prospectus, in certain circumstances, the U.S.
Fixed Income Portfolio, may invest in tax exempt obligations to the extent
consistent with the Portfolio's investment objective and policies. A description
of the various types of tax exempt obligations which may be purchased by the
Portfolio appears in the Prospectus and below. See "Quality and Diversification
Requirements."

MUNICIPAL BONDS. Municipal bonds are debt obligations issued by the
states, territories and possessions of the United States and the District of
Columbia, by their political subdivisions and by duly constituted authorities
and corporations. For example, states, territories, possessions and
municipalities may issue municipal bonds to raise funds for various public
purposes such as airports, housing, hospitals, mass transportation, schools,
water and sewer works. They may also issue municipal bonds to refund outstanding
obligations and to meet general operating expenses. Public authorities issue
municipal bonds to obtain funding for privately operatedfacilities, such as
housing and pollution control facilities, for industrial facilities or for water
supply, gas, electricity or waste disposal facilities.

<PAGE>

Municipal bonds may be general obligation or revenue bonds. General
obligation bonds are secured by the issuer's pledge of its full faith, credit
and taxing power for the payment of principal and interest. Revenue bonds are
payable from revenues derived from particular facilities, from the proceeds of a
special excise tax or from other specific revenue sources. They are not
generally payable from the general taxing power of a municipality.

MUNICIPAL NOTES. Municipal notes are subdivided into three categories
of short-term obligations: municipal notes, municipal commercial paper and
municipal demand obligations.

Municipal notes are short-term obligations with a maturity at the time
of issuance ranging from six months to five years. The principal types of
municipal notes include tax anticipation notes, bond anticipation notes, revenue
anticipation notes, grant anticipation notes and project notes. Notes sold in
anticipation of collection of taxes, a bond sale, or receipt of other revenues
are usually general obligations of the issuing municipality or agency.

Municipal commercial paper typically consists of very short-term
unsecured negotiable promissory notes that are sold to meet seasonal working
capital or interim construction financing needs of a municipality or agency.
While these obligations are intended to be paid from general revenues or
refinanced with long-term debt, they frequently are backed by letters of credit,
lending agreements, note repurchase agreements or other credit facility
agreements offered by banks or institutions.

Municipal demand obligations are subdivided into two types:
variable rate demand notes and master demand obligations.

Variable rate demand notes are tax exempt municipal obligations or
participation interests that provide for a periodic adjustment in the interest
rate paid on the notes. They permit the holder to demand payment of the notes or
to demand purchase of the notes at a purchase price equal to the unpaid
principal balance, plus accrued interest either directly by the issuer or by
drawing on a bank letter of credit or guaranty issued with respect to such note.
The issuer of the municipal obligation may have a corresponding right to prepay
at its discretion the outstanding principal of the note plus accrued interest
upon notice comparable to that required for the holder to demand payment. The
variable rate demand notes in which the U.S. Fixed Income Portfolio may invest
are payable, or are subject to purchase, on demand usually on notice of seven
calendar days or less. The terms of the notes provide that interest rates are
adjustable at intervals ranging from daily to

<PAGE>

six months, and the adjustments are based upon the prime rate of a bank or other
appropriate interest rate index specified in the respective notes. Variable rate
demand notes are valued at amortized cost; no value is assigned to the right of
the Portfolio to receive the par value of the obligation upon demand or notice.

Master demand obligations are tax exempt municipal obligations that
provide for a periodic adjustment in the interest rate paid and permit daily
changes in the amount borrowed. The interest on such obligations is, in the
opinion of counsel for the borrower, exempt from federal income tax. For a
description of the attributes of master demand obligations, see "Money Market
Instruments" above. Although there is no secondary market for master demand
obligations, such obligations are considered by the U.S. Fixed Income Portfolio
to be liquid because they are payable upon demand. The U.S. Fixed Income
Portfolio has no specific percentage limitations on investments in master demand
obligations.

EQUITY INVESTMENTS

As discussed in the Prospectus, the Selected U.S. Equity, U.S. Small
Company, Non-U.S. Equity, European Equity, Emerging Markets Equity, Asia Growth
and Japan Equity Portfolios (collectively, the "Equity Portfolios") invest
primarily in Equity Securities. The Equity Securities in which the Equity
Portfolios invest include those listed on any domestic or foreign securities
exchange or traded in the over-the-counter market as well as certain restricted
or unlisted securities. A discussion of the various types of equity investments
which may be purchased by these Portfolios appears in the Prospectus and below.
See "Quality and Diversification Requirements."

EQUITY SECURITIES. The Equity Securities in which the Equity Portfolios
may invest may or may not pay dividends and may or may not carry voting rights.
Common stock occupies the most junior position in a company's capital structure.

The convertible securities in which the Equity Portfolios may invest
include any debt securities or preferred stock which may be converted into
common stock or which carry the right to purchase common stock. Convertible
securities entitle the holder to exchange the securities for a specified number
of shares of common stock, usually of the same company, at specified prices
within a certain period of time.

The terms of any convertible security determine its ranking in a
company's capital structure. In the case of subordinated convertible debentures,
the holders' claims on assets and earnings are subordinated to the claims of
other creditors, and are senior to the claims of preferred and common
shareholders. In the case of convertible preferred stock, the holders' claims on
assets and earnings are subordinated to the claims of all creditors and are
senior to the claims of common shareholders.

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COMMON STOCK WARRANTS

The Portfolios for The JPM Advisor U.S. Equity, U.S. Small Cap,
International Equity and Emerging Markets Equity Funds may invest in common
stock warrants that entitle the holder to buy common stock from the issuer of
the warrant at a specific price (the strike price) for a specific period of
time. The market price of warrants may be substantially lower than the current
market price of the underlying common stock, yet warrants are subject to similar
price fluctuations. As a result, warrants may be more volatile investments than
the underlying common stock.

Warrants generally do not entitle the holder to dividends or voting
rights with respect to the underlying common stock and do not represent any
rights in the assets of the issuer company. A warrant will expire worthless if
it is not exercised on or prior to the expiration date.

FOREIGN INVESTMENTS

The Non-U.S. Fixed Income, Non-U.S. Equity, Emerging Markets Equity,
Asia Growth, European Equity and Japan Equity Portfolios make substantial
investments in foreign countries. The U.S. Fixed Income, Selected U.S. Equity
and U.S. Small Company Portfolios may invest in certain foreign securities. The
U.S. Fixed Income Portfolio may invest in dollar-denominated fixed income
securities of foreign issuers. The Selected U.S. Equity Portfolio may invest in
equity securities of foreign corporations included in the S&P 500 Index or
listed on a national securities exchange. The U.S. Small Company Portfolio may
invest in equity securities of foreign issuers that are listed on a national
securities exchange or denominated or principally traded in the U.S. dollar. The
U.S. Fixed Income Portfolio may invest in dollar-denominated fixed income
securities of foreign issuers. The U.S. Fixed Income, Selected U.S. Equity and
U.S. Small Company Portfolios do not expect to invest more than 25%, 5% and 5%,
respectively, of their total assets at the time of purchase in securities of
foreign issuers. In the case of the U.S. Fixed Income Portfolio, any foreign
commercial paper must not be subject to foreign withholding tax at the time of
purchase. Foreign investments may be made directly in securities of foreign
issuers or in the form of American Depositary Receipts ("ADRs") and European
Depositary Receipts ("EDRs"). Generally, ADRs and EDRs are receipts issued by a
bank or trust company that evidence ownership of underlying securities issued by
a foreign corporation and that are designed for use in the domestic, in the case
of ADRs, or European, in the case of EDRs, securities markets.

Since investments in foreign securities may involve foreign
currencies, the value of a Portfolio's assets as measured in U.S. dollars may be
affected favorably or unfavorably by changes in

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currency rates and in exchange control regulations, including currency blockage.
Each of the Portfolios except for the U.S. Fixed Income Portfolio may enter into
forward commitments for the purchase or sale of foreign currencies in connection
with the settlement of foreign securities transactions or to manage the
Portfolio's currency exposure related to foreign investments as described in the
relevant Prospectus. The Portfolios will not enter into such commitments for
speculative purposes.

For a description of the risks associated with investing in foreign
securities, see "Risk Factors and Additional Investment Information" in the
Prospectus.

INVESTING IN JAPAN. Investing in Japanese securities may involve the
risks associated with investing in foreign securities generally. In addition,
because the Japan Equity Portfolio and the International Equity Portfolio invest
in Japan, they will be subject to the general economic and political conditions
in Japan. It is not expected that the Asia Growth Portfolio will invest in Japan
(see "Investment Objective and Policies" in the Prospectus).

Share prices of companies listed on Japanese stock exchanges and on the
Japanese OTC market reached historical peaks (which were later referred to as
the "bubble") as well as historically high trading volumes in 1989 and 1990.
Since then, stock prices in both markets decreased significantly . There can be
no assurance that additional market corrections will not occur.

The common stocks of many Japanese companies continue to trade at high
price earnings ratios in comparison with those in the United States, even after
the recent market decline. Differences in accounting methods make it difficult
to compare the earnings of Japanese companies with those of companies in other
countries, especially the United States.

Since the Japan Equity and the International Equity Portfolios invest
in securities denominated in yen, changes in exchange rates between the U.S.
dollar and the yen affect the U.S. dollar value of their respective assets.
Although the Japanese economy has grown substantially over the past four
decades, recently the rate of growth had slowed substantially. See Foreign
Currency Exchange Transactions.

<PAGE>

Japan's success in exporting its products has generated a sizeable
trade surplus. Such trade surplus has caused tensions at times between Japan and
some of its trading partners. In particular, Japan's trade relations with the
United States have recently been the subject of discussion and negotiation
between the two nations. The United States has imposed certain measures designed
to address trade issues in specific industries. These measures and similar
measures in the future may adversely affect the performance of the Japan Equity
and International Equity Portfolios.

Japan's economy has typically exhibited low inflation and low interest
rates. There can be no assurance that low inflation and low interest rates will
continue, and it is likely that a reversal of such factors would adversely
affect the Japanese economy. Moreover, the Japanese economy may differ,
favorably or unfavorably, from the U.S. economy in such respects as growth of
gross national product, rate of inflation, capital reinvestment, resources,
self-sufficiency and balance of payments position.

Japan has a parliamentary form of government. In 1993 a coalition
government was formed which, for the first time since 1955, did not include the
Liberal Democratic Party. Since mid-1993, there have been several changes in
leadership in Japan. What, if any, effect the current political situation will
have on prospective regulatory reforms of the economy in Japan cannot be
predicted. Recent and future developments in Japan and neighboring Asian
countries may lead to changes in policy that might adversely affect these
Portfolios.

ADDITIONAL INVESTMENTS

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES. Each of the Portfolios may
purchase securities on a when-issued or delayed delivery basis. For example,
delivery of and payment for these securities can take place a month or more
after the date of the purchase commitment. The purchase price and the interest
rate payable, if any, on the securities are fixed on the purchase commitment
date or at the time the settlement date is fixed. The value of such securities
is subject to market fluctuation and for

<PAGE>

money market instruments and other fixed income investments no interest accrues
to a Portfolio until settlement takes place. At the time a Portfolio makes the
commitment to purchase securities on a when-issued or delayed delivery basis, it
will record the transaction, reflect the value each day of such securities in
determining its net asset value and, if applicable, calculate the maturity for
the purposes of average maturity from that date. At the time of settlement, a
when-issued security may be valued at less than the purchase price. To
facilitate such acquisitions, each Portfolio will maintain with the Custodian a
segregated account with liquid assets, consisting of cash, U.S. Government
securities or other appropriate securities, in an amount at least equal to such
commitments. On delivery dates for such transactions, each Portfolio will meet
its obligations from maturities or sales of the securities held in the
segregated account and/or from cash flow. If a Portfolio chooses to dispose of
the right to acquire a when-issued security prior to its acquisition, it could,
as with the disposition of any other portfolio obligation, incur a gain or loss
due to market fluctuation. It is the current policy of each Portfolio not to
enter into when-issued commitments exceeding in the aggregate 15% of the market
value of the Portfolio's total assets, less liabilities other than the
obligations created by when-issued commitments.

INVESTMENT COMPANY SECURITIES. Securities of other investment companies
may be acquired by each of the Portfolios to the extent permitted under the 1940
Act. These limits require that, as determined immediately after a purchase is
made, (i) not more than 5% of the value of the Portfolio's total assets will be
invested in the securities of any one investment company, (ii) not more than 10%
of the value of its total assets will be invested in the aggregate in securities
of investment companies as a group, and (iii) not more than 3% of the
outstanding voting stock of any one investment company will be owned by the
Portfolio. As a shareholder of another investment company, a Portfolio would
bear, along with other shareholders, its pro rata portion of the other
investment company's expenses, including advisory fees. These expenses would be
in addition to the advisory and other expenses that the Portfolio bears directly
in connection with its own operations.

REVERSE REPURCHASE AGREEMENTS. Each of the Portfolios may enter into
reverse repurchase agreements. In a reverse repurchase agreement, a Portfolio
sells a security and agrees to repurchase the same security at a mutually agreed
upon date and price. For purposes of the 1940 Act, it is also considered as the
borrowing of money by the Portfolio and, therefore, a form of leverage. The
Portfolios will invest the proceeds of borrowings under reverse repurchase
agreements. In addition, a Portfolio will enter into a reverse repurchase
agreement only when the interest income to be earned from the investment of the
proceeds is greater than the interest expense of the transaction. A Portfolio
will not invest the proceeds of a reverse repurchase

<PAGE>

agreement for a period which exceeds the duration of the reverse repurchase
agreement. A Portfolio may not enter into reverse repurchase agreements
exceeding in the aggregate one-third of the market value of its total assets,
less liabilities other than the obligations created by reverse repurchase
agreements. Each Portfolio will establish and maintain with the Custodian a
separate account with a segregated portfolio of securities in an amount at least
equal to its purchase obligations under its reverse repurchase agreements.

MORTGAGE DOLLAR ROLL TRANSACTIONS. The U.S. Fixed Income Portfolio may
engage in mortgage dollar roll transactions with respect to mortgage securities
issued by the Government National Mortgage Association, the Federal National
Mortgage Association and the Federal Home Loan Mortgage Corporation. In a
mortgage dollar roll transaction, the Portfolio sells a mortgage backed security
and simultaneously agrees to repurchase a similar security on a specified future
date at an agreed upon price. During the roll period, the Portfolio will not be
entitled to receive any interest or principal paid on the securities sold. The
Portfolio is compensated for the lost interest on the securities sold by the
difference between the sales price and the lower price for the future repurchase
as well as by the interest earned on the reinvestment of the sales proceeds. The
Portfolio may also be compensated by receipt of a commitment fee. When the
Portfolio enters into a mortgage dollar roll transaction, liquid assets in an
amount sufficient to pay for the future repurchase are segregated with the
Custodian. Mortgage dollar roll transactions are considered reverse repurchase
agreements for purposes of the Portfolio's investment restrictions.

LOANS OF PORTFOLIO SECURITIES. Each of the Portfolios may lend its
securities if such loans are secured continuously by cash or equivalent
collateral or by a letter of credit in favor of the Portfolio at least equal at
all times to 100% of the market value of the securities loaned, plus accrued
interest. While such securities are on loan, the borrower will pay the Portfolio
any income accruing thereon. Loans will be subject to termination by the
Portfolios in the normal settlement time, generally three business days after
notice, or by the borrower on one day's notice. Borrowed securities must be
returned when the loan is terminated. Any gain or loss in the market price of
the borrowed securities which occurs during the term of the loan inures to a
Portfolio and its respective investors. The Portfolios may pay reasonable
finders' and custodial fees in connection with a loan. In addition, a Portfolio
will consider all facts and circumstances including the creditworthiness of the
borrowing financial institution, and no Portfolio will make any loans in excess
of one year. The Portfolios will not lend their securities to any officer,
Trustee, Director, employee or other affiliate of the Portfolios, the Advisor or
the Distributor, unless otherwise permitted by applicable law.

<PAGE>

PRIVATELY PLACED AND CERTAIN UNREGISTERED SECURITIES.

Each of the Portfolios may invest in privately placed, restricted,
Rule 144A or other unregistered securities as described in the Prospectus.

As to illiquid investments, a Portfolio is subject to a risk that
should the Portfolio decide to sell them when a ready buyer is not available at
a price the Portfolio deems representative of their value, the value of the
Portfolio's net assets could be adversely affected. Where an illiquid security
must be registered under the Securities Act of 1933, as amended (the "1933
Act"), before it may be sold, a Portfolio may be obligated to pay all or part of
the registration expenses, and a considerable period may elapse between the time
of the decision to sell and the time the Portfolio may be permitted to sell a
security under an effective registration statement. If, during such a period,
adverse market conditions were to develop, a Portfolio might obtain a less
favorable price than prevailed when it decided to sell.

QUALITY AND DIVERSIFICATION REQUIREMENTS

Each of the Portfolios, except the Non-U.S. Fixed Income and Japan
Equity Portfolios, intends to meet the diversification requirements of the 1940
Act. To meet these requirements, 75% of the assets of each of these Portfolios
is subject to the following fundamental limitations: (1) the Portfolio may not
invest more than 5% of its total assets in the securities of any one issuer,
except obligations of the U.S. Government, its agencies and instrumentalities,
and (2) the Portfolio may not own more than 10% of the outstanding voting
securities of any one issuer. As for the other 25% of the Portfolio's assets not
subject to the limitation described above, there is no limitation on investment
of these assets under the 1940 Act, so that all of such assets may be invested
in securities of any one issuer, subject to the limitation of any applicable
state securities laws. Investments not subject to the limitations described
above could involve an increased risk to a Portfolio should an issuer, or a
state or its related entities, be unable to make interest or principal payments
or should the market value of such securities decline.

Although the Non-U.S. Fixed Income and Japan Equity Portfolios are not
limited by the diversification requirements of the 1940 Act, these Portfolios
will comply with the diversification requirements imposed by the Internal
Revenue Code of 1986, as amended (the "Code"), for qualification as a regulated
investment company. To meet these requirements, each Portfolio must diversify
its holdings so that, with respect to 50% of the Portfolio's assets, no more
than 5% of its assets are invested in the securities of any one issuer other
than the U.S. Government at the close of each quarter of the Portfolio's taxable
year. The Portfolio may, with respect to the remaining 50% of its assets, invest
up to 25% of its assets in the securities of any one issuer (except this
limitation does not apply to U.S. Government securities).

<PAGE>

U.S. FIXED INCOME AND NON-U.S. FIXED INCOME PORTFOLIOS. The U.S. Fixed
Income and Non-U.S. Fixed Income Portfolios invest principally in a diversified
portfolio of "high grade" and "investment grade" securities. Investment grade
debt is rated, on the date of investment, within the four highest ratings of
Moody's, currently Aaa, Aa, A and Baa, or of Standard & Poor's, currently AAA,
AA, A and BBB. High grade debt is rated, on the date of the investment, within
the two highest of such ratings. The U.S. Fixed Income Portfolio may also invest
up to 5% of its total assets in securities which are "below investment grade."
Such securities must be rated, on the date of investment, Ba by Moody's or BB by
Standard & Poor's. The Portfolios may invest in debt securities which are not
rated or other debt securities to which these ratings are not applicable, if in
the opinion of the Advisor, such securities are of comparable quality to the
rated securities discussed above. In addition, at the time the Portfolios invest
in any commercial paper, bank obligation or repurchase agreement, the issuer
must have outstanding debt rated A or higher by Moody's or Standard & Poor's,
the issuer's parent corporation, if any, must have outstanding commercial paper
rated Prime-1 by Moody's or A-1 by Standard & Poor's, or if no such ratings are
available, the investment must be of comparable quality in the Advisor's
opinion.

EQUITY PORTFOLIOS. The Equity Portfolios may invest in convertible debt
securities for which there are no specific quality requirements. In addition, at
the time the Portfolio invests in any commercial paper, bank obligation or
repurchase agreement, the issuer must have outstanding debt rated A or higher by
Moody's or Standard & Poor's, the issuer's parent corporation, if any, must have
outstanding commercial paper rated Prime-1 by Moody's or A-1 by Standard &
Poor's, or if no such ratings are available, the investment must be of
comparable quality in the Advisor's opinion. At the time the Portfolio invests
in any other short-term debt securities, they must be rated A or higher by
Moody's or Standard & Poor's, or if unrated, the investment must be of
comparable quality in the Advisor's opinion.

In determining suitability of investment in a particular unrated
security, the Advisor takes into consideration asset and debt service coverage,
the purpose of the financing, history of the issuer, existence of other rated
securities of the issuer and other relevant conditions, such as comparability to
other issuers.

OPTIONS AND FUTURES TRANSACTIONS

EXCHANGE TRADED AND OVER-THE-COUNTER OPTIONS. All options purchased or
sold by the Portfolios will be traded on a securities exchange or will be
purchased or sold by securities dealers (over-the-counter or OTC options) that
meet creditworthiness standards approved by the Portfolio's Board of

<PAGE>

Trustees. While exchange-traded options are obligations of the Options Clearing
Corporation, in the case of OTC options, a Portfolio relies on the dealer from
which it purchased the option to perform if the option is exercised. Thus, when
a Portfolio purchases an OTC option, it relies on the dealer from which it
purchased the option to make or take delivery of the underlying securities.
Failure by the dealer to do so would result in the loss of the premium paid by
the Portfolio as well as loss of the expected benefit of the transaction.

The staff of the Securities and Exchange Commission (the "SEC") has
taken the position that, in general, purchased OTC options and the underlying
securities used to cover written OTC options are illiquid securities. However, a
Portfolio may treat as liquid the underlying securities used to cover written
OTC options, provided it has arrangements with certain qualified dealers who
agree that the Portfolio may repurchase any option it writes for a maximum price
to be calculated by a predetermined formula. In these cases, the OTC option
itself would only be considered illiquid to the extent that the maximum
repurchase price under the formula exceeds the intrinsic value of the option.

FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS. The Portfolios
permitted to enter into futures and options transactions may purchase or sell
(write) futures contracts and purchase put and call options, including put and
call options on futures contracts. In addition, the Non-U.S. Fixed Income,
Emerging Markets Equity, Asia Growth, European Equity and Japan Equity
Portfolios may sell (write) uncovered put and call options on futures. Futures
contracts obligate the buyer to take and the seller to make delivery at a future
date of a specified quantity of a financial instrument or an amount of cash
based on the value of a securities index. Currently, futures contracts are
available on various types of fixed income securities, including but not limited
to U.S. Treasury bonds, notes and bills, Eurodollar certificates of deposit and
on indexes of fixed income securities and indexes of equity securities.

Unlike a futures contract, which requires the parties to buy and sell a
security or make a cash settlement payment based on changes in a financial
instrument or securities index on an agreed date, an option on a futures
contract entitles its holder to decide on or before a future date whether to
enter into such a contract. If the holder decides not to exercise its option,
the holder may close out the option position by entering into an offsetting
transaction or may decide to let the option expire and forfeit the premium
thereon. The purchaser of an option on a futures contract pays a premium for the
option but makes no initial margin payments or daily payments of cash in the
nature of "variation" margin payments to reflect the change in the value of the
underlying contract as does a purchaser or seller of a futures contract.

<PAGE>

The seller of an option on a futures contract receives the premium paid
by the purchaser and may be required to pay initial margin. Amounts equal to the
initial margin and any additional collateral required on any options on futures
contracts sold by a Portfolio are paid by the Portfolio into a segregated
account, in the name of the Futures Commission Merchant, as required by the 1940
Act and the SEC's interpretations thereunder.

COMBINED POSITIONS. The Portfolios permitted to purchase and write
options may do so in combination with each other, or in combination with futures
or forward contracts, to adjust the risk and return characteristics of the
overall position. For example, a Portfolio may purchase a put option and write a
call option on the same underlying instrument, in order to construct a combined
position whose risk and return characteristics are similar to selling a futures
contract. Another possible combined position would involve writing a call option
at one strike price and buying a call option at a lower price, in order to
reduce the risk of the written call option in the event of a substantial price
increase. Because combined options positions involve multiple trades, they
result in higher transaction costs and may be more difficult to open and close
out.

CORRELATION OF PRICE CHANGES. Because there are a limited number of
types of exchange-traded options and futures contracts, it is likely that the
standardized options and futures contracts available will not match a
Portfolio's current or anticipated investments exactly. A Portfolio may invest
in options and futures contracts based on securities with different issuers,
maturities or other characteristics from the securities in which it typically
invests, which involves a risk that the options or futures position will not
track the performance of the Portfolio's other investments.

Options and futures contracts prices can also diverge from the prices
of their underlying instruments, even if the underlying instruments match the
Portfolio's investments well. Options and futures contracts prices are affected
by such factors as current and anticipated short-term interest rates, changes in
volatility of the underlying instrument, and the time remaining until expiration
of the contract, which may not affect security prices the same way. Imperfect
correlation may also result from differing levels of demand in the options and
futures markets and the securities markets, from structural differences in how
options and futures and securities are traded, or from imposition of daily price
fluctuation limits or trading halts. A Portfolio may purchase or sell options
and futures contracts with a greater or lesser value than the securities it
wishes to hedge or intends to purchase in order to attempt to compensate for
differences in volatility between the contract and the securities, although this
may not be successful in all cases. If price changes in a Portfolio's options or
futures positions are poorly correlated with its other investments, the
positions may fail to produce anticipated gains or result in losses that are not
offset by gains in other investments.

<PAGE>

LIQUIDITY OF OPTIONS AND FUTURES CONTRACTS. There is no assurance a
liquid market will exist for any particular option or futures contract at any
particular time even if the contract is traded on an exchange. In addition,
exchanges may establish daily price fluctuation limits for options and futures
contracts and may halt trading if a contract's price moves up or down more than
the limit in a given day. On volatile trading days when the price fluctuation
limit is reached or a trading halt is imposed, it may be impossible for a
Portfolio to enter into new positions or close out existing positions. If the
market for a contract is not liquid because of price fluctuation limits or
otherwise, it could prevent prompt liquidation of unfavorable positions and
could potentially require a Portfolio to continue to hold a position until
delivery or expiration regardless of changes in its value. As a result, the
Portfolio's access to other assets held to cover its options or futures
positions could also be impaired. (See "Exchange Traded and Over-the-Counter
Options" above for a discussion of the liquidity of options not traded on an
exchange.)

POSITION LIMITS. Futures exchanges can limit the number of futures and
options on futures contracts that can be held or controlled by an entity. If an
adequate exemption cannot be obtained, a Portfolio or the Advisor may be
required to reduce the size of its futures and options positions or may not be
able to trade a certain futures or options contract in order to avoid exceeding
such limits.

ASSET COVERAGE FOR FUTURES CONTRACTS AND OPTIONS POSITIONS. The
Portfolios intend to comply with Section 4.5 of the regulations under the
Commodity Exchange Act, which limits the extent to which a Portfolio can commit
assets to initial margin deposits and option premiums. In addition, the
Portfolios will comply with guidelines established by the SEC with respect to
coverage of options and futures contracts by mutual funds, and if the guidelines
so require, will set aside appropriate liquid assets in a segregated custodial
account in the amount prescribed. Securities held in a segregated account cannot
be sold while the futures contract or option is outstanding, unless they are
replaced with other suitable assets. As a result, there is a possibility that
segregation of a large percentage of a Portfolio's assets could impede portfolio
management or the Portfolio's ability to meet redemption requests or other
current obligations.

RISK MANAGEMENT

The Non-U.S. Fixed Income, Emerging Markets Equity, Asia Growth,
European Equity and Japan Equity Portfolios may employ non-hedging risk
management techniques. Examples of such strategies include synthetically
altering the duration of a portfolio or the mix of securities in a portfolio.

<PAGE>
For example, if the Advisor wishes to extend maturities in a fixed
income portfolio in order to take advantage of an anticipated decline in
interest rates, but does not wish to purchase the underlying long-term
securities, it might cause the Portfolio to purchase futures contracts on
long-term debt securities. Similarly, if the Advisor wishes to decrease fixed
income securities or purchase equities, it could cause the Portfolio to sell
futures contracts on debt securities and purchase futures contracts on a stock
index. Such non-hedging risk management techniques are not speculative, but
because they involve leverage include, as do all leveraged transactions, the
possibility of losses as well as gains that are greater than if these techniques
involved the purchase and sale of the securities themselves rather than their
synthetic derivatives.

PORTFOLIO TURNOVER

Set forth below are the portfolio turnover rates for the Portfolios
corresponding to the Funds. A rate of 100% indicates that the equivalent of all
of the Portfolio's assets have been sold and reinvested in a year. High
portfolio turnover may result in the realization of substantial net capital
gains or losses. To the extent net short term capital gains are realized, any
distributions resulting from such gains are considered ordinary income for
federal income tax purposes. See "Taxes" below.

THE U.S. FIXED INCOME PORTFOLIO (U.S. Fixed Income Fund) -- For the fiscal year
ended October 31, 1994: 234%; for the fiscal year ended October 31, 1995: 293%.

THE NON-U.S. FIXED INCOME PORTFOLIO (International Fixed Income Fund) -- For the
period October 11, 1994 (commencement of operations) through September 30, 1995:
288%.

THE SELECTED U.S. EQUITY PORTFOLIO (U.S. Equity Fund) -- For the period July 19,
1993 (commencement of operations) through May 31, 1994: 76%; for the fiscal year
ended May 31, 1995: 71%.

THE U.S. SMALL COMPANY PORTFOLIO (U.S. Small Cap Equity Fund) -- For the period
July 19, 1993 (commencement of operations) through May 31, 1994: 97%; for the
fiscal year ended May 31, 1995: 75%.

THE NON-U.S. EQUITY PORTFOLIO (International Equity Fund) -- For the fiscal year
ended October 31, 1994: 56%; for the fiscal year ended October 31, 1995: 59%.

THE EMERGING MARKETS EQUITY PORTFOLIO (Emerging Markets Equity Fund) -- For
the period November 15, 1993 (commencement of operations) through October 31,
1994: 27.48%; for the fiscal year ended October 31, 1995: 41.31%.

THE EUROPEAN EQUITY PORTFOLIO (European Equity Fund) -- For the period March 28,
1995 (commencement of operations) through December 31, 1995: 36%

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THE JAPAN EQUITY PORTFOLIO (Japan Equity Fund) -- For the period March 28, 1995
(commencement of operations) through December 31, 1995: 60%

THE ASIA GROWTH PORTFOLIO (Asia Growth Fund) -- For the period April 5, 1995
(commencement of operations) through December 31, 1995: 70%.

INVESTMENT RESTRICTIONS

The investment restrictions below have been adopted by the Trust with
respect to each Fund and by each corresponding Portfolio. Except where otherwise
noted, these investment restrictions are "fundamental" policies which, under the
1940 Act, may not be changed without the vote of a majority of the outstanding
voting securities of the Fund or Portfolio, as the case may be. A "majority of
the outstanding voting securities" is defined in the 1940 Act as the lesser of
(a) 67% or more of the voting securities present at a meeting if the holders of
more than 50% of the outstanding voting securities are present or represented by
proxy, or (b) more than 50% of the outstanding voting securities. The percentage
limitations contained in the restrictions below apply at the time of the
purchase of securities. Whenever a Fund is requested to vote on a change in the
fundamental investment restrictions of its corresponding Portfolio, the Trust
will hold a meeting of Fund shareholders and will cast its votes as instructed
by the shareholders.

The investment restrictions of each Fund and its corresponding
Portfolio are identical, unless otherwise specified and except that each Fund
may invest all of its investable assets in another open-end management
investment company with the same investment objective, policies and restrictions
(such as the Fund's corresponding Portfolio). Accordingly, references below to a
Portfolio also include the Portfolio's corresponding Fund unless the context
requires otherwise.

The U.S. Fixed Income Portfolio may not:

1. Borrow money, except from banks for extraordinary or emergency
purposes and then only in amounts up to 30% of the value of the
Portfolio's total assets, taken at cost at the time of such borrowing
and except in connection with reverse repurchase agreements permitted
by Investment Restriction No. 8. , mortgage, pledge or hypothecate any
assets except in connection with any such borrowing in amounts up to
30% of the value of the Portfolio's net assets at the time of such
borrowing. The Portfolio will not purchase securities while borrowings
(including reverse repurchase agreements) exceed 5% of the Portfolio's
total assets. This borrowing provision

<PAGE>

facilitates the orderly sale of portfolio securities, for example, in
the event of abnormally heavy redemption requests. This provision is
not for investment purposes. Collateral arrangements for premium and
margin payments in connection with the Portfolio's hedging activities
are not deemed to be a pledge of assets;

2. Purchase the securities or other obligations of any one issuer if,
immediately after such purchase, more than 5% of the value of the
Portfolio's total assets would be invested in securities or other
obligations of any one such issuer. This limitation shall not apply to
securities issued or guaranteed by the U.S. Government, its agencies
or instrumentalities or to permitted investments of up to 25% of the
Portfolio's total assets;

3. Purchase the securities of an issuer if, immediately after such
purchase, the Portfolio owns more than 10% of the outstanding voting
securities of such issuer. This limitation shall not apply to
permitted investments of up to 25% of the Portfolio's total assets;

4. Purchase securities or other obligations of issuers conducting their
principal business activity in the same industry if, immediately after
such purchase the value of its investments in such industry would
exceed 25% of the value of the Portfolio's total assets. For purposes
of industry concentration, there is no percentage limitation with
respect to investments in U.S. Government securities;

5. Make loans, except through the purchase or holding of debt obligations
(including privately placed securities) or the entering into of
repurchase agreements, or loans of portfolio securities in accordance
with the Portfolio's investment objective and policies;

6. Purchase or sell puts, calls, straddles, spreads, or any combination
thereof, real estate, commodities, commodity contracts, except for the
Portfolio's interest in hedging activities as described under
"Investment Objectives and Policies"; or interests in oil, gas, or
mineral exploration or development programs. However, the Portfolio
may purchase debt obligations secured by interests in real estate or
issued by companies which invest in real estate or interests therein
including real estate investment trusts;

7. Purchase securities on margin, make short sales of securities, or
maintain a short position in securities, except in the course of the
Portfolio's hedging activities, unless at all times when a short
position is open the Portfolio owns an equal amount of such
securities, provided that this restriction shall not be deemed to be
applicable to the purchase or sale of when-issued securities or
delayed delivery securities;

<PAGE>

8. Issue any senior security, except as appropriate to evidence
indebtedness which constitutes a senior security and which the
Portfolio is permitted to incur pursuant to Investment Restriction No.
1 and except that the Portfolio may enter into reverse repurchase
agreements, provided that the aggregate of senior securities,
including reverse repurchase agreements, shall not exceed one-third of
the market value of the Portfolio's total assets, less liabilities
other than obligations created by reverse repurchase agreements. The
Portfolio's arrangements in connection with its hedging activities as
described in "Investment Objectives and Policies" shall not be
considered senior securities for purposes hereof;

9. Acquire securities of other investment companies, except as permitted
by the 1940 Act; or

10. Act as an underwriter of securities.

Each of the Selected U.S. Equity and U.S. Small Company Portfolios may
not:

1. Purchase the securities or other obligations of issuers conducting
their principal business activity in the same industry if, immediately
after such purchase the value of its investments in such industry
would exceed 25% of the value of the Portfolio's total assets. For
purposes of industry concentration, there is no percentage limitation
with respect to investments in U.S. Government securities;

2. Borrow money, except from banks for extraordinary or emergency
purposes and then only in amounts not to exceed 10% of the value of
the Portfolio's total assets, taken at cost, at the time of such
borrowing. Mortgage, pledge or hypothecate any assets except in
connection with any such borrowing and in amounts not to exceed 10% of
the value of the Portfolio's net assets at the time of such borrowing.
The Portfolio will not purchase securities while borrowings exceed 5%
of the Portfolio's total assets. This borrowing provision is included
to facilitate the orderly sale of portfolio securities, for example,
in the event of abnormally heavy redemption requests, and is not for
investment purposes. Collateral arrangements for premium and margin
payments in connection with the Portfolio's hedging activities are not
deemed to be a pledge of assets;

3. Purchase the securities or other obligations of any one issuer if,
immediately after such purchase, more than 5% of the value of the
Portfolio's total assets would be invested in securities or other
obligations of any one such issuer. This limitation shall not apply to
issues of the U.S. Government, its agencies or instrumentalities or to
permitted investments of up to 25% of the Portfolio's total assets;

4. Purchase the securities of an issuer if, immediately after such
purchase, the Portfolio owns more than 10% of the

<PAGE>

outstanding voting securities of such issuer. This limitation shall
not apply to permitted investments of up to 25% of the Portfolio's
total assets;

5. Make loans, except through the purchase or holding of debt obligations
(including privately placed securities), or the entering into of
repurchase agreements, or loans of portfolio securities in accordance
with the Portfolio's investment objective and policies (see
"Investment Objectives and Policies");

6. Purchase or sell puts, calls, straddles, spreads, or any combination
thereof, real estate, commodities, or commodity contracts, except for
the Portfolio's interests in hedging activities as described under
"Investment Objectives and Policies"; or interests in oil, gas, or
mineral exploration or development programs. However, the Portfolio
may purchase securities or commercial paper issued by companies which
invest in real estate or interests therein, including real estate
investment trusts;

7. Purchase securities on margin, make short sales of securities, or
maintain a short position, except in the course of the Portfolio's
hedging activities, provided that this restriction shall not be deemed
to be applicable to the purchase or sale of when-issued securities or
delayed delivery securities;

8. Acquire securities of other investment companies, except as permitted
by the 1940 Act;

9. Act as an underwriter of securities;

10. Issue any senior security, except as appropriate to evidence
indebtedness which the Portfolio is permitted to incur pursuant to
Investment Restriction No. 2. The Portfolio's arrangements in
connection with its hedging activities as described in "Investment
Objectives and Policies" shall not be considered senior securities for
purposes hereof; or

11. Purchase any equity security if, as a result, the Portfolio would then
have more than 5% of its total assets invested in securities of
companies (including predecessors) that have been in continuous
operation for fewer than three years.

The Non-U.S. Equity Portfolio may not:

1. Borrow money, except from banks for extraordinary or emergency
purposes and then only in amounts up to 30% of the value of the
Portfolio's net assets at the time of borrowing, and except in
connection with reverse repurchase agreements and then only in amounts
up to 33 1/3% of the value of the Portfolio's net assets; or purchase
securities while borrowings, including reverse repurchase agreements,
exceed 5% of the Portfolio's total assets. The Portfolio will not
mortgage, pledge or hypothecate

<PAGE>

any assets except in connection with any such borrowing and in amounts
not to exceed 30% of the value of the Portfolio's net assets at the
time of such borrowing;

4. Purchase the securities or other obligations of issuers conducting
their principal business activity in the same industry if, immediately
after such purchase, the value of its investments in such industry
would exceed 25% of the value of the Portfolio's total assets. For
purposes of industry concentration, there is no percentage limitation
with respect to investments in U.S. Government securities;

5. Make loans, except through the purchase or holding of debt obligations
(including restricted securities), or the entering into of repurchase
agreements, or loans of portfolio securities in accordance with the
Portfolio's investment objective and policies, see "Risk Factors and
Additional Investment Information" in the Prospectus and "Investment
Objectives and Policies" in this Statement of Additional Information;

6. Purchase or sell puts, calls, straddles, spreads, or any combination
thereof, real property, including limited partnership interests,
commodities, or commodity contracts, except for the Portfolio's
interests in hedging and foreign exchange activities as described
under "Risk Factors and Additional Investment Information" in the
Prospectus; or interests in oil, gas, mineral or other exploration or
development programs or leases. However, the Portfolio may purchase
securities or commercial paper issued by companies that invest in real
estate or interests therein including real estate investment trusts;

7. Purchase securities on margin, make short sales of securities, or
maintain a short position in securities, except to obtain such
short-term credit as necessary for the clearance of purchases and
sales of securities, provided that this restriction shall not be
deemed to apply to the purchase or sale of when-issued securities or
delayed delivery securities;

8. Acquire securities of other investment companies, except as permitted
by the 1940 Act;

<PAGE>

9. Act as an underwriter of securities, except insofar as the Portfolio
may be deemed to be an underwriter under the 1933 Act by virtue of
disposing of portfolio securities; or

10. Issue any senior security, except as appropriate to evidence
indebtedness which the Portfolio is permitted to incur pursuant to
Investment Restriction No. 1. The Portfolio's arrangements in
connection with its hedging activities as described in "Risk Factors
and Additional Investment Information" in the Prospectus shall not be
considered senior securities for purposes hereof.

Unless Sections 8(b)(1) and 13(a) of the 1940 Act or any SEC or SEC
staff interpretations thereof are amended or modified, each of the Emerging
Markets Equity, Asia Growth and European Equity Portfolios may not:

1. Purchase any security if, as a result, more than 25% of the value of
the Portfolio's total assets would be invested in securities of
issuers having their principal business activities in the same
industry. This limitation shall not apply to obligations issued or
guaranteed by the U.S. Government, its agencies or instrumentalities;

2. Borrow money, except that the Portfolio may (i) borrow money from
banks for temporary or emergency purposes (not for leveraging
purposes) and (ii) enter into reverse repurchase agreements for any
purpose; provided that (i) and (ii) in total do not exceed 33 1/3% of
the value of the Portfolio's total assets (including the amount
borrowed) less liabilities (other than borrowings). If at any time any
borrowings come to exceed 33 1/3% of the value of the Portfolio's
total assets, the Portfolio will reduce its borrowings within three
business days to the extent necessary to comply with the 33 1/3%
limitation;

3. With respect to 75% of its total assets, purchase any security if, as
a result, (a) more than 5% of the value of the Portfolio's total
assets would be invested in securities or other obligations of any one
issuer; or (b) the Portfolio would hold more than 10% of the
outstanding voting securities of that issuer. This limitation shall
not apply to Government securities (as defined in the 1940 Act);

4. Make loans to other persons, except through the purchase of debt
obligations, loans of portfolio securities and participation in
repurchase agreements;

5. Purchase or sell physical commodities or contracts thereon, unless
acquired as a result of the ownership of securities or instruments,
but the Portfolio may purchase or sell futures contracts or options
(including options on futures contracts, but excluding options or
futures contracts on physical commodities) and may enter into foreign
currency forward contracts;

<PAGE>

6. Purchase or sell real estate, but the Portfolio may purchase or sell
securities that are secured by real estate or issued by companies
(including real estate investment trusts) that invest or deal in real
estate;

7. Underwrite securities of other issuers, except to the extent the
Portfolio, in disposing of portfolio securities, may be deemed an
underwriter within the meaning of the 1933 Act; or

8. Issue senior securities, except as permitted under the 1940 Act or any
rule, order or interpretation thereunder.

Unless Sections 8(b)(1) and 13(a) of the 1940 Act or any SEC or SEC
staff interpretations thereof are amended or modified, each of the Non-U.S.
Fixed Income and Japan Equity Portfolios may not:

3. Make loans to other persons, except through the purchase of debt
obligations, loans of portfolio securities and participation in
repurchase agreements;

4. Purchase or sell physical commodities or contracts thereon, unless
acquired as a result of the ownership of securities or instruments,
but the Portfolio may purchase or sell futures contracts or options
(including options on futures contracts, but excluding options or
futures contracts on physical commodities) and may enter into foreign
currency forward contracts;

5. Purchase or sell real estate, but the Portfolio may purchase or sell
securities that are secured by real estate or issued by companies
(including real estate investment trusts) that invest or deal in real
estate;

6. Underwrite securities of other issuers, except to the extent the
Portfolio, in disposing of portfolio securities, may be deemed an
underwriter within the meaning of the 1933 Act; or

<PAGE>

7. Issue senior securities, except as permitted under the 1940 Act or any
rule, order or interpretation thereunder.

NON-FUNDAMENTAL INVESTMENT RESTRICTIONS - ALL PORTFOLIOS. The
investment restriction described below is not a fundamental policy of each
Portfolio and may be changed by the Portfolio's Trustees. This non-fundamental
investment policy requires that each Portfolio may not:

(i) acquire any illiquid securities, such as repurchase agreements with
more than seven days to maturity or fixed time deposits with a
duration of over seven calendar days, if as a result thereof, more
than 15% of the market value of the Portfolio's total assets would be
in investments that are illiquid.

NON-FUNDAMENTAL INVESTMENT RESTRICTIONS - NON-U.S. EQUITY PORTFOLIO.
The investment restrictions described below are not fundamental policies of the
Non-U.S. Equity Portfolio and may be changed by the Portfolio's Trustees. These
non-fundamental investment policies require that the Portfolio may not:

(i) purchase any equity security if, as a result, the Portfolio would then
have more than 5% of its total assets invested in securities of
companies (including predecessors) that have been in continuous
operation for fewer than three years; (ii) invest in warrants (other
than warrants acquired by the Portfolio as part of a unit or attached
to securities at the time of purchase) if, as a result, the
investments (valued at the lower of cost or market) would exceed 5% of
the value of the Portfolio's net assets or if, as a result, more than
2% of the Portfolio's net assets would be invested in warrants not
listed on a recognized U.S. or foreign stock exchange, to the extent
permitted by applicable state securities laws; or (iii) invest in any
securities issued by an issuer any of whose officers, directors,
trustees or security holders is an officer or Trustee of the
Portfolio, or is an officer of the Advisor, if after the Portfolio's
purchase of the securities of such issuer, one or more of such persons
owns beneficially more than 1/2 of 1% of the shares or securities, or
both, all taken at market value, of such issuer, and such persons
owning more than 1/2 of 1% of such shares or securities together own
beneficially more than 5% of such shares or securities, or both, all
taken at market value.

NON-FUNDAMENTAL INVESTMENT RESTRICTIONS - SELECTED U.S. EQUITY AND
U.S. SMALL COMPANY PORTFOLIOS. The investment restrictions described below are
not fundamental policies of these Portfolios and may be changed by the
Portfolios' Trustees. These non-fundamental investment policies require that
each of these Portfolios may not:

(i) invest in warrants (other than warrants acquired by the Portfolio as
part of a unit or attached to securities at the time of purchase) if,
as a result, the investments (valued at the lower of cost or market)
would exceed 5% of the value of the Portfolio's net assets or if, as a
result, more than 2% of the Portfolio's net assets would be invested
in warrants not listed on a recognized U.S. or foreign stock exchange,
to the extent permitted by applicable state securities laws;

<PAGE>

(ii) invest in any securities issued by an issuer any of whose officers,
directors, trustees or security holders is an officer or Trustee of
the Portfolio, or is an officer of the Advisor, if after the
Portfolio's purchase of the securities of such issuer, one or more of
such persons owns beneficially more than 1/2 of 1% of the shares or
securities, or both, all taken at market value, of such issuer, and
such persons owning more than 1/2 of 1% of such shares or securities
together own beneficially more than 5% of such shares or securities,
or both, all taken at market value;

(iii) invest in real estate limited partnership interests; or

(iv) invest in oil, gas or other mineral leases.

NON-FUNDAMENTAL INVESTMENT RESTRICTIONS - EMERGING MARKETS EQUITY, ASIA
GROWTH AND EUROPEAN EQUITY PORTFOLIOS. The investment restrictions described
below are not fundamental policies of these Portfolios and may be changed by the
Portfolios' Trustees. These non-fundamental investment policies require that
each of these Portfolios may not:

(i) Acquire securities of other investment companies, except as permitted
by the 1940 Act or any rule, order or interpretation thereunder, or in
connection with a merger, consolidation, reorganization, acquisition
of assets or an offer of exchange;

(ii) Purchase any security if, as a result, the Portfolio would then have
more than 5% of its total assets invested in securities of companies
(including predecessors) that have been in continuous operation for
fewer than three years;

(iii)Invest in warrants (other than warrants acquired by the Portfolio as
part of a unit or attached to securities at the time of purchase) if,
as a result, the investments (valued at the lower of cost or market)
would exceed 5% of the value of the Portfolio's net assets or if, as a
result, more than 2% of the Portfolio's net assets would be invested
in warrants not listed on a recognized U.S. or foreign stock exchange,
to the extent permitted by applicable state securities laws;

(iv) Sell any security short, unless it owns or has the right to obtain
securities equivalent in kind and amount to the securities sold or
unless it covers such short sales as required by the current rules or
positions of the SEC or its staff. Transactions in futures contracts
and options shall not constitute selling securities short;

<PAGE>

(v) Purchase securities on margin, but the Portfolio may obtain such short
term credits as may be necessary for the clearance of transactions;

(vi) Purchase or retain securities of any issuer if, to the knowledge of
the Portfolio, any of the Portfolio's officers or Trustees or any
officer of the Advisor individually owns more than 1/2 of 1% of the
issuer's outstanding securities and such persons owning more than 1/2
of 1% of such securities together beneficially own more than 5% of
such securities, all taken at market; or

(vii)Invest in real estate limited partnerships or purchase interests in
oil, gas or mineral exploration or development programs or leases.

NON-FUNDAMENTAL INVESTMENT RESTRICTIONS - Japan Equity Portfolio. The
investment restrictions described below are not fundamental policies of the
Japan Equity Portfolio and may be changed by the Portfolio's Trustees. These
non-fundamental investment policies require that the Portfolio may not:

(iii)Sell any security short, unless it owns or has the right to obtain
securities equivalent in kind and amount to the securities sold or
unless it covers such short sales as required by the current rules or
positions of the SEC or its staff. Transactions in futures contracts
and options shall not constitute selling securities short;

(iv) Purchase securities on margin, but the Portfolio may obtain such short
term credits as may be necessary for the clearance of transactions;

(v) Purchase or retain securities of any issuer if, to the knowledge of
the Portfolio, any of the Portfolio's officers or Trustees or any
officer of the Advisor individually owns more than 1/2 of 1% of the
issuer's outstanding securities and such persons owning more than 1/2
of 1% of such securities together beneficially own more than 5% of
such securities, all taken at market; or

(vi) Invest in real estate limited partnerships or purchase interests in
oil, gas or mineral exploration or development programs or leases.

<PAGE>

NON-FUNDAMENTAL INVESTMENT RESTRICTIONS - NON-U.S. FIXED INCOME
PORTFOLIO. The investment restrictions described below are not fundamental
policies of the Non-U.S. Fixed Income Portfolio and may be changed by the
Portfolio's Trustees. These non-fundamental investment policies require that the
Portfolio may not:

(iv) Purchase or retain securities of any issuer if, to the knowledge of
the Portfolio, any of the Portfolio's officers or Trustees or any
officer of the Advisor individually owns more than 1/2 of 1% of the
issuer's outstanding securities and such persons owning more than 1/2
of 1% of such securities together beneficially own more than 5% of
such securities, all taken at market;

(v) Purchase securities on margin, but the Portfolio may obtain such short
term credits as may be necessary for the clearance of transactions; or

(vi) Invest in real estate limited partnerships or purchase interests in
oil, gas or mineral exploration or development programs or leases.

ALL PORTFOLIOS. There will be no violation of any investment
restriction if that restriction is complied with at the time the relevant action
is taken notwithstanding a later change in market value of an investment, in net
or total assets, in the securities rating of the investment or any other later
change.

TRUSTEES AND OFFICERS

The Trustees of the Trust and the Trustees of the Portfolios, their
business addresses and their principal occupations during the past five years
are set forth below. An

<PAGE>

asterisk indicates that a Trustee is an "interested person" (as defined in the
1940 Act) of the Trust or the Portfolios, as the case may be.

TRUSTEES OF THE TRUST

JOHN C. COX*--Trustee; Nomura Professor of Finance, Massachusetts
Institute of Technology (since 1983); Director, Asset Specialization Corporation
(since May, 1992); Director, Nomura Asset Securities Corporation (since May,
1992); Fellow, Econometric Society (since December, 1990); Director, Nomura
Mortgage Capital Corporation (since 1989); Director, American Finance
Association (prior to 1993); Consultant J.P. Morgan Investment Management Inc.
("J.P. Morgan") (since 1985). His address is 15 Stony Brook Road, Weston,
Massachusetts 02193.

JOHN R. RETTBERG--Trustee; retired; Consultant, Northrop Grumman
Corporation ("Northrop") (since January, 1995); Corporate Vice President and
Treasurer, Northrop (prior to January, 1995); Director, Independent Colleges of
Southern California (prior to 1994); Director, Junior Achievement (prior to
1993). His address is 79-165 Montego Bay Drive, Bermuda Dunes, California 92201.

JOHN F. RUFFLE*--Trustee; retired; Consultant, J.P. Morgan (since June,
1993); Director and Vice Chairman of J.P. Morgan (prior to June, 1993);
Director, Trident Corporation (since April, 1994); Director, Bethlehem Steel
Corporation (since September, 1990); Trustee, Johns Hopkins University (since
April, 1990); Trustee, Overlook Hospital Foundation (since April, 1990);
Director, Student Loan Marketing Association (since April, 1990).
His address is 34 Wynwood Road, Chatham, New Jersey 07928-1731.

KENNETH WHIPPLE, JR.--Trustee; Executive Vice President, Ford Motor
Company, President, Ford Financial Services Group, and Director, Ford Motor
Credit Company (since 1988); Director and President, Ford Holdings, Inc. (since
1989); Director, CMS Energy Corporation and Consumers Power Company (since
January, 1993); Director, Detroit Country Day School (since January, 1993);
Director Granite Management Corporation (formerly First Nationwide Financial
Corporation) and Granite Savings Bank (formerly First Nationwide Bank) (since
1988); Director, United Way of Southeastern Michigan (since 1988); Director, USL
Capital Corporation (since 1988); Chairman, Director and First Vice President,
WTVS-TV (since 1988). His address is 1115 Country Club Drive, Bloomfield Hills,
Michigan 48304.

JOHN BAUMGARDNER*--Trustee; Partner, Sullivan & Cromwell (law firm)
(since 1983); Supervisory Director, The Turkish Private Equity Investment
Company, N.V. (1991-1993).

Each Trustee of the Trust is paid a $16,000 annual fee for serving as
Trustee of the Trust and is reimbursed for expenses incurred in connection with
service as a Trustee. The Trustees may hold various other directorships
unrelated to the Trust. The Trustees of the Trust, in addition to reviewing
actions of the Trust's various service providers, decide upon matters of general
policy.

<PAGE>

TRUSTEES OF THE PORTFOLIOS

FREDERICK S. ADDY--Trustee; Retired; Executive Vice President and
Chief Financial Officer from January 1990 to April 1994, Amoco Corporation. His
address is 5300 Arbutus Cove, Austin, TX 78746.

WILLIAM G. BURNS--Trustee; Retired, Former Vice Chairman, Nynex. His
address is 2200 Alaqua Drive, Longwood, FL 32779.

ARTHUR C. ESCHENLAUER--Trustee; Retired; Senior Vice President, Morgan
Guaranty Trust Company of New York until 1987. His address is 14 Alta Vista
Drive, RD #2, Princeton, NJ 08540.

MATTHEW HEALEY*--Trustee and Chairman of the Board of
Trustees; Chairman, Pierpont Group, Inc., since 1989. His address is Pine Tree
Club Estates, 10286 Saint
Andrews Road, Boynton Beach, FL 33436.

MICHAEL P. MALLARDI--Trustee; Senior Vice President, Capital
Cities/ABC, Inc., President, Broadcast Group, since 1986. His
address is 77 West 66th Street, New York, NY 10017.

Each Trustee of the Portfolios is paid an annual fee as follows for
serving as Trustee of The Pierpont Funds, The JPM Institutional Funds, the
Portfolios and the other portfolios in which these funds invest, and is
reimbursed for any expenses incurred in connection with service as a Trustee.
The Trustees may hold various other directorships unrelated to the Portfolios.

<TABLE>
<S> <C> <C> <C> <C>
PENSION OR TOTAL COMPENSATION FROM
AGGREGATE RETIREMENT THE PORTFOLIOS, JPM
COMPENSATION BENEFITS ESTIMATED INSTITUTIONAL AND
FROM THE TRUST ACCRUED AS PART ANNUAL BENEFITS PIERPONT FUNDS PAID TO
DURING 1995 OF FUND EXPENSES UPON RETIREMENT TRUSTEES DURING 1995

Frederick S. Addy, Trustee N/A None None $62,500

William G. Burns, Trustee N/A None None $62,500

Arthur C. Eschenlauer, Trustee N/A None None $62,500
Trustee

Matthew Healey, Trustee,
Chairman and Chief Executive
Officer (*) N/A None None $62,500

Michael P. Mallardi, Trustee N/A None None $62,500

- ------------------------------------
(*) During 1995, Pierpont Group, Inc. paid Mr. Healey, in his role as
Chairman of Pierpont Group, Inc., compensation in the amount of $140,000,
contributed $21,000 to a defined contribution plan on his behalf, and paid
$20,000 in insurance premiums for his benefit.
</TABLE>
41

<PAGE>

As of April 1, 1995 the annual fee paid to each Trustee for serving as
a Trustee of each of the Portfolios, The JPM Institutional Funds, The Pierpont
Funds and other registered investment companies in which series of the JPM
Institutional Funds invest was adjusted to $65,000.

The Portfolios' Trustees, in addition to reviewing actions of the
Portfolios' various service providers, decide upon matters of general policy.
Each of the Portfolios has entered into a Fund Services Agreement with Pierpont
Group, Inc. to assist the Trustees in exercising their overall supervisory
responsibilities over the affairs of the Portfolios. Pierpont Group, Inc. was
organized in July 1989 to provide services for The Pierpont Family of Funds, and
the Trustees of the Portfolios are the shareholders of Pierpont Group, Inc. The
Portfolios have agreed to pay Pierpont Group, Inc. a fee in an amount
representing its reasonable costs in performing these services. These costs are
periodically reviewed by the Portfolios' Trustees. The aggregate fees paid by
each Portfolio during the indicated fiscal years are set forth below:

U.S. FIXED INCOME PORTFOLIO--For the fiscal year ended October 31, 1994:
$23,028; for the fiscal year ended October 31, 1995: $40,729.

NON-U.S. FIXED INCOME PORTFOLIO--For the period October 11, 1994 (commencement
of operations) through September 30, 1995: $20,446.

SELECTED U.S. EQUITY PORTFOLIO--For the period July 19, 1993 (commencement of
opertaions) through May 31, 1994: $20,385; for the fiscal year ended May 31,
1995: $52,948.

U.S. SMALL COMPANY PORTFOLIO--For the period July 19, 1993 (commencement of
operations) through May 31, 1994: $33,435; for the fiscal year ended May 31,
1995: $62,256.

NON-U.S. EQUITY PORTFOLIO--For the fiscal year ended October 31, 1994: $32,512;
for the fiscal year ended October 31, 1995: $48,442.

EMERGING MARKETS EQUITY PORTFOLIO--For the period November 13, 1993
(commencement of operations) through October 31, 1994: $42,764; for the fiscal
year ended October 31, 1995: $53,162.

<PAGE>

ASIA GROWTH PORTFOLIO--For the period April 5, 1995 (commencement of operations)
through December 31, 1995: $4,788.

EUROPEAN EQUITY PORTFOLIO--For the period March 28, 1995 (commencement of
operations) through December 31, 1995: $19,953.

JAPAN EQUITY PORTFOLIO--For the period March 28, 1995 (commencement of
operations) through December 31, 1995: $21,727.

OFFICERS

The Trust's and Portfolios' executive officers (listed below), other
than the Chief Executive Officer of the Portfolios, are provided and compensated
by Signature Broker-Dealer Services, Inc. ("SBDS"), a wholly owned subsidiary of
Signature Financial Group, Inc. ("Signature"). The officers conduct and
supervise the business operations of the Trust and the Portfolios. The Trust and
the Portfolios have no employees.

The officers of the Trust and the Portfolios and their principal
occupations during the past five years are set forth below. Unless otherwise
specified, each officer holds the same position with the Trust and each
Portfolio. The business address of each of the officers unless otherwise noted
is Signature Broker-Dealer Services, Inc., 6 St. James Avenue, Boston,
Massachusetts 02116.

MATTHEW HEALEY; Chief Executive Officer of the Portfolios; Chairman,
Pierpont Group, Inc., since 1989 . His address is Pine Tree Club Estates, 10286
Saint Andrews Road, Boynton Beach, FL 33436.

PHILIP W. COOLIDGE; President; Chairman, Chief Executive Officer and
President, Signature since December 1988 and SBDS since April 1989.

DAVID G. DANIELSON; Assistant Treasurer; Assistant Manager, Signature
since May 1991; Graduate Student, Northeastern University from April 1990 to
March 1991.

JOHN R. ELDER; Treasurer; Vice President, Signature (since April
1995); Treasurer, Phoenix Family of Mutual Funds (Phoenix Home Life Mutual
Insurance Company) (from 1983 to March 1995).

LINDA T. GIBSON; Assistant Secretary; Legal Counsel and Assistant
Secretary, Signature since June 1991; Assistant Secretary, SBDS since November
1992; law student, Boston University School of Law prior to May 1992.

<PAGE>

JAMES E. HOOLAHAN; Vice President; Senior Vice President, Signature
since December 1989.

SUSAN JAKUBOSKI; Assistant Secretary and Assistant Treasurer of the
Portfolios; Manager and Senior Fund Administrator, Signature and Signature
(Cayman) (since August 1994); Assistant Treasurer, SBDS (since September 1994);
Fund Compliance Administrator, Concord Financial Group, Inc. (from November 1990
to August 1994); Senior Fund Accountant, Neuberger & Berman Management
Incorporated (since prior to 1990). Her address is P.O. Box 2494, Elizabethan
Square, George Town, Grand Cayman, Cayman Islands, B.W.I.

THOMAS M. LENZ; Secretary; Vice President and Associate General
Counsel, Signature since November 1989; Assistant Secretary, SBDS since February
1991.

MOLLY S. MUGLER; Assistant Secretary; Legal Counsel and Assistant
Secretary, Signature since December 1988; Assistant Secretary, SBDS since April
1989.

ANDRES E. SALDANA; Assistant Secretary; Legal Counsel and Assistant
Secretary, Signature since November 1992; Assistant Secretary, SBDS since
September 1993; Attorney, Ropes & Gray from September 1990 to November 1992.

DANIEL E. SHEA; Assistant Treasurer; Assistant Manager of Fund
Administration, Signature since November 1993; Supervisor and Senior Technical
Advisor, Putnam Investments since prior to 1990.

Messrs. Coolidge, Danielson, Elder, Hoolahan, Lenz, Saldana and Shea
and Mss. Gibson, Mugler and Jakuboski hold similar positions for other
investment companies for which SBDS or an affiliate serves as principal
underwriter.

INVESTMENT ADVISOR

The investment advisor to the Portfolios is Morgan Guaranty Trust
Company of New York, a wholly owned subsidiary of J.P. Morgan & Co. Incorporated
("J.P. Morgan"), a bank holding company organized under the laws of the State of
Delaware. Morgan, whose principal offices are at 60 Wall Street, New York, New
York 10260, is a New York trust company which conducts a general banking and
trust business. Morgan is subject to regulation by the New York State Banking
Department and is a member bank of the Federal Reserve System. Through offices
in New York City and abroad, Morgan offers a wide range of services, primarily
to governmental, institutional, corporate and high net worth individual
customers in the United States and throughout the world.

<PAGE>

J.P. Morgan, through the Advisor and other subsidiaries, acts as
investment advisor to individuals, governments, corporations, employee benefit
plans, mutual funds and other institutional investors with combined assets under
management of approximately $179 billion (of which the Advisor advises over $28
billion).

J.P. Morgan has a long history of service as adviser, underwriter and
lender to an extensive roster of major companies and as a financial advisor to
national governments. The firm, through its predecessor firms, has been in
business for over a century and has been managing investments since 1913.

The basis of Morgan's investment process is fundamental investment
research as the firm believes that fundamentals should determine an asset's
value over the long term. J.P. Morgan currently employs over 100 full time
research analysts, among the largest research staffs in the money management
industry, in its investment management divisions located in New York, London,
Tokyo, Frankfurt, Melbourne and Singapore to cover companies, industries and
countries on site. In addition, the investment management divisions employ
approximately 300 capital market researchers, portfolio managers and traders.
The conclusions of the equity analysts' fundamental research is quantified into
a set of projected returns for individual companies through the use of a
dividend discount model. These returns are projected for 2 to 5 years to enable
analysts to take a longer term view. These returns, or normalized earnings, are
used to establish relative values among stocks in each industrial sector. These
values may not be the same as the markets' current valuations of these
companies. This provides the basis for ranking the attractiveness of the
companies in an industry according to five distinct quintiles or rankings. This
ranking is one of the factors considered in determining the stocks purchased and
sold in each sector. The Advisor's fixed income investment process is based on
analysis of real rates, sector diversification and quantitative and credit
analysis.

The investment advisory services the Advisor provides to the Portfolios
are not exclusive under the terms of the Advisory Agreements. The Advisor is
free to and does render similar investment advisory services to others. The
Advisor serves as investment advisor to personal investors and other investment
companies and acts as fiduciary for trusts, estates and employee benefit plans.
Certain of the assets of trusts and estates under management are invested in
common trust funds for which the Advisor serves as trustee. The accounts which
are managed or advised by the Advisor have varying investment objectives and the
Advisor invests assets of such accounts in investments substantially similar to,
or the same as, those which are expected to constitute the principal investments
of the Portfolios. Such accounts are supervised by officers and employees of the
Advisor who may also be acting in similar capacities for the Portfolios. See
"Portfolio Transactions."

<PAGE>

Sector weightings are generally similar to a fund's benchmark with the
emphasis on security selection as the method to achieve investment performance
superior to the benchmark. The benchmarks for the Portfolios in which the Funds
invest are currently: The U.S. Fixed Income Portfolio--Salomon Brothers Broad
Investment Grade Bond Index; The Non-U.S. Fixed Income Portfolio--Salomon
Brother Non-U.S. World Government Bond Index; The Selected U.S. Equity
Portfolio--S&P 500 Index; The U.S. Small Company Portfolio--Russell 2500 Index;
The Non-U.S. Equity Portfolio--EAFE Index; The Emerging Markets Equity
Portfolio--MSCI Emerging Markets Free Index; The European Equity Portfolio--the
MSCI Europe Index; The Japan Equity Portfolio--the TOPIX; and The Asia Growth
Portfolio--the MSCI indexes for Hong Kong and Singapore and the International
Finance Corporation Investable indexes for China, Indonesia, Malaysia,
Philippines, South Korea, Taiwan and Thailand.

J.P. Morgan Investment Management Inc., a wholly owned subsidiary of
J.P. Morgan, is a registered investment adviser under the Investment Advisers
Act of 1940, as amended, which manages employee benefit funds of corporations,
labor unions and state and local governments and the accounts of other
institutional investors, including investment companies. Certain of the assets
of employee benefit accounts under its management are invested in commingled
pension trust funds for which the Advisor serves as trustee. J.P. Morgan
Investment Management Inc. advises the Advisor on investment of the commingled
pension trust funds.

The Portfolios are managed by officers of the Advisor who, in acting
for their customers, including the Portfolios, do not discuss their investment
decisions with any personnel of J.P. Morgan or any personnel of other divisions
of the Advisor or with any of its affiliated persons, with the exception of J.P.
Morgan Investment Management Inc. See "Portfolio Transactions" below for a
description of services provided to the Portfolios by J.P.
Morgan Investment Management Inc.

As compensation for the services rendered and related expenses such as
salaries of advisory personnel borne by the Advisor under the Advisory
Agreements, the Portfolio corresponding to each Fund has agreed to pay the
Advisor a fee, which is computed daily and may be paid monthly, equal to the
annual rates of each Portfolio's average daily net assets shown below.

PORTFOLIO FEE RATE

U.S. FIXED INCOME 0.30%

NON-U.S. FIXED INCOME 0.35%

SELECTED U.S. EQUITY 0.40%

U.S. SMALL COMPANY 0.60%

NON-U.S. EQUITY 0.60%

EMERGING MARKETS EQUITY 1.00%

ASIA GROWTH 0.80%

EUROPEAN EQUITY 0.65%

JAPAN EQUITY 0.65%

<PAGE>

The table below sets forth for each Fund listed the advisory fees paid
by its corresponding Portfolio to the Advisor for the fiscal periods indicated.
See "Expenses" in the Prospectus and below for applicable expense limitations.

U.S. FIXED INCOME PORTFOLIO (U.S. FIXED INCOME FUND)--For the period July 12,
1993 (commencement of operations) through October 31, 1993: $119,488. For the
fiscal year ended October 31, 1994: $699,081. For the fiscal year ended October
31, 1995: $1,339,147.

NON-U.S. FIXED INCOME PORTFOLIO (INTERNATIONAL FIXED INCOME FUND)--For the
period October 11, 1994 (commencement of operations) through September 30, 1995:
$782,748.

SELECTED U.S. EQUITY PORTFOLIO (U.S. EQUITY FUND)--For the period July 19, 1993
(commencement of operations) through May 31, 1994: $1,263,048. For the fiscal
year ended May 31, 1995: $2,025,936.

U.S. SMALL COMPANY PORTFOLIO (U.S. SMALL CAP EQUITY FUND)--For the period July
19, 1993 (commencement of operations) through May 31, 1994: $2,912,670. For the
fiscal year ended May 31, 1995: $3,514,331.

NON-U.S. EQUITY PORTFOLIO (INTERNATIONAL EQUITY FUND)--For the period October 4,
1993 (commencement of operations) through October 31, 1993: $78,550. For the
fiscal year ended October 31, 1994: $1,911,202. For the fiscal year ended
October 31, 1995: $3,174,965.

EMERGING MARKETS EQUITY PORTFOLIO (EMERGING MARKETS EQUITY FUND)--For the period
November 15, 1993 (commencement of operations) through October 31, 1994:
$4,122,465. For the fiscal year ended October 31, 1995: $5,713,506.

ASIA GROWTH PORTFOLIO--For the period April 5, 1995 (commencement of
operations) through December 31, 1995: $528,956.

EUROPEAN EQUITY PORTFOLIO--For the period March 28, 1995 (commencement of
operations) through December 31, 1995: $1,675,355.

47
<PAGE>

JAPAN EQUITY PORTFOLIO--For the period March 28, 1995 (commencement of
operations) through December 31, 1995: $1,777,126.

The Investment Advisory Agreements provide that they will continue in
effect for a period of two years after execution only if specifically approved
thereafter annually in the same manner as the Distribution Agreement. See
"Administrator and Distributor" below. Each of the Investment Advisory
Agreements will terminate automatically if assigned and is terminable at any
time without penalty by a vote of a majority of the Portfolio's Trustees, or by
a vote of the holders of a majority of the Portfolio's outstanding voting
securities, on 60 days' written notice to the Advisor and by the Advisor on 90
days' written notice to the Portfolio. See "Additional Information."

The Glass-Steagall Act and other applicable laws generally prohibit
banks such as Morgan from engaging in the business of underwriting or
distributing securities, and the Board of Governors of the Federal Reserve
System has issued an interpretation to the effect that under these laws a bank
holding company registered under the federal Bank Holding Company Act or certain
subsidiaries thereof may not sponsor, organize or control a registered open-end
investment company continuously engaged in the issuance of its shares, such as
the Trust. The interpretation does not prohibit a holding company or a
subsidiary thereof from acting as investment advisor and custodian to such an
investment company. Morgan believes that it may perform the services for the
Portfolios contemplated by the Advisory Agreements without violation of the
Glass-Steagall Act or other applicable banking laws or regulations. State laws
on this issue may differ from the interpretation of relevant federal law, and
banks and financial institutions may be required to register as dealers pursuant
to state securities laws. However, it is possible that future changes in either
federal or state statutes and regulations concerning the permissible activities
of banks or trust companies, as well as further judicial or administrative
decisions and interpretations of present and future statutes and regulations,
might prevent Morgan from continuing to perform such services for the
Portfolios.

If Morgan were prohibited from acting as investment advisor to any
Portfolio, it is expected that the Trustees of the Portfolio would recommend to
investors that they approve the Portfolio's entering into a new investment
advisory agreement with another qualified investment advisor selected by the
Trustees.

Under separate agreements, Morgan also provides certain financial, fund
accounting and administrative services to the Trust and the Portfolios and
shareholder services for the Trust (see "Services Agent").

<PAGE>

ADMINISTRATOR AND DISTRIBUTOR

SBDS serves as the Trust's exclusive Distributor and holds itself
available to receive purchase orders for each of the Fund's shares. In that
capacity, SBDS has been granted the right, as agent of the Trust, to solicit and
accept orders for the purchase of each of the Fund's shares in accordance with
the terms of the Distribution Agreement between the Trust and SBDS. The
Distribution Agreement shall continue in effect with respect to each of the
Funds for a period of two years after execution only if it is approved at least
annually thereafter (i) by a vote of the holders of a majority of the Fund's
outstanding shares or by its Trustees and (ii) by a vote of a majority of the
Trustees of the Trust who are not "interested persons" (as defined by the 1940
Act) of the parties to the Distribution Agreement, cast in person at a meeting
called for the purpose of voting on such approval (see "Trustees and Officers").
The Distribution Agreement will terminate automatically if assigned by either
party thereto and is terminable at any time without penalty by a vote of a
majority of the Trustees of the Trust, a vote of a majority of the Trustees who
are not "interested persons" of the Trust, or by a vote of the holders of a
majority of the Fund's outstanding shares as defined under "Additional
Information," in any case without payment of any penalty on not more than 60
days' nor less than 30 days' written notice to the other party. The principal
offices of SBDS are located at 6 St. James Avenue, Boston, Massachusetts 02116.

SBDS also serves as the Trust's and the Portfolios' Administrator and
in that capacity administers and manages all aspects of the Funds' and the
Portfolios' day-to-day operations subject to the supervision of the Trustees,
except as set forth under Investment Advisor, Services Agent and Custodian. In
connection with its responsibilities as Administrator, SBDS (i) furnishes
ordinary clerical and related services for day-to-day operations including
certain record keeping responsibilities; (ii) takes responsibility for
compliance with all applicable federal and state securities and other regulatory
requirements including, without limitation, preparing and mailing and filing
(but not paying for) registration statements, prospectuses, statements of
additional information, and proxy statements and all required reports to the
Trust's shareholders, the SEC, the Secretary of The Commonwealth of
Massachusetts, and state securities commissions; (iii) is responsible for the
registration of sufficient Fund shares under federal and state securities laws;
(iv) takes responsibility for monitoring each Fund's status as a regulated
investment company under the Code; and (v) performs such administrative and
managerial oversight of the activities of the Trust's and the Portfolios'
custodian and transfer agent as the respective Trustees may direct from time to
time.

Under the Trust's and the Portfolios' Administration Agreements, each
Fund and its corresponding Portfolio has agreed to pay SBDS a fee equal to its
proportionate share of an annual complex-wide charge. This charge is calculated
daily based on the aggregate net assets of the Portfolios and the other

<PAGE>

portfolios (collectively the "Master Portfolios") in which series of the Trust,
The Pierpont Funds or The JPM Institutional Funds invest. This charge is
calculated daily in accordance with the following annual schedule: 0.03% of the
first $7 billion of the Master Portfolios' aggregate average daily net assets,
and 0.01% of the Master Portfolios' average daily net assets in excess of $7
billion. The portion of this charge payable by a Fund or its corresponding
Portfolio is determined by the proportionate share that its net assets bear to
the total net assets of the Trust, The Pierpont Funds, The JPM Institutional
Funds and the Master Portfolios.

Below are set forth for each Portfolio the administrative fees paid to
the Administrator for the fiscal periods indicated. Under the terms of the
Trust's Services Agreement with Morgan, the compensation of the Administrator
for its services to the Trust is covered by the fees described under "Services
Agent" below. See "Expenses" in the Prospectus and below for applicable expense
limitations.

U.S. FIXED INCOME PORTFOLIO--For the period July 12, 1993 (commencement of
operations) through October 31, 1993: $950. For the fiscal year ended October
31, 1994: $16,107. For the fiscal year ended October 31, 1995: $27,436.

NON-U.S. FIXED INCOME PORTFOLIO--For the period October 11, 1994 (commencement
of operations) through September 30, 1995: $13,862.

SELECTED U.S. EQUITY PORTFOLIO--For the period July 19, 1993 (commencement of
operations) through May 31, 1994: $19,348. For the fiscal year ended May 31,
1995: $32,670

U.S. SMALL COMPANY PORTFOLIO--For the period July 19, 1993 (commencement of
operations) through May 31, 1994: $30,420. For the fiscal year ended May 31,
1995: $38,215.

NON-U.S. EQUITY PORTFOLIO--For the period October 4, 1993 (commencement of
operations) through October 31, 1993: $1,005. For the fiscal year ended October
31, 1994: $22,024. For the fiscal year ended October 31, 1995: $31,500.

EMERGING MARKETS EQUITY PORTFOLIO-- For the period November 15, 1993
(commencement of operations) through October 31, 1994: $30,828. For the fiscal
year ended October 31, 1995: $35,189.

ASIA GROWTH PORTFOLIO--For the period April 5, 1995 (commencement of operations)
through December 31, 1995: $4,037.

EUROPEAN EQUITY PORTFOLIO--For the period March 28, 1995 (commencement of
operations) through December 31, 1995: $15,623.

JAPAN EQUITY PORTFOLIO--For the period March 28, 1995 (commencement of
operations) through December 31, 1995: $17,418.

<PAGE>

The Administration Agreements may be renewed or amended by the
respective Trustees without a shareholder vote. The Administration Agreements
are terminable at any time without penalty by a vote of a majority of the
Trustees of the Trust or the Portfolios, as applicable, on not more than 60
days' written notice nor less than 30 days' written notice to the other party.
The Administrator may subcontract for the performance of its obligations under
the Administration Agreements only if the Trustees approve such subcontract and
find the subcontracting party to be qualified to perform the obligations sought
to be subcontracted, provided, however, that unless the Trust or the Portfolios,
as applicable, expressly agrees in writing, the Administrator shall be fully
responsible for the acts and omissions of any subcontractor as it would for its
own acts or omissions.

SERVICES AGENT

The Trust and the Portfolios have entered into a Services Agreement and
Administrative Services Agreements (the "Services Agreements"), respectively,
with Morgan pursuant to which Morgan is responsible for certain financial, fund
accounting and administrative services provided to the Funds and Portfolios. The
services to be provided by Morgan as Services Agent under the Services
Agreements include, but are not limited to, monitoring the fund and shareholder
accounting activities of the Custodian, assisting the Administrator in preparing
tax returns, reviewing financial reports, coordinating annual audits, assisting
in the development of budgets, overseeing preparation of tax information for
Fund shareholders, monitoring the fund accounting activities and daily
partnership allocation, and providing other related services as applicable to
the Funds or the Portfolios.

Under the Services Agreement with the Trust, Morgan is also responsible
for performing shareholder account administrative and servicing functions for
each Fund, which includes, but is not limited to, answering inquiries regarding
account status and history, the manner in which purchases and redemptions of
Fund shares may be effected, and certain other matters pertaining to the Funds;
assisting customers in designating and changing dividend options, account
designations and addresses; providing necessary personnel and facilities to
coordinate the establishment and maintenance of shareholder accounts and records
with the Funds' transfer agent; transmitting purchase and redemption orders to
the Funds' transfer agent and arranging for the wiring or other transfer of
funds to and from customer accounts in connection with orders to purchase or
redeem Fund shares; verifying purchase and redemption orders, transfers among
and changes in accounts; informing the Distributor of the gross amount of
purchase orders for Fund shares; and providing other related services.

<PAGE>

In addition, Morgan is responsible for the annual costs to the Funds of
certain usual and customary expenses incurred by the Funds (the "expense
undertaking"). The expenses covered by the expense undertaking include, but are
not limited to, transfer, registrar, and dividend disbursing costs, legal and
accounting expenses, the fees of the Administrator for services to the Trust,
the cost of any liability insurance or fidelity bonds, the compensation and
expenses of the Trust's Trustees, the expenses of printing and mailing reports,
notices and proxies to Fund shareholders, interest charges, membership dues in
the Investment Company Institute allocable to the Funds, shareholder meeting
fees and registration fees under federal or state securities laws. When the
Funds pay these expenses directly, such amounts will be deducted from the fees
to be paid to Morgan under the Trust's Services Agreement. If such amounts are
more than the amount of Morgan's fees under the agreement, Morgan will reimburse
the applicable Fund for such excess amounts.

Under the Trust's Services Agreement, the administration and operation
expenses of each Fund not covered by the expense undertakings, and for which
each Fund is responsible, include the Trust's services agent fee, organization
expenses and extraordinary expenses as defined in the Services Agreement, which
includes litigation and indemnification expenses and material increases in
expenses due to occurrences such as significant increases in the fee schedules
of service providers or significant decreases in a Fund's asset level due to
changes in tax or other laws or other extraordinary occurrences outside of the
ordinary course of a Fund's business.

The Trust's Services Agreement provides for each Fund to pay Morgan a
fee for these services which is computed daily and may be paid monthly at the
following annual rates of average daily net assets: U.S. Fixed Income Fund,
0.60%; International Fixed Income Fund, 0.68%; U.S. Equity and U.S. Small Cap
Equity Funds, 0.69%; International Equity Fund, 0.76%; Emerging Markets Equity
Fund, 0.77%; and Asia Growth, European Equity and Japan Equity Funds, 0.75%. As
noted immediately above, these fee levels reflect payments made directly to
third parties by each of the Funds for expenses covered by the expense
undertaking, as well as payments to Morgan for services rendered under the
agreement. The Trust's Trustees regularly review amounts paid to and accounted
for by Morgan pursuant to this agreement. See "Expenses" in the Prospectuses and
below for applicable expense limitations.

Under the Portfolios' Services Agreements effective December 29, 1995,
each Portfolio has agreed to pay to Morgan a fee equal to its proportionate
share of an annual complex-wide charge. This charge is calculated daily based on
the aggregate net assets of the Master Portfolios in which series of the Trust,
The Pierpont Funds or The JPM Institutional Funds invest. This charge is
calculated in accordance with the following annual schedule: 0.06% on the first
$7 billion of the Master Portfolios' aggregate average daily net assets, and
0.03% of the

<PAGE>

Master Portfolios' aggregate average daily net assets in excess of $7 billion.
The portion of this charge payable by each Portfolio is determined by the
proportionate share that its net assets bear to the total of the net assets of
the Trust, The Pierpont Funds, The JPM Institutional Funds, the Master
Portfolios and other investors in the Master Portfolios for which Morgan
provides similar services.

Prior to December 29, 1995, each Portfolio had entered into an
agreement with Morgan, the provisions of which included the activities described
above and, prior to September 1, 1995, also included reimbursement of the
Portfolio's usual and customary expenses. Below are set forth for each Portfolio
the fees paid to Morgan, net of fee waivers and reimbursements, as services
agent.

THE U.S. FIXED INCOME PORTFOLIO -- For the fiscal year ended October 31, 1995:
$167,081.

THE NON-U.S. FIXED INCOME PORTFOLIO -- For the period October 11, 1994
(commencement of operations) through September 30, 1995: $156,367.

THE SELECTED U.S. EQUITY PORTFOLIO-- For the fiscal year ended May 31, 1995:
$236,537.

THE U.S. SMALL COMPANY PORTFOLIO -- For the fiscal year ended May 31, 1995:
$241,373.

THE NON-U.S. EQUITY PORTFOLIO -- For the fiscal year ended October 31, 1995:
$349,443.

THE EMERGING MARKETS EQUITY PORTFOLIO -- For the fiscal year ended October 31,
1995: $337,050.

ASIA GROWTH PORTFOLIO--For the period April 5, 1995 (commencement of operations)
through December 31, 1995: $21,823.

EUROPEAN EQUITY PORTFOLIO--For the period March 28, 1995 (commencement of
operations) through December 31, 1995: $128,335.

JAPAN EQUITY PORTFOLIO--For the period March 28, 1995 (commencement of
operations) through December 31, 1995: $147,974.

Under the Services Agreements, Morgan may delegate one or more of its
responsibilities to other entities, including SBDS, at Morgan's expense. The
agreements may be terminated at any time, without penalty, by the respective
Trustees or Morgan, in each case on not more than 60 days' nor less than 30
days' written notice to the other party.

<PAGE>

As discussed under "Investment Advisor," the Glass-Steagall Act and
other applicable laws and regulations limit the activities of bank
holding companies and certain of their subsidiaries in connection with
registered open-end investment companies. The activities of Morgan in providing
accounting and operational services to the Funds and the Portfolios and
shareholder services to the Trust's shareholders under the Services Agreements
and in acting as Advisor to the Portfolios under the Investment Advisory
Agreements, may raise issues under these laws. However, Morgan believes that it
may properly perform these services and the other activities described in the
Prospectus without violation of the Glass-Steagall Act or other applicable
banking laws or regulations.

If Morgan were prohibited from providing any of the services under the
Services Agreement, the Trust's Trustees would seek an alternative provider of
such services. In such event, changes in the operation of the Funds might occur
and a shareholder might no longer be able to avail himself or herself of any
services then being provided to shareholders by Morgan.

CUSTODIAN

State Street Bank and Trust Company ("State Street"), 225 Franklin
Street, Boston, Massachusetts 02101, serves as the Trust's and each of the
Portfolio's Custodian and Transfer and Dividend Disbursing Agent. Pursuant to
the Custodian Contract with each of the Portfolios, it is responsible for
maintaining the books and records of portfolio transactions and holding
portfolio securities and cash. In the case of foreign assets held outside the
United States, the Custodian employs various subcustodians who were approved by
the Trustees of the Portfolios in accordance with the regulations of the SEC.
The Custodian maintains portfolio transaction records. As Transfer Agent and
Dividend Disbursing Agent, State Street is responsible for maintaining account
records detailing the ownership of Fund shares and for crediting income, capital
gains and other changes in share ownership to shareholder accounts. Under the
terms of the Services Agreement between the Trust and Morgan, Morgan is
responsible for the usual and customary fees of the Custodian for each Fund (see
"Services Agent"); the corresponding Portfolio is responsible for the fees of
the Custodian for the Portfolio (see "Services Agent").

INDEPENDENT ACCOUNTANTS

The independent accountants of the Trust and the Portfolios are Price
Waterhouse LLP, 1177 Avenue of the Americas, New York, New York 10036. Price
Waterhouse LLP conducts an annual audit of the financial statements of each of
the Funds and the Portfolios, assists in the preparation and/or review of each
of the Fund's and the Portfolio's federal and state income tax returns and
consults with the Funds and the Portfolios as to matters of accounting and
federal and state income taxation.

<PAGE>

EXPENSES

Each Fund is responsible for Morgan's fee under the Trust's Services
Agreement and any fees or expenses not covered by the Services Agreement with
the Trust (see "Services Agent" above and "Expenses" in the Prospectuses). In
addition, each Portfolio is responsible for all fees and other usual and
customary expenses associated with its operations (see "Expenses" in the
Prospectuses).

Morgan has agreed to waive fees as necessary if in any fiscal year the
sum of any Fund's expenses exceeds the limits set by applicable regulations of
state securities commissions. Currently, Morgan believes that the most
restrictive expense limitation of state securities commissions limits expenses
to 2.5% of the first $30 million of average net assets, 2% of the next $70
million of such net assets and 1.5% of such net assets in excess of $100 million
for any fiscal year. For additional information regarding waivers or expense
subsidies, see "Management of the Trust and the Portfolio" in the Prospectuses.

PURCHASE OF SHARES

Investors may open Fund accounts and purchase shares as described in
the relevant Prospectus under "Purchase of Shares." References in the Prospectus
and this Statement of Additional Information to customers of Morgan or an
Eligible Institution include customers of their affiliates and references to
transactions by customers with Morgan or an Eligible Institution include
transactions with their affiliates. Only Fund investors who are using the
services of Morgan or a financial institution acting pursuant to an agreement
with Morgan or the Trust on behalf of a Fund may make transactions in shares of
a Fund.

Each Fund may, at its own option, accept securities in payment for
shares. The securities delivered in payment for shares are valued by the method
described under "Net Asset Value" as of the day the Fund receives the
securities. This is a taxable transaction to the shareholder. Securities may be
accepted in payment for shares only if they are, in the judgment of Morgan,
appropriate investments for the Fund's corresponding Portfolio. In addition,
securities accepted in payment for shares must: (i) meet the investment
objective and policies of the acquiring Fund's corresponding Portfolio; (ii) be
acquired by the applicable Fund for investment and not for resale (other than
for resale to the Fund's corresponding Portfolio); (iii) be liquid securities
which are not restricted as to transfer either by law or liquidity of market;
and (iv) if stock, have a value which is readily ascertainable as evidenced by a
listing on a stock exchange, over-the-counter market or by readily available
market quotations from a dealer in such securities. Each Fund reserves the right
to accept or reject at its own option any and all securities offered in payment
for its shares.

Prospective investors may purchase shares with the assistance of an
Eligible Institution, and the Eligible

55
<PAGE>

Institution may charge the investor a fee for this service and other services it
provides to its customers.

REDEMPTION OF SHARES

Investors may redeem shares as described in the relevant Prospectus
under "Redemption of Shares."

If the Trust on behalf of a Fund and its corresponding Portfolio
determine that it would be detrimental to the best interest of the remaining
shareholders of a Fund to make payment wholly or partly in cash, payment of the
redemption price may be made in whole or in part by a distribution in kind of
securities from the Portfolio, in lieu of cash, in conformity with the
applicable rule of the SEC. If shares are redeemed in kind, the redeeming
shareholder might incur transaction costs in converting the assets into cash.
The method of valuing portfolio securities is described under "Net Asset Value,"
and such valuation will be made as of the same time the redemption price is
determined. The Trust on behalf of all of the Funds and their corresponding
Portfolios (except the Non-U.S. Fixed Income, Asia Growth, European Equity and
Japan Equity Portfolios) have elected to be governed by Rule 18f-1 under the
1940 Act pursuant to which the Funds and the corresponding Portfolios are
obligated to redeem shares solely in cash up to the lesser of $250,000 or 1% of
the net asset value of the Fund during any 90-day period for any one
shareholder. The Trust will redeem Fund shares in kind only if it has received a
redemption in kind from the corresponding Portfolio and therefore shareholders
of the Fund that receive redemptions in kind will receive securities of the
Portfolio. The Portfolios have advised the Trust that the Portfolios will not
redeem in kind except in circumstances in which a Fund is permitted to redeem in
kind.

FURTHER REDEMPTION INFORMATION. The Trust on behalf of a Fund and the
Portfolios reserve the right to suspend the right of redemption and to postpone
the date of payment upon redemption as follows: (i) for up to seven days, (ii)
during periods when the New York Stock Exchange is closed for other than
weekends and holidays or when trading on such Exchange is restricted as
determined by the SEC by rule or regulation, (iii) during periods in which an
emergency, as determined by the SEC, exists that causes disposal by the
Portfolio of, or evaluation of the net asset value of, its portfolio securities
to be unreasonable or impracticable, or (iv) for such other periods as the SEC
may permit.

EXCHANGE OF SHARES

An investor may exchange shares from any JPM Advisor Fund into any
other JPM Advisor Fund, as described under "Exchange of Shares" in the
Prospectus. For complete information, the Prospectus as it relates to the Fund
into which a transfer is being made should be read prior to the transfer.
Requests for exchange are made in the same manner as requests for redemptions.

<PAGE>

See "Redemption of Shares." Shares of the Fund to be acquired are purchased for
settlement when the proceeds from redemption become available. In the case of
investors in certain states, state securities laws may restrict the availability
of the exchange privilege. The Trust reserves the right to discontinue, alter or
limit the exchange privilege at any time.

DIVIDENDS AND DISTRIBUTIONS

Each Fund declares and pays dividends and distributions as described
under "Dividends and Distributions" in the Prospectus.

NET ASSET VALUE

Each of the Funds computes its net asset value once daily on Monday
through Friday as described under "Net Asset Value" in the Prospectus. The net
asset value will not be computed on the day the following legal holidays are
observed: New Year's Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day, and Christmas Day. On days when
U.S. trading markets close early in observance of these holidays, the Funds and
the Portfolios would expect to close for purchases and redemptions at the same
time. The days on which net asset value is determined are the Funds' business
days.

The net asset value of each Fund is equal to the net asset value of the
Fund's investment in its corresponding Portfolio (which is equal to the Fund's
pro rata share of the total investment of the Fund and of any other investors in
the Portfolio less the Fund's pro rata share of the Portfolio's liabilities)
less the Fund's liabilities. The following is a discussion of the procedures
used by the Portfolios corresponding to each Fund in valuing their assets.

U.S. FIXED INCOME AND INTERNATIONAL FIXED INCOME FUNDS. In the case of
the Portfolios for the U.S. Fixed Income and International Fixed Income Funds,
securities with a maturity of 60 days or more, including securities that are
listed on an exchange or traded over-the-counter, are valued using prices
supplied daily by an independent pricing service or services that (i) are based
on the last sale price on a national securities exchange or, in the absence of
recorded sales, at the readily available closing bid price on such exchange or
at the quoted bid price in the over-the-counter market, if such exchange or
market constitutes the broadest and most representative market for the security
and (ii) in other cases, take into account various factors affecting market
value, including yields and prices of comparable securities, indication as to
value from dealers and general market conditions. If such prices are not
supplied by the Portfolio's independent pricing service, such securities are
priced in accordance with procedures adopted by the Portfolio's Trustees. All
portfolio securities with a remaining maturity of less than 60 days are valued
by the amortized cost method. Securities listed on a foreign exchange are valued
at the last quoted sale price available before the time when net assets are

<PAGE>

valued. Because of the large number of municipal bond issues outstanding and the
varying maturity dates, coupons and risk factors applicable to each issuer's
books, no readily available market quotations exist for most municipal
securities. The Portfolio values municipal securities on the basis of prices
from a pricing service which uses information with respect to transactions in
bonds, quotations from bond dealers, market transactions in comparable
securities and various relationships between securities in determining values.

Trading in securities in most foreign markets is normally completed
before the close of trading in U.S. markets and may also take place on days on
which the U.S. markets are closed. If events materially affecting the value of
securities occur between the time when the market in which they are traded
closes and the time when a Portfolio's net asset value is calculated, such
securities will be valued at fair value in accordance with procedures
established by and under the general supervision of the Portfolio's Trustees.

U.S. EQUITY, U.S. SMALL CAP EQUITY, INTERNATIONAL EQUITY, EMERGING
MARKETS EQUITY, ASIA GROWTH, EUROPEAN EQUITY AND JAPAN EQUITY FUNDS. In the case
of each of the Equity Portfolios, the value of investments listed on a domestic
securities exchange, other than options on stock indexes, is based on the last
sale prices on the New York Stock Exchange at 4:00 P.M. or, in the absence of
recorded sales, at the average of readily available closing bid and asked prices
on such exchange. Securities listed on a foreign exchange are valued at the last
quoted sale price available before the time when net assets are valued. Unlisted
securities are valued at the average of the quoted bid and asked prices in the
over-the-counter market. The value of each security for which readily available
market quotations exist is based on a decision as to the broadest and most
representative market for such security. For purposes of calculating net asset
value, all assets and liabilities initially expressed in foreign currencies will
be converted into U.S. dollars at the prevailing market rates available at the
time of valuation.

Options on stock indexes traded on national securities exchanges are
valued at the close of options trading on such exchanges which is currently 4:10
P.M., New York time. Stock index futures and related options, which are traded
on commodities exchanges, are valued at their last sales price as of the close
of such commodities exchanges which is currently 4:15 P.M., New York time.
Securities or other assets for which market quotations are not readily available
(including certain restricted and illiquid securities) are valued at fair value
in accordance with procedures established by and under the general supervision
and responsibility of the Portfolio's Trustees. Such procedures include the use
of independent pricing services which use prices based upon yields or prices of
securities of comparable quality, coupon, maturity and type; indications as to
values from dealers; and general market conditions. Short-term investments which
mature in 60 days or less are valued at

<PAGE>

amortized cost if their original maturity was 60 days or less, or by amortizing
their value on the 61st day prior to maturity, if their original maturity when
acquired by the Portfolio was more than 60 days, unless this is determined not
to represent fair value by the Trustees.

Trading in securities on most foreign exchanges and over-the-counter
markets is normally completed before the close of the New York Stock Exchange
and may also take place on days on which the New York Stock Exchange is closed.
If events materially affecting the value of securities occur between the time
when the exchange on which they are traded closes and the time when a
Portfolio's net asset value is calculated, such securities will be valued at
fair value in accordance with procedures established by and under the general
supervision of the Portfolio's Trustees.

PERFORMANCE DATA

From time to time, the Funds may quote performance in terms of yield,
actual distributions, total return or capital appreciation in reports, sales
literature and advertisements published by the Trust. Current performance
information for the Funds may be obtained by calling the number provided on the
cover page of this Statement of Additional Information. See "Additional
Information" in the Prospectus.

YIELD QUOTATIONS. As required by regulations of the SEC, the annualized
yield for the U.S. Fixed Income and International Fixed Income Funds is computed
by dividing each Fund's net investment income per share earned during a 30-day
period by the net asset value on the last day of the period. The average daily
number of shares outstanding during the period that are eligible to receive
dividends is used in determining the net investment income per share. Income is
computed by totaling the interest earned on all debt obligations during the
period and subtracting from that amount the total of all recurring expenses
incurred during the period. The 30-day yield is then annualized on a
bond-equivalent basis assuming semi-annual reinvestment and compounding of net
investment income, as described under "Additional Information" in the
Prospectus.

TOTAL RETURN QUOTATIONS. As required by regulations of the SEC, the
annualized total return of each of the Funds for a period is computed by
assuming a hypothetical initial payment of $1,000. It is then assumed that all
of the dividends and distributions by the Fund over the period are reinvested.
It is then assumed that at the end of the period, the entire amount is redeemed.
The annualized total return is then calculated by determining the annual rate
required for the initial payment to grow to the amount which would have been
received upon redemption.

Aggregate total returns, reflecting the cumulative percentage change
over a measuring period, may also be calculated.

<PAGE>

Historical performance information for any period or portion thereof
prior to the commencement of operations of each Fund will be that of its
corresponding Pierpont Fund (or, in the case of the International Fixed Income
Fund, its corresponding JPM Institutional Fund) which also invests all of its
investable assets in the Fund's corresponding Portfolio, as permitted by
applicable SEC staff interpretations, if the Pierpont or JPM Institutional Fund
commenced operations before its corresponding JPM Advisor Fund. The applicable
financial information in the registration statement for The Pierpont Funds
(Registration Nos. 33-54632 and 811-7340) and The JPM Institutional Funds
(Registration Nos. 33-54642 and 811-7342) is incorporated herein by reference.

The Pierpont Funds corresponding to the U.S. Fixed Income, U.S. Equity,
U.S. Small Cap Equity and International Equity Funds commenced operations on
July 12, 1993, July 19, 1993, July 19, 1993 and October 4, 1993, and their
predecessors commenced operations on March 11, 1988, June 27, 1985 and June 1,
1990, respectively. The JPM Institutional Fund corresponding to the
International Fixed Income Fund commenced operations on December 1, 1994. The
Pierpont fund corresponding to the Emerging Markets Equity Fund commenced
operations on November 15, 1993. These corresponding Pierpont and JPM
Institutional Funds had lower expenses than the Funds.

GENERAL. A Fund's performance will vary from time to time depending
upon market conditions, the composition of its corresponding Portfolio and its
operating expenses. Consequently, any given performance quotation should not be
considered representative of a Fund's performance for any specified period in
the future. In addition, because performance will fluctuate, it may not provide
a basis for comparing an investment in a Fund with certain bank deposits or
other investments that pay a fixed yield or return for a stated period of time.

Comparative performance information may be used from time to time in
advertising the Fund's shares, including appropriate market indices including
the benchmarks indicated under "Investment Advisor" above or data from Lipper
Analytical Services, Inc., Micropal, Inc., Ibbotson Associates, Morningstar
Inc., and other industry publications.

From time to time, the Funds may quote performance in terms of yield,
actual distributions, total return, or capital appreciation in reports, sales
literature, and advertisements published by the Funds. Current performance
information for the Funds may be obtained by calling the number provided on the
cover page of this Statement of Additional Information. See "Additional
Information" in the Prospectus.

<PAGE>

PORTFOLIO TRANSACTIONS

J.P. Morgan Investment Management Inc., acting as agent for Morgan,
places orders for all Portfolios for all purchases and sales of portfolio
securities. Morgan enters into repurchase agreements and reverse repurchase
agreements and executes loans of portfolio securities on behalf of all the
Portfolios. See "Investment Objectives and Policies."

Fixed income and debt securities and municipal bonds and notes are
generally traded at a net price with dealers acting as principal for their own
accounts without a stated commission. The price of the security usually includes
profit to the dealers.

In underwritten offerings, securities are purchased at a fixed price
which includes an amount of compensation to the underwriter, generally referred
to as the underwriter's concession or discount. On occasion, certain securities
may be purchased directly from an issuer, in which case no commissions or
discounts are paid.

U.S. FIXED INCOME AND INTERNATIONAL FIXED INCOME FUNDS. Portfolio
transactions for the Portfolios corresponding to the U.S. Fixed Income and
International Fixed Income Funds will be undertaken principally to accomplish a
Portfolio's objective in relation to expected movements in the general level of
interest rates. The Fixed Income and Non-U.S. Fixed Income Portfolios may engage
in short-term trading consistent with their objectives. See "Investment
Objectives and Policies -- Portfolio Turnover".

In connection with portfolio transactions for the Portfolios, J.P.
Morgan Investment Management Inc. intends to seek best price and execution on a
competitive basis for both purchases and sales of securities.

U.S. EQUITY, U.S. SMALL CAP EQUITY, INTERNATIONAL EQUITY, EMERGING
MARKETS EQUITY, ASIA GROWTH, EUROPEAN EQUITY AND JAPAN EQUITY FUNDS. In
connection with portfolio transactions for the Equity Portfolios, the overriding
objective is to obtain the best possible execution of purchase and sale orders.

In selecting a broker, J.P. Morgan Investment Management Inc.
considers a number of factors including: the price per unit of the security; the
broker's reliability for prompt, accurate confirmations and on-time delivery of
securities; the firm's financial condition; as well as the commissions charged.
A broker may be paid a brokerage commission in excess of that which another
broker might have charged for effecting the same transaction if, after
considering the foregoing factors, J.P. Morgan Investment Management Inc.
decides that the broker chosen will provide the best possible execution. J.P.
Morgan Investment Management Inc. and Morgan monitor the reasonableness of the
brokerage commissions paid in light of the execution received. The Trustees of
each Portfolio review regularly the reasonableness of commissions and other
transaction costs incurred by the Portfolios in light of facts and circumstances
deemed relevant from time to time, and, in that connection, will

<PAGE>

receive reports from the Advisor and published data concerning transaction costs
incurred by institutional investors generally. Research services provided by
brokers to which J.P. Morgan Investment Management Inc. has allocated brokerage
business in the past include economic statistics and forecasting services,
industry and company analyses, portfolio strategy services, quantitative data,
and consulting services from economists and political analysts. Research
services furnished by brokers are used for the benefit of all the Advisor's
clients and not solely or necessarily for the benefit of an individual
Portfolio. The Advisor believes that the value of research services received is
not determinable and does not significantly reduce its expenses. The Portfolios
do not reduce their fee to the Advisor by any amount that might be attributable
to the value of such services.

The Portfolios or their predecessors corresponding to the U.S. Equity,
U.S. Small Cap Equity, International Equity , Emerging Markets Equity, European
Equity, Japan Equity and Asia Growth Funds paid the following approximate
brokerage commissions for the indicated fiscal periods:

SELECTED U.S. EQUITY FUND (May): 1995: $1,179,132; 1994: $744,676; 1993:
$293,698.

U.S. SMALL COMPANY FUND (May): 1995: $1,217,016; 1994: $1,760,320; 1993:
$142,310.

INTERNATIONAL EQUITY FUND (October): 1995: $1,691,642; 1994: $1,413,238; 1993:
$639,000.

EMERGING MARKETS EQUITY FUND (October): 1995: $1,475,147; 1994: $1,262,905 1993:
N/A.

ASIA GROWTH FUND (December): 1995: $143,416.

EUROPEAN EQUITY FUND (December): 1995: $27,322.

JAPAN EQUITY FUND (December): 1995: $0.

The increases in brokerage commissions reflected above were due to
increased portfolio activity and an increase in net investments in the Portfolio
or its predecessor.

Subject to the overriding objective of obtaining the best possible
execution of orders, J.P. Morgan Investment Management Inc. may allocate a
portion of a Portfolio's brokerage transactions to affiliates of Morgan. In
order for affiliates of Morgan to effect any portfolio transactions for a
Portfolio, the commissions, fees or other remuneration received by such
affiliates must be reasonable and fair compared to the commissions, fees, or
other remuneration paid to other brokers in connection with comparable
transactions involving similar securities being purchased or sold on a
securities exchange during a comparable period of time. Furthermore, the
Trustees of each Portfolio, including a majority of the Trustees who are not

<PAGE>

"interested persons," have adopted procedures which are reasonably designed to
provide that any commissions, fees, or other remuneration paid to such
affiliates are consistent with the foregoing standard.

Portfolio securities will not be purchased from or through or sold to
or through the Portfolios' Administrator, Distributor or Advisor or any
"affiliated person" (as defined in the 1940 Act) of the Administrator,
Distributor or Advisor when such entities are acting as principals, except to
the extent permitted by law. In addition, the Portfolios will not purchase
securities during the existence of any underwriting group relating thereto of
which the Advisor or an affiliate of the Advisor is a member, except to the
extent permitted by law.

On those occasions when Morgan deems the purchase or sale of a security
to be in the best interests of a Portfolio as well as other customers including
other Portfolios, J.P. Morgan Investment Management Inc. to the extent permitted
by applicable laws and regulations may, but is not obligated to, aggregate the
securities to be sold or purchased for a Portfolio with those to be sold or
purchased for other customers in order to obtain best execution, including lower
brokerage commissions if appropriate. In such event, allocation of the
securities so purchased or sold as well as any expenses incurred in the
transaction will be made by J.P. Morgan Investment Management Inc. in the manner
it considers to be most equitable and consistent with Morgan's fiduciary
obligations to a Portfolio. In some instances, this procedure might adversely
affect a Portfolio.

If a Portfolio that writes options effects a closing purchase
transaction with respect to an option written by it, normally such transaction
will be executed by the same broker-dealer who executed the sale of the option.
The writing of options by a Portfolio will be subject to limitations established
by each of the exchanges governing the maximum number of options in each class
which may be written by a single investor or group of investors acting in
concert, regardless of whether the options are written on the same or different
exchanges or are held or written in one or more accounts or through one or more
brokers. The number of options which a Portfolio may write may be affected by
options written by the Advisor for other investment advisory clients. An
exchange may order the liquidation of positions found to be in excess of these
limits, and it may impose certain other sanctions.

MASSACHUSETTS TRUST

The Trust is a trust fund of the type commonly known as a
"Massachusetts business trust" of which each Fund is a separate and distinct
series. A copy of the Declaration of Trust for the Trust is on file in the
office of the Secretary of The Commonwealth of Massachusetts. The Declaration of
Trust and the By-Laws of the Trust are designed to make the Trust similar in
most respects to a Massachusetts business corporation. The

<PAGE>

principal distinction between the two forms concerns shareholder liability
described below.

Under Massachusetts law, shareholders of such a trust may, under
certain circumstances, be held personally liable as partners for the obligations
of the trust which is not the case for a corporation. However, the Trust's
Declaration of Trust provides that the shareholders shall not be subject to any
personal liability for the acts or obligations of any Fund and that every
written agreement, obligation, instrument or undertaking made on behalf of any
Fund shall contain a provision to the effect that the shareholders are not
personally liable thereunder.

No personal liability will attach to the shareholders under any
undertaking containing such provision when adequate notice of such provision is
given, except possibly in a few jurisdictions. With respect to all types of
claims in the latter jurisdictions, (i) tort claims, (ii) contract claims where
the provision referred to is omitted from the undertaking, (iii) claims for
taxes, and (iv) certain statutory liabilities in other jurisdictions, a
shareholder may be held personally liable to the extent that claims are not
satisfied by the Fund. However, upon payment of such liability, the shareholder
will be entitled to reimbursement from the general assets of the Fund. The
Trustees intend to conduct the operations of the Trust in such a way so as to
avoid, as far as possible, ultimate liability of the shareholders for
liabilities of the Funds.

The Trust's Declaration of Trust further provides that the name of the
Trust refers to the Trustees collectively as Trustees, not as individuals or
personally, that no Trustee, officer, employee or agent of a Fund is liable to a
Fund or to a shareholder, and that no Trustee, officer, employee or agent is
liable to any third persons in connection with the affairs of a Fund, except as
such liability may arise from his or its own bad faith, willful misfeasance,
gross negligence or reckless disregard of his or its duties to such third
persons. It also provides that all third persons shall look solely to Fund
property for satisfaction of claims arising in connection with the affairs of a
Fund. With the exceptions stated, the Trust's Declaration of Trust provides that
a Trustee, officer, employee or agent is entitled to be indemnified against all
liability in connection with the affairs of a Fund.

The Trust shall continue without limitation of time subject to the
provisions in the Declaration of Trust concerning termination by action of the
shareholders or by action of the Trustees upon notice to the shareholders.

DESCRIPTION OF SHARES

The Trust is an open-end management investment company organized as a
Massachusetts business trust in which each Fund represents a separate series of
shares of beneficial interest. See "Massachusetts Trust."

<PAGE>

The Declaration of Trust permits the Trustees to issue an unlimited
number of full and fractional shares ($0.001 par value) of one or more series
and classes within any series and to divide or combine the shares (of any
series, if applicable) without changing the proportionate beneficial interest of
each shareholder in a Fund (or in the assets of other series, if applicable). To
date shares of the nine series described in this Statement of Additional
Information have been authorized and are available for sale to the public. Each
share represents an equal proportional interest in a Fund with each other share.
Upon liquidation of a Fund, holders are entitled to share pro rata in the net
assets of a Fund available for distribution to such shareholders. See
"Massachusetts Trust." Shares of a Fund have no preemptive or conversion rights
and are fully paid and nonassessable. The rights of redemption and exchange are
described in the Prospectus and elsewhere in this Statement of Additional
Information.

The shareholders of the Trust are entitled to a full vote for each full
share held and to a fractional vote for each fractional share. Subject to the
1940 Act, the Trustees themselves have the power to alter the number and the
terms of office of the Trustees, to lengthen their own terms, or to make their
terms of unlimited duration subject to certain removal procedures, and to
appoint their own successors, PROVIDED, HOWEVER, that immediately after such
appointment the requisite majority of the Trustees have been elected by the
shareholders of the Trust. The voting rights of shareholders are not cumulative
so that holders of more than 50% of the shares voting can, if they choose, elect
all Trustees being selected while the shareholders of the remaining shares would
be unable to elect any Trustees. It is the intention of the Trust not to hold
meetings of shareholders annually. The Trustees may call meetings of
shareholders for action by shareholder vote as may be required by either the
1940 Act or the Trust's Declaration of Trust.

Shareholders of the Trust have the right, upon the declaration in
writing or vote of more than two-thirds of its outstanding shares, to remove a
Trustee. The Trustees will call a meeting of shareholders to vote on removal of
a Trustee upon the written request of the record holders of 10% of the Trust's
shares. In addition, whenever ten or more shareholders of record who have been
such for at least six months preceding the date of application, and who hold in
the aggregate either shares having a net asset value of at least $25,000 or at
least 1% of the Trust's outstanding shares, whichever is less, shall apply to
the Trustees in writing, stating that they wish to communicate with other
shareholders with a view to obtaining signatures to request a meeting for the
purpose of voting upon the question of removal of any Trustee or Trustees and
accompanied by a form of communication and request which they wish to transmit,
the Trustees shall within five business days after receipt of such application
either: (1) afford to such applicants access to a

<PAGE>

list of the names and addresses of all shareholders as recorded on the books of
the Trust; or (2) inform such applicants as to the approximate number of
shareholders of record, and the approximate cost of mailing to them the proposed
communication and form of request. If the Trustees elect to follow the latter
course, the Trustees, upon the written request of such applicants, accompanied
by a tender of the material to be mailed and of the reasonable expenses of
mailing, shall, with reasonable promptness, mail such material to all
shareholders of record at their addresses as recorded on the books, unless
within five business days after such tender the Trustees shall mail to such
applicants and file with the SEC, together with a copy of the material to be
mailed, a written statement signed by at least a majority of the Trustees to the
effect that in their opinion either such material contains untrue statements of
fact or omits to state facts necessary to make the statements contained therein
not misleading, or would be in violation of applicable law, and specifying the
basis of such opinion. After opportunity for hearing upon the objections
specified in the written statements filed, the SEC may, and if demanded by the
Trustees or by such applicants shall, enter an order either sustaining one or
more of such objections or refusing to sustain any of them. If the SEC shall
enter an order refusing to sustain any of such objections, or if, after the
entry of an order sustaining one or more of such objections, the SEC shall find,
after notice and opportunity for hearing, that all objections so sustained have
been met, and shall enter an order so declaring, the Trustees shall mail copies
of such material to all shareholders with reasonable promptness after the entry
of such order and the renewal of such tender.

The Trustees have no current intention to create any classes within the
initial series or any subsequent series. The Trustees may, however, authorize
the issuance of shares of additional series and the creation of classes of
shares within any series with such preferences, privileges, limitations and
voting and dividend rights as the Trustees may determine. The proceeds from the
issuance of any additional series would be invested in separate, independently
managed portfolios with distinct investment objectives, policies and
restrictions, and share purchase, redemption and net asset valuation procedures.
Any additional classes would be used to distinguish among the rights of
different categories of shareholders, as might be required by future regulations
or other unforeseen circumstances. All consideration received by the Trust for
shares of any additional series or class, and all assets in which such
consideration is invested, would belong to that series or class, subject only to
the rights of creditors of the Trust and would be subject to the liabilities
related thereto. Shareholders of any additional series or class will approve the
adoption of any management contract or distribution plan relating to such series
or class and of any changes in the investment policies related thereto, to the
extent required by the 1940 Act.

For information relating to mandatory redemption of Fund shares or
their redemption at the option of the Trust under

<PAGE>

certain circumstances, see "Redemption of Shares" in the Prospectus.

As of March 29, 1996, SFG Investors II Limited Partnership owned of
record and beneficially 100% of the outstanding shares of beneficial interest of
the U.S. Fixed Income Fund. It is expected that this initial shareholder will
own less than 25% of each such Fund's outstanding shares shortly after the
commencement of operations of such Funds. As of March 29, 1996, Charles Schwab &
Co., Inc. ("Charles Schwab") held of record the following outstanding shares of
the Funds: the International Fixed Income Fund (99.4%), the U.S. Small Cap
Equity Fund (98%); the International Equity Fund (98.4%); the Asia Growth Fund
(5.2%); and the Emerging Markets Equity Fund (98%). Charles Schwab disclaims
beneficial ownership of such shares, and the Trust has no knowledge as to the
beneficial ownership of such shares. Charles Schwab's address is The Schwab
Building, 101 Montgomery Street, San Francisco, California 94104. As of March
29, 1996, J.P. Morgan (Suisse) S.A. as agent for the American Hospital of Paris
held of record the following outstanding shares of the Funds: the European
Equity Fund (100%) and the Japan Equity Fund (13%). The address of J.P. Morgan
(Suisse) S.A. is Stockerstrasse 38, 8022 Zurich, Switzerland. As of March 29,
1996, Donaldson Lufkin & Jenrette held of record the following outstanding
shares of the Funds: the Asia Growth Fund (73%) and the Japan Equity Fund (86%).
The address of Donaldson Lufkin & Jenrette is P.O. Box 2052, Jersey City, NJ
07303-2052, Attn: Mutual Funds. As of March 29, 1996, Richard Miller owned of
record and beneficially 17.1% of the outstanding shares of the Asia Growth Fund.
His address is c/o Morgan, 522 Fifth Avenue, New York, NY 10036. As of March 29,
1996, Jose Medina and Madelyn Atlas owned of record and beneficially, as joint
tenants with rights of survivorship, 98.3% of the outstanding shares of the U.S.
Equity Fund. The address of Mr. Medina and Ms. Atlas is 740 West End Avenue, New
York, NY 10025-6246. As of the same date, the officers and Trustees as a group
owned less than 1% of the shares of each Fund.

TAXES

Each Fund intends to qualify as a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). As a
regulated investment company, a Fund must, among other things, (a) derive at
least 90% of its gross income from dividends, interest, payments with respect to
loans of stock and securities, gains from the sale or other disposition of
stock, securities or foreign currency and other income (including but not
limited to gains from options, futures, and forward contracts) derived with
respect to its business of investing in such stock, securities or foreign
currency;

<PAGE>

(b) derive less than 30% of its gross income from the sale or other disposition
of stock, securities, options, futures, or forward contracts (other than
options, futures or forward contracts on foreign currencies) held less than
three months, or foreign currencies (or options, futures or forward contracts on
foreign currencies), but only if such currencies (or options, futures or forward
contracts on foreign currencies) are not directly related to a Fund's principal
business of investing in stocks or securities (or options and futures with
respect to stocks or securities); and (c) diversify its holdings so that, at the
end of each fiscal quarter, (i) at least 50% of the value of the Fund's total
assets is represented by cash, U.S. Government securities, investments in other
regulated investment companies and other securities limited, in respect of any
one issuer, to an amount not greater than 5% of the Fund's total assets, and 10%
of the outstanding voting securities of such issuer, and (ii) not more than 25%
of the value of its total assets is invested in the securities of any one issuer
(other than U.S. Government securities). As a regulated investment company, a
Fund (as opposed to its shareholders) will not be subject to federal income
taxes on the net investment income and capital gains that it distributes to its
shareholders, provided that at least 90% of its net investment income and
realized net short-term capital gains in excess of net long-term capital losses
for the taxable year is distributed.

Under the Code, a Fund will be subject to a 4% excise tax on a portion
of its undistributed income if it fails to meet certain distribution
requirements by the end of the calendar year. Each Fund intends to make
distributions in a timely manner and accordingly does not expect to be subject
to the excise tax.

For federal income tax purposes, dividends that are declared by a Fund
in October, November or December as of a record date in such month and actually
paid in January of the following year will be treated as if they were paid on
December 31 of the year declared. Therefore, such dividends will generally be
taxable to a shareholder in the year declared rather than the year paid.

Distributions of net investment income and realized net short-term
capital gains in excess of net long-term capital losses (other than exempt
interest dividends) are generally taxable to shareholders of the Funds as
ordinary income whether such distributions are taken in cash or reinvested in
additional shares. The U.S. Equity and U.S. Small Cap Equity Funds expect that a
portion of these distributions to corporate shareholders will be eligible for
the dividends-received deduction. Distributions to corporate shareholders of the
U.S. Fixed Income, International Fixed Income, International Equity, Emerging
Markets Equity, Asia Growth, European Equity and Japan Equity Funds are not
eligible for the dividends-received deduction. Distributions of net long-term
capital gains (i.e., net long-term capital gains in excess of net short-term
capital losses) are taxable to shareholders of a Fund as long-term capital
gains, regardless of whether such distributions are taken in cash or

<PAGE>

reinvested in additional shares and regardless of how long a shareholder has
held shares in the Fund. See "Taxes" in the Prospectus for a discussion of the
federal income tax treatment of any gain or loss realized on the redemption or
exchange of a Fund's shares. Additionally, any loss realized on a redemption or
exchange of shares of a Fund will be disallowed to the extent the shares
disposed of are replaced within a period of 61 days beginning 30 days before
such disposition, such as pursuant to reinvestment of a dividend in shares of
the Fund.

Gains or losses on sales of portfolio securities will be treated as
long-term capital gains or losses if the securities have been held for more than
one year except in certain cases where, if applicable, a put is acquired or a
call option is written thereon. Other gains or losses on the sale of securities
will be short-term capital gains or losses. Gains and losses on the sale, lapse
or other termination of options on securities will be treated as gains and
losses from the sale of securities. If an option written by a Portfolio lapses
or is terminated through a closing transaction, such as a repurchase by the
Portfolio of the option from its holder, the Portfolio will realize a short-term
capital gain or loss, depending on whether the premium income is greater or less
than the amount paid by the Portfolio in the closing transaction. If securities
are purchased by a Portfolio pursuant to the exercise of a put option written by
it, the Portfolio will subtract the premium received from its cost basis in the
securities purchased.

Under the Code, gains or losses attributable to disposition of foreign
currency or to certain foreign currency contracts, or to fluctuations in
exchange rates between the time a Portfolio accrues income or receivables or
expenses or other liabilities denominated in a foreign currency and the time a
Portfolio actually collects such income or pays such liabilities, are treated as
ordinary income or ordinary loss. Similarly, gains or losses on the disposition
of debt securities held by a Portfolio, if any, denominated in foreign currency,
to the extent attributable to fluctuations in exchange rates between the
acquisition and disposition dates are also treated as ordinary income or loss.

Forward currency contracts, options and futures contracts entered into
by a Portfolio may create "straddles" for U.S. federal income tax purposes and
this may affect the character and timing of gains or losses realized by the
Portfolio on forward currency contracts, options and futures contracts or on the
underlying securities. Straddles may also result in the loss of the holding
period of underlying securities for purposes of the 30% of gross income test
described above, and therefore, the Portfolio's ability to enter into forward
currency contracts, options and futures contracts may be limited.

Certain options, futures and foreign currency contracts held by a
Portfolio at the end of each fiscal year will be required to be "marked to
market" for federal income tax purposes -- i.e.,

<PAGE>

treated as having been sold at market value. For options and futures contracts,
60% of any gain or loss recognized on these deemed sales and on actual
dispositions will be treated as long-term capital gain or loss, and the
remainder will be treated as short-term capital gain or loss regardless of how
long the Portfolio has held such options or futures. However, gain or loss
recognized on certain foreign currency contracts will be treated as ordinary
income or loss.

The Equity Portfolios may invest in Equity Securities of foreign
issuers. If a Portfolio purchases shares in certain foreign corporations
(referred to as passive foreign investment companies ("PFICs") under the Code),
the Portfolio may be subject to federal income tax on a portion of an "excess
distribution" from such foreign corporation or gain from the disposition of such
shares, even though such income may have to be distributed as a taxable dividend
by the Fund to its shareholders. In addition, certain interest charges may be
imposed on a Fund or its shareholders in respect of unpaid taxes arising from
such distributions or gains. Alternatively, a Fund may each year include in its
income and distribute to shareholders a pro rata portion of the foreign
investment fund's income, whether or not distributed to the Fund.

Pursuant to proposed regulations, open-end regulated investment
companies such as the Funds would be entitled to elect to mark to market their
stock in certain PFICs. Marking to market in this context means recognizing as
gain for each taxable year the excess, as of the end of that year, of the fair
market value of each PFIC's stock over the owner's adjusted basis in that stock
(including mark to market gains of a prior year for which an election was in
effect).

FOREIGN SHAREHOLDERS. Dividends of net investment income and
distributions of realized net short-term gains in excess of net long-term losses
to a shareholder who, as to the United States, is a nonresident alien
individual, fiduciary of a foreign trust or estate, foreign corporation or
foreign partnership (a "foreign shareholder") will be subject to U.S.
withholding tax at the rate of 30% (or lower treaty rate) unless the dividends
are effectively connected with a U.S. trade or business of the shareholder, in
which case the dividends will be subject to tax on a net income basis at the
graduated rates applicable to U.S. individuals or domestic corporations.
Distributions of net long term capital gains to foreign shareholders will not be
subject to U.S. tax unless the distributions are effectively connected with the
shareholder's trade or business in the United States or, in the case of a
shareholder who is a nonresident alien individual, the shareholder was present
in the United States for more than 182 days during the taxable year and certain
other conditions are met.

In the case of a foreign shareholder who is a nonresident alien
individual and who is not otherwise subject to withholding as described above, a
Fund may be required to withhold U.S.

<PAGE>

federal income tax at the rate of 31% unless IRS Form W-8 is provided. Transfers
by gift of shares of a Fund by a foreign shareholder who is a nonresident alien
individual will not be subject to U.S. federal gift tax, but the value of shares
of the Fund held by such a shareholder at his or her death will be includible in
his or her gross estate for U.S. federal estate tax purposes.

FOREIGN TAXES. It is expected that the corresponding Portfolios of the
International Fixed Income, U.S. Equity, U.S. Small Cap Equity, International
Equity, Emerging Markets Equity, Asia Growth, European Equity and Japan Equity
Funds may be subject to foreign withholding taxes with respect to income
received from sources within foreign countries. In the case of each of these
Funds, so long as more than 50% in value of the total assets of the Fund's
corresponding Portfolio at the close of any taxable year consists of stock or
securities of foreign corporations, the Fund may elect to treat any foreign
income taxes paid by it as paid directly by its shareholders. These Funds will
make such an election only if they deem it to be in the best interest of their
shareholders. The Funds will notify their respective shareholders in writing
each year if they make the election and of the amount of foreign income taxes,
if any, to be treated as paid by the shareholders. If a Fund makes the election,
each shareholder will be required to include in his or her income his or her
proportionate share of the amount of foreign income taxes paid by the Fund and
will be entitled to claim either a credit (subject to the limitations discussed
below) or, if he or she itemizes deductions, a deduction for his or her share of
the foreign income taxes in computing federal income tax liability. (No
deduction will be permitted in computing an individual's alternative minimum tax
liability.) A shareholder who is a nonresident alien individual or a foreign
corporation may be subject to U.S. withholding tax on the income resulting from
the election described in this paragraph, but may not be able to claim a credit
or deduction against such U.S. tax for the foreign taxes treated as having been
paid by such shareholder. A tax-exempt shareholder will not ordinarily benefit
from this election. Shareholders who choose to utilize a credit (rather than a
deduction) for foreign taxes will be subject to the limitation that the credit
may not exceed the shareholder's U.S. tax (determined without regard to the
availability of the credit) attributable to his or her total foreign source
taxable income. For this purpose, the portion of dividends and distributions
paid by each of the International Fixed Income, International Equity, Emerging
Markets Equity, Asia Growth, European Equity and Japan Equity Funds from its
foreign source net investment income will be treated as foreign source income.
Each of these Funds' gains and losses from the sale of securities will generally
be treated as derived from U.S. sources, however, and certain foreign currency
gains and losses likewise will be treated as derived from U.S. sources. The
limitation on the foreign tax credit is applied separately to foreign source
"passive income," such as the portion of dividends received from the Fund which
qualifies as foreign source income.

<PAGE>

In addition, the foreign tax credit is allowed to offset only 90% of the
alternative minimum tax imposed on corporations and individuals. Because of
these limitations, shareholders may be unable to claim a credit for the full
amount of their proportionate shares of the foreign income taxes paid by the
International Fixed Income, International Equity, Emerging Markets Equity, Asia
Growth, European Equity and Japan Equity Funds.

STATE AND LOCAL TAXES. Each Fund may be subject to state or local taxes
in jurisdictions in which the Fund is deemed to be doing business. In addition,
the treatment of a Fund and its shareholders in those states which have income
tax laws might differ from treatment under the federal income tax laws.
Shareholders should consult their own tax advisors with respect to any state or
local taxes.

OTHER TAXATION. The Trust is organized as a Massachusetts business
trust and, under current law, neither the Trust nor any Fund is liable for any
income or franchise tax in The Commonwealth of Massachusetts, provided that the
Fund continues to qualify as a regulated investment company under Subchapter M
of the Code. The Portfolios are organized as New York trusts. The Portfolios are
not subject to any federal income taxation or income or franchise tax in the
State of New York or The Commonwealth of Massachusetts. The investment by a Fund
in its corresponding Portfolio does not cause the Fund to be liable for any
income or franchise tax in the State of New York.

ADDITIONAL INFORMATION

As used in this Statement of Additional Information and the Prospectus,
the term "majority of the outstanding voting securities" means the vote of (i)
67% or more of the Fund's shares or the Portfolio's outstanding voting
securities present at a meeting if the holders of more than 50% of the Fund's
outstanding shares or the Portfolio's outstanding voting securities are present
or represented by proxy, or (ii) more than 50% of the Fund's outstanding shares
or the Portfolio's outstanding voting securities, whichever is less.

Telephone calls to the Funds, Morgan or Eligible Institutions may be
tape recorded. With respect to the securities offered hereby, this Statement of
Additional Information and the Prospectuses do not contain all the information
included in the Trust's Registration Statement filed with the SEC under the 1933
Act and the Trust's and the Portfolios' Registration Statements filed under the
1940 Act. Pursuant to the rules and regulations of the SEC, certain portions
have been omitted. The Registration Statements including the exhibits filed
therewith may be examined at the office of the SEC in Washington D.C.

Statements contained in this Statement of Additional Information and
the Prospectuses concerning the contents of any

<PAGE>

contract or other document are not necessarily complete, and in each instance,
reference is made to the copy of such contract or other document filed as an
exhibit to the applicable Registration Statements. Each such statement is
qualified in all respects by such reference.

No dealer, salesman or any other person has been authorized to give any
information or to make any representations, other than those contained in the
Prospectuses and this Statement of Additional Information, in connection with
the offer contained therein and, if given or made, such other information or
representations must not be relied upon as having been authorized by the Trust,
the Funds or the Distributor. The Prospectus and this Statement of Additional
Information do not constitute an offer by any Fund or by the Distributor to sell
or solicit any offer to buy any of the securities offered hereby in any
jurisdiction to any person to whom it is unlawful for the Fund or the
Distributor to make such offer in such jurisdictions.

FINANCIAL STATEMENTS

Attached are audited statements of assets and liabilities and the
reports thereon of Price Waterhouse LLP for each of the Funds (excluding the
U.S. Fixed Income Fund). The current financial statements for each other
Portfolio and the U.S. Fixed Income Fund are incorporated herein by reference
from their respective annual and, if applicable, semi-annual reports as filed
with the SEC pursuant to Section 30(b) of the 1940 Act and Rule 30b2-1
thereunder. A copy of each such report will be provided, without charge, to each
person receiving this Statement of Additional Information.

<PAGE>

THE JPM ADVISOR FUNDS - THE JPM ADVISOR INTERNATIONAL FIXED INCOME FUND
STATEMENT OF ASSETS AND LIABILITIES
SEPTEMBER 30, 1995

ASSETS

Cash $ 100
Deferred Organization Expenses 32,251
Total Assets 32,351

LIABILITIES

Organization Expenses Payable 32,251
Total Liabilities 32,251

COMMITMENTS AND CONTINGENCIES (SEE NOTE 2) -

Net Assets $ 100
======

Net Asset Value Per Share (10 shares of beneficial interest outstanding;
unlimited authorized shares of beneficial interest of $0.001 par value),
Offering and

Redemption Price $ 10.00
=========

NOTES TO FINANCIAL STATEMENT

NOTE 1 - ORGANIZATION

The JPM Advisor International Fixed Income Fund (the "Fund") is a series of The
JPM Advisor Funds, a Massachusetts business trust (the "Trust") organized on
September 16, 1994, and has been inactive since that date except for matters
relating to its organization and registration as an investment company under the
Investment Company Act of 1940, as amended, and the sale of 10 shares (the
"initial shares") of the Fund to Signature Financial Group, Inc. ("Signature"),
the parent company of Signature Broker-Dealer Services, Inc. ("SBDS"), the
Trust's administrator and distributor.

The Fund will invest all of its investable assets in The Non-U.S. Fixed Income
Portfolio (the "Portfolio"). The Portfolio is an open-end management investment
company and has the same investment objective and policies as the Fund.

The Fund has incurred $32,251 in organization expenses based on its allocable
pro rata share of total organization expenses for the nine funds in the Trust.
These costs are being deferred and will be amortized on a straight line basis
over a period not to exceed five years beginning with the commencement of
operations of the Fund. The amount paid by the Fund on any redemption by
Signature or any other current holder of the Fund's initial

<PAGE>

shares will be reduced by the pro rata portion of any unamortized organization
expenses of the Fund which the number of initial shares redeemed bears to the
total number of initial shares outstanding immediately prior to such redemption.

NOTE 2 - SERVICE AGREEMENTS WITH AFFILIATES

The Trust has entered into a Services Agreement with Morgan Guaranty Trust
Company of New York ("Morgan") to provide financial and fund accounting services
and shareholder servicing for the Fund, as described in the accompanying Trust's
registration statement on Form N-1A. The Trust has also entered into separate
administration and distribution agreements with SBDS to provide for
administrative and distribution services for the Fund, as described in such
registration statement. Morgan, Charles Schwab & Co. ("Schwab") and the Trust
are parties to separate services and operating agreements (the "Schwab
Agreements") whereby Schwab makes Fund shares available to customers of
investment advisers and other financial intermediaries who are Schwab's clients.
The financial responsibilities and other obligations of the Fund under the
Schwab Agreements are contingent upon termination of Morgan's Services Agreement
with the Trust. The officers of the Trust are employees of SBDS.

NOTE 3 - COMMENCEMENT OF OPERATIONS

As of September 30, 1995 the Fund had not commenced operations.

<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareholder and Trustees of
The JPM Advisor International Fixed Income Fund

In our opinion, the accompanying statement of assets and liabilities presents
fairly, in all material respects, the financial position of The JPM Advisor
International Fixed Income Fund (one of nine funds comprising The JPM Advisor
Funds, hereafter referred to as the "Fund") at September 30, 1995, in conformity
with generally accepted accounting principles. This financial statement is the
responsibility of the Fund's management; our responsibility is to express an
opinion on this financial statement based on our audit. We conducted our audit
of this financial statement in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement, assessing the accounting
principles used and significant estimates made by management, and evaluating the
overall financial statement presentation. We believe that our audit provides a
reasonable basis for the opinion expressed above.

PRICE WATERHOUSE LLP
1177 Avenue of the Americas
New York, New York
January 30, 1996

<PAGE>

THE JPM ADVISOR FUNDS - THE JPM ADVISOR U.S. EQUITY FUND
STATEMENT OF ASSETS AND LIABILITIES
MAY 31, 1995

ASSETS

Cash $ 100
Deferred Organization Expenses 34,776
Total Assets 34,876

LIABILITIES

Organization Expenses Payable 34,776
Total Liabilities 34,776

COMMITMENTS AND CONTINGENCIES (SEE NOTE 2) -

Net Assets $ 100
======

Net Asset Value Per Share (10 shares of beneficial interest outstanding;
unlimited authorized shares of beneficial interest of $0.001 par value),
Offering and

Redemption Price $ 10.00
=========

NOTES TO FINANCIAL STATEMENT

NOTE 1 - ORGANIZATION

The JPM Advisor U.S. Equity Fund (the "Fund") is a series of The JPM Advisor
Funds, a Massachusetts business trust (the "Trust") organized on September 16,
1994, and has been inactive since that date except for matters relating to its
organization and registration as an investment company under the Investment
Company Act of 1940, as amended, and the sale of 10 shares (the "initial
shares") of the Fund to Signature Financial Group, Inc. ("Signature"), the
parent company of Signature Broker-Dealer Services, Inc. ("SBDS"), the Trust's
administrator and distributor.

The Fund will invest all of its investable assets in The Selected U.S. Equity
Portfolio (the "Portfolio"). The Portfolio is an open-end management investment
company and has the same investment objective and policies as the Fund.

The Fund has incurred $34,776 in organization expenses based on its allocable
pro rata share of total organization expenses for the nine funds in the Trust.
These costs are being deferred and will be amortized on a straight line basis
over a period not to exceed five years beginning with the commencement of
operations of the Fund. The amount paid by the Fund on any redemption by
Signature or any other current holder of the Fund's initial shares will be
reduced by the pro rata portion of any unamortized

<PAGE>

organization expenses of the Fund which the number of initial shares redeemed
bears to the total number of initial shares outstanding immediately prior to
such redemption.

NOTE 2 - SERVICE AGREEMENTS WITH AFFILIATES

The Trust has entered into a Services Agreement with Morgan Guaranty Trust
Company of New York ("Morgan") to provide financial and fund accounting services
and shareholder servicing for the Fund, as described in the accompanying Trust's
registration statement on Form N-lA. The Trust has also entered into separate
administration and distribution agreements with SBDS to provide for
administrative and distribution services for the Fund, as described in such
registration statement. Morgan, Charles Schwab & Co. ("Schwab") and the Trust
are parties to separate services and operating agreements (the "Schwab
Agreements") whereby Schwab makes Fund shares available to customers of
investment advisers and other financial intermediaries who are Schwab's clients.
The financial responsibilities and other obligations of the Fund under the
Schwab Agreements are contingent upon termination of Morgan's Services Agreement
with the Trust. The officers of the Trust are employees of SBDS.

NOTE 3 - COMMENCEMENT OF OPERATIONS

As of May 31, 1995 the Fund had not commenced operations.

<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareholder and Trustees of
The JPM Advisor U.S. Equity Fund

In our opinion, the accompanying statement of assets and liabilities presents
fairly, in all material respects, the financial position of The JPM Advisor U.S.
Equity Fund (one of nine funds comprising The JPM Advisor Funds, hereafter
referred to as the "Fund") at May 31, 1995, in conformity with generally
accepted accounting principles. This financial statement is the responsibility
of the Fund's management; our responsibility is to express an opinion on this
financial statement based on our audit. We conducted our audit of this financial
statement in accordance with generally accepted auditing standards which require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statement is free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statement, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for the opinion expressed above.

PRICE WATERHOUSE LLP
1177 Avenue of the Americas
New York, New York
January 30, 1996

<PAGE>

THE JPM ADVISOR FUNDS - THE JPM ADVISOR U.S. SMALL CAP EQUITY FUND
STATEMENT OF ASSETS AND LIABILITIES
MAY 31, 1995

ASSETS

Investment in The U.S. Small Company Portfolio $ 100
Deferred Organization Expenses 33,060
Total Assets 33,160

LIABILITIES

Organization Expenses Payable 33,060
Total Liabilities 33,060

COMMITMENTS AND CONTINGENCIES (SEE NOTE 2) -

Net Assets $ 100
======

Net Asset Value Per Share (10 shares of beneficial interest outstanding;
unlimited authorized shares of beneficial interest of $0.001 par value),
Offering and

Redemption Price $ 10.00
=========

NOTES TO FINANCIAL STATEMENT

NOTE 1 - ORGANIZATION

The JPM Advisor U.S. Small Cap Equity Fund (the "Fund") is a series of The JPM
Advisor Funds, a Massachusetts business trust (the "Trust") organized on
September 16, 1994, and has been inactive since that date except for matters
relating to its organization and registration as an investment company under the
Investment Company Act of 1940, as amended, and the sale of 10 shares (the
"initial shares") of the Fund to Signature Financial Group, Inc. ("Signature"),
the parent company of Signature Broker-Dealer Services, Inc. ("SBDS"), the
Trust's administrator and distributor.

The Fund will invest all of its investable assets in The U.S. Small Company
Portfolio (the "Portfolio"). The Portfolio is an open-end management investment
company and has the same investment objective and policies as the Fund.

The Fund has incurred $33,060 in organization expenses based on its
allocable pro rata share of total organization expenses for the nine funds in
the Trust. These costs are being deferred and will be amortized on a straight
line basis over a period not to exceed five years beginning with the
commencement of operations of the Fund. The amount paid by the Fund on any
redemption by Signature or any other current holder of the Fund's initial shares
will be reduced by the pro rata portion of any unamortized organization expenses
of the Fund which the number of initial shares redeemed bears to the total
number of initial shares outstanding immediately prior to such redemption.

<PAGE>

NOTE 2 - SERVICE AGREEMENTS WITH AFFILIATES

The Trust has entered into a Services Agreement with Morgan Guaranty Trust
Company of New York ("Morgan") to provide financial and fund accounting services
and shareholder servicing for the Fund, as described in the accompanying Trust's
registration statement on Form N-lA. The Trust has also entered into separate
administration and distribution agreements with SBDS to provide for
administrative and distribution services for the Fund, as described in such
registration statement. Morgan, Charles Schwab & Co. ("Schwab") and the Trust
are parties to separate services and operating agreements (the "Schwab
Agreements") whereby Schwab makes Fund shares available to customers of
investment advisers and other financial intermediaries who are Schwab's clients.
The financial responsibilities and other obligations of the Fund under the
Schwab Agreements are contingent upon termination of Morgan's Services Agreement
with the Trust. The officers of the Trust are employees of SBDS.

NOTE 3 - COMMENCEMENT OF OPERATIONS

As of May 31, 1995 the Fund had not commenced operations.

<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareholder and Trustees of
The JPM Advisor U.S. Small Cap Equity Fund

In our opinion, the accompanying statement of assets and liabilities presents
fairly, in all material respects, the financial position of The JPM Advisor U.S.
Small Cap Equity Fund (one of nine funds comprising The JPM Advisor Funds,
hereafter referred to as the "Fund") at May 31, 1995, in conformity with
generally accepted accounting principles. This financial statement is the
responsibility of the Fund's management; our responsibility is to express an
opinion on this financial statement based on our audit. We conducted our audit
of this financial statement in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement, assessing the accounting
principles used and significant estimates made by management, and evaluating the
overall financial statement presentation. We believe that our audit provides a
reasonable basis for the opinion expressed above.

PRICE WATERHOUSE LLP
1177 Avenue of the Americas
New York, New York
January 30, 1996

<PAGE>

THE JPM ADVISOR FUNDS - THE JPM ADVISOR INTERNATIONAL EQUITY FUND
STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1995

ASSETS

Investment in The Non-U.S. Equity Portfolio $100
Deferred Organization Expenses 33,596
Total Assets 33,696

LIABILITIES

Organization Expenses Payable 33,596
Total Liabilities 33,596

COMMITMENTS AND CONTINGENCIES (SEE NOTE 2) -

Net Assets $ 100
======

Net Asset Value Per Share (10 shares of beneficial interest outstanding;
unlimited authorized shares of beneficial interest of $0.001 par value),
Offering and

Redemption Price $ 10.00
=========

NOTES TO FINANCIAL STATEMENT

NOTE 1 - ORGANIZATION

The JPM Advisor International Equity Fund (the "Fund") is a series of The JPM
Advisor Funds, a Massachusetts business trust (the "Trust") organized on
September 16, 1994, and has been inactive since that date except for matters
relating to its organization and registration as an investment company under the
Investment Company Act of 1940, as amended, and the sale of 10 shares (the
"initial shares") of the Fund to Signature Financial Group, Inc. ("Signature"),
the parent company of Signature Broker-Dealer Services, Inc. ("SBDS"), the
Trust's administrator and distributor.

The Fund will invest all of its investable assets in The Non-U.S. Equity
Portfolio (the "Portfolio"). The Portfolio is an open-end management investment
company and has the same investment objective and policies as the Fund.

The Fund has incurred $33,596 in organization expenses based on its
allocable pro rata share of total organization expenses for the nine funds in
the Trust. These costs are being deferred and will be amortized on a straight
line basis over a period not to exceed five years beginning with the
commencement of operations of the Fund. The amount paid by the Fund on any
redemption by Signature or any other current holder of the Fund's initial shares
will be reduced by the pro rata portion of any unamortized organization expenses
of the Fund which the number of initial shares redeemed bears to the total
number of initial shares outstanding immediately prior to such redemption.

<PAGE>

NOTE 2 - SERVICE AGREEMENTS WITH AFFILIATES

The Trust has entered into a Services Agreement with Morgan Guaranty Trust
Company of New York ("Morgan") to provide financial and fund accounting services
and shareholder servicing for the Fund, as described in the accompanying Trust's
registration statement on Form N-lA. The Trust has also entered into separate
administration and distribution agreements with SBDS to provide for
administrative and distribution services for the Fund, as described in such
registration statement. Morgan, Charles Schwab & Co. ("Schwab") and the Trust
are parties to separate services and operating agreements (the "Schwab
Agreements") whereby Schwab makes Fund shares available to customers of
investment advisers and other financial intermediaries who are Schwab's clients.
The financial responsibilities and other obligations of the Fund under the
Schwab Agreements are contingent upon termination of Morgan's Services Agreement
with the Trust. The officers of the Trust are employees of SBDS.

NOTE 3 - COMMENCEMENT OF OPERATIONS

As of October 31, 1995 the Fund had not commenced operations.

<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareholder and Trustees of
The JPM Advisor International Equity Fund

In our opinion, the accompanying statement of assets and liabilities presents
fairly, in all material respects, the financial position of The JPM Advisor
International Equity Fund (one of nine funds comprising The JPM Advisor Funds,
hereafter referred to as the "Fund") at October 31, 1995, in conformity with
generally accepted accounting principles. This financial statement is the
responsibility of the Fund's management; our responsibility is to express an
opinion on this financial statement based on our audit. We conducted our audit
of this financial statement in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement, assessing the accounting
principles used and significant estimates made by management, and evaluating the
overall financial statement presentation. We believe that our audit provides a
reasonable basis for the opinion expressed above.

PRICE WATERHOUSE LLP
1177 Avenue of the Americas
New York, New York
January 30, 1996

<PAGE>

THE JPM ADVISOR FUNDS - THE JPM ADVISOR EMERGING MARKETS EQUITY FUND
STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1995

ASSETS

Investment in The Emerging Markets
Equity Portfolio $ 100
Deferred Organization Expenses 33,628
------
Total Assets 33,728

LIABILITIES

Organization Expenses Payable 33,628
Total Liabilities 33,628

COMMITMENTS AND CONTINGENCIES (SEE NOTE 2) -

Net Assets $ 100
======

Net Asset Value Per Share (10 shares of beneficial interest outstanding;
unlimited authorized shares of beneficial interest of $0.001 par value),
Offering and Redemption Price $10.00

NOTES TO FINANCIAL STATEMENT

NOTE 1 - ORGANIZATION

The JPM Advisor Emerging Markets Equity Fund (the "Fund") is a series of The JPM
Advisor Funds, a Massachusetts business trust (the "Trust") organized on
September 16, 1994, and has been inactive since that date except for matters
relating to its organization and registration as an investment company under the
Investment Company Act of 1940, as amended, and the sale of 10 shares (the
"initial shares") of the Fund to Signature Financial Group, Inc. ("Signature"),
the parent company of Signature Broker-Dealer Services, Inc. ("SBDS"), the
Trust's administrator and distributor.

The Fund will invest all of its investable assets in The Emerging Markets Equity
Portfolio (the "Portfolio"). The Portfolio is an open-end management investment
company and has the same investment objective and policies as the Fund.

The Fund has incurred $33,628 in organization expenses based on its
allocable pro rata share of total organization expenses for the nine funds in
the Trust. These costs are being deferred and will be amortized on a straight
line basis over a period not to exceed five years beginning with the
commencement of operations of the Fund. The amount paid by the Fund on any
redemption by Signature or any other current holder of the Fund's initial shares
will be reduced by the pro rata portion of any unamortized organization expenses
of the Fund which the number of initial shares redeemed bears to the total
number of initial shares outstanding immediately prior to such redemption.

<PAGE>

NOTE 2 - SERVICE AGREEMENTS WITH AFFILIATES

The Trust has entered into a Services Agreement with Morgan Guaranty Trust
Company of New York ("Morgan") to provide financial and fund accounting services
and shareholder servicing for the Fund, as described in the accompanying Trust's
registration statement on Form N-lA. The Trust has also entered into separate
administration and distribution agreements with SBDS to provide for
administrative and distribution services for the Fund, as described in such
registration statement. Morgan, Charles Schwab & Co. ("Schwab") and the Trust
are parties to separate services and operating agreements (the "Schwab
Agreements") whereby Schwab makes Fund shares available to customers of
investment advisers and other financial intermediaries who are Schwab's clients.
The financial responsibilities and other obligations of the Fund under the
Schwab Agreements are contingent upon termination of Morgan's Services Agreement
with the Trust. The officers of the Trust are employees of SBDS.

NOTE 3 - COMMENCEMENT OF OPERATIONS

As of October 31, 1995 the Fund had not commenced operations.

<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareholder and Trustees of
The JPM Advisor Emerging Markets Equity Fund

In our opinion, the accompanying statement of assets and liabilities presents
fairly, in all material respects, the financial position of The JPM Advisor
Emerging Markets Equity Fund (one of nine funds comprising The JPM Advisor
Funds, hereafter referred to as the "Fund") at October 31, 1995, in conformity
with generally accepted accounting principles. This financial statement is the
responsibility of the Fund's management; our responsibility is to express an
opinion on this financial statement based on our audit. We conducted our audit
of this financial statement in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement, assessing the accounting
principles used and significant estimates made by management, and evaluating the
overall financial statement presentation. We believe that our audit provides a
reasonable basis for the opinion expressed above.

PRICE WATERHOUSE LLP
1177 Avenue of the Americas
New York, New York
January 30, 1996

<PAGE>

THE JPM ADVISOR FUNDS - THE JPM ADVISOR ASIA GROWTH FUND
STATEMENT OF ASSETS AND LIABILITIES
MARCH 24, 1995

ASSETS

Investment in The Asia Growth Portfolio $ 100
Deferred Organization Expenses 58,000
------
Total Assets 58,100

LIABILITIES

Organization Expenses Payable 58,000
Total Liabilities 58,000

COMMITMENTS AND CONTINGENCIES (SEE NOTE 2) -

Net Assets $ 100
======

Net Asset Value Per Share (10 shares of beneficial interest outstanding;
unlimited authorized shares of beneficial interest of $0.001 par value),
Offering and Redemption Price $10.00

NOTES TO FINANCIAL STATEMENT

NOTE 1 - ORGANIZATION

The JPM Advisor Asia Growth Fund (the "Fund") is a series of The JPM Advisor
Funds, a Massachusetts business trust (the "Trust") organized on September 16,
1994, and has been inactive since that date except for matters relating to its
organization and registration as an investment company under the Investment
Company Act of 1940, as amended, and the sale of 10 shares (the "initial
shares") of the Fund to Signature Financial Group, Inc. ("Signature"), the
parent company of Signature Broker-Dealer Services, Inc. ("SBDS"), the Trust's
administrator and distributor.

The Fund will invest all of its investable assets in The Asia Growth Portfolio
(the "Portfolio"), a series of The Series Portfolio, a trust organized under the
laws of the State of New York. The Portfolio is an open-end management
investment company and has the same investment objective and policies as the
Fund.

The Fund has incurred $58,000 in organization expenses based on its
allocable pro rata share of total organization expenses for the nine funds in
the Trust. These costs are being deferred and will be amortized on a straight
line basis over a period not to exceed five years beginning with the
commencement of operations of the Fund. The amount paid by the Fund on any
redemption by Signature or any other current holder of the Fund's initial shares
will be reduced by the pro rata portion of any unamortized organization expenses
of the Fund and the Portfolio which the number of initial shares redeemed bears
to the total number of initial shares outstanding immediately prior to such
redemption, and the amount of such reduction in excess of the unamortized
organization expenses of the Fund shall be contributed by the Fund to the
Portfolio.

<PAGE>

NOTE 2 - SERVICE AGREEMENTS WITH AFFILIATES

The Trust has entered into a Services Agreement with Morgan Guaranty Trust
Company of New York ("Morgan") to provide financial and fund accounting services
and shareholder servicing for the Fund, as described in the accompanying Trust's
registration statement on Form N-lA. The Trust has also entered into separate
administration and distribution agreements with SBDS to provide for
administrative and distribution services for the Fund, as described in such
registration statement. Morgan, Charles Schwab & Co. ("Schwab") and the Trust
are parties to separate services and operating agreements (the "Schwab
Agreements") whereby Schwab makes Fund shares available to customers of
investment advisers and other financial intermediaries who are Schwab's clients.
The financial responsibilities and other obligations of the Fund under the
Schwab Agreements are contingent upon termination of Morgan's Services Agreement
with the Trust. The officers of the Trust are employees of SBDS.

<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareholder and Trustees of
The JPM Advisor Asia Growth Fund

In our opinion, the accompanying statement of assets and liabilities presents
fairly, in all material respects, the financial position of The JPM Advisor Asia
Growth Fund (one of nine funds comprising The JPM Advisor Funds, hereafter
referred to as the "Fund") at March 24, 1995, in conformity with generally
accepted accounting principles. This financial statement is the responsibility
of the Fund's management; our responsibility is to express an opinion on this
financial statement based on our audit. We conducted our audit of this financial
statement in accordance with generally accepted auditing standards which require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statement is free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statement, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for the opinion expressed above.

PRICE WATERHOUSE LLP
1177 Avenue of the Americas
New York, New York
March 24, 1995

<PAGE>

THE JPM ADVISOR FUNDS - THE JPM ADVISOR EUROPEAN EQUITY FUND
STATEMENT OF ASSETS AND LIABILITIES
MARCH 24, 1995

ASSETS

Investment in The European Equity Portfolio $ 100
Deferred Organization Expenses 58,000
Total Assets 58,100

LIABILITIES

Organization Expenses Payable 58,000
Total Liabilities 58,000

COMMITMENTS AND CONTINGENCIES (SEE NOTE 2) -

Net Assets $ 100
==========

Net Asset Value Per Share (10 shares of beneficial interest outstanding;
unlimited authorized shares of beneficial interest of $0.001 par value),
Offering and Redemption Price $10.00

NOTES TO FINANCIAL STATEMENT

NOTE 1 - ORGANIZATION

The JPM Advisor European Equity Fund (the "Fund") is a series of The JPM Advisor
Funds, a Massachusetts business trust (the "Trust") organized on September 16,
1994, and has been inactive since that date except for matters relating to its
organization and registration as an investment company under the Investment
Company Act of 1940, as amended, and the sale of 10 shares (the "initial
shares") of the Fund to Signature Financial Group, Inc. ("Signature"), the
parent company of Signature Broker-Dealer Services, Inc. ("SBDS"), the Trust's
administrator and distributor.

The Fund will invest all of its investable assets in The European Equity
Portfolio (the "Portfolio"), a series of The Series Portfolio, a trust organized
under the laws of the State of New York. The Portfolio is an open-end management
investment company and has the same investment objective and policies as the
Fund.

The Fund has incurred $58,000 in organization expenses based on its allocable
pro rata share of total organization expenses for the nine funds in the Trust.
These costs are being deferred and will be amortized on a straight line basis
over a period not to exceed five years beginning with the commencement of
operations of the Fund. The amount paid by the Fund on any redemption by
Signature or any other current holder of the Fund's initial shares will be
reduced by the pro rata portion of any unamortized organization expenses of the
Fund and the Portfolio which the number of initial shares redeemed bears to the
total number of initial shares outstanding immediately prior to such redemption,
and the amount of such reduction in excess of the unamortized organization
expenses of the Fund shall be contributed by the Fund to the Portfolio.

<PAGE>

NOTE 2 - SERVICE AGREEMENTS WITH AFFILIATES

The Trust has entered into a Services Agreement with Morgan Guaranty Trust
Company of New York ("Morgan") to provide financial and fund accounting services
and shareholder servicing for the Fund, as described in the accompanying Trust's
registration statement on Form N-lA. The Trust has also entered into separate
administration and distribution agreements with SBDS to provide for
administrative and distribution services for the Fund, as described in such
registration statement. Morgan, Charles Schwab & Co. ("Schwab") and the Trust
are parties to separate services and operating agreements (the "Schwab
Agreements") whereby Schwab makes Fund shares available to customers of
investment advisers and other financial intermediaries who are Schwab's clients.
The financial responsibilities and other obligations of the Fund under the
Schwab Agreements are contingent upon termination of Morgan's Services Agreement
with the Trust. The officers of the Trust are employees of SBDS.

<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareholder and Trustees of
The JPM Advisor European Equity Fund

In our opinion, the accompanying statement of assets and liabilities presents
fairly, in all material respects, the financial position of The JPM Advisor
European Equity Fund (one of nine funds comprising The JPM Advisor Funds,
hereafter referred to as the "Fund") at March 24, 1995, in conformity with
generally accepted accounting principles. This financial statement is the
responsibility of the Fund's management; our responsibility is to express an
opinion on this financial statement based on our audit. We conducted our audit
of this financial statement in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement, assessing the accounting
principles used and significant estimates made by management, and evaluating the
overall financial statement presentation. We believe that our audit provides a
reasonable basis for the opinion expressed above.

PRICE WATERHOUSE LLP
1177 Avenue of the Americas
New York, New York
March 24, 1995

<PAGE>

THE JPM ADVISOR FUNDS - THE JPM ADVISOR JAPAN EQUITY FUND
STATEMENT OF ASSETS AND LIABILITIES
MARCH 24, 1995

ASSETS

Investment in The Japan Equity Portfolio $ 100

Deferred Organization Expenses 58,000
Total Assets 58,100

LIABILITIES

Organization Expenses Payable 58,000
Total Liabilities 58,000

COMMITMENTS AND CONTINGENCIES (SEE NOTE 2) -

Net Assets $ 100
======

Net Asset Value Per Share (10 shares of beneficial interest outstanding;
unlimited authorized shares of beneficial interest of $0.001 par value),
Offering and Redemption Price $10.00

NOTES TO FINANCIAL STATEMENT

NOTE 1 - ORGANIZATION

The JPM Advisor Japan Equity Fund (the "Fund") is a series of The JPM Advisor
Funds, a Massachusetts business trust (the "Trust") organized on September 16,
1994, and has been inactive since that date except for matters relating to its
organization and registration as an investment company under the Investment
Company Act of 1940, as amended, and the sale of 10 shares (the "initial
shares") of the Fund to Signature Financial Group, Inc. ("Signature"), the
parent company of Signature Broker-Dealer Services, Inc. ("SBDS"), the Trust's
administrator and distributor.

The Fund will invest all of its investable assets in The Japan Equity Portfolio
(the "Portfolio"), a series of The Series Portfolio, a trust organized under the
laws of the State of New York. The Portfolio is an open-end management
investment company and has the same investment objective and policies as the
Fund.

<PAGE>

NOTE 2 - SERVICE AGREEMENTS WITH AFFILIATES

The Trust has entered into a Services Agreement with Morgan Guaranty Trust
Company of New York ("Morgan") to provide financial and fund accounting services
and shareholder servicing for the Fund, as described in the accompanying Trust's
registration statement on Form N-lA. The Trust has also entered into separate
administration and distribution agreements with SBDS to provide for
administrative and distribution services for the Fund, as described in such
registration statement. Morgan, Charles Schwab & Co. ("Schwab") and the Trust
are parties to separate services and operating agreements (the "Schwab
Agreements") whereby Schwab makes Fund shares available to customers of
investment advisers and other financial intermediaries who are Schwab's clients.
The financial responsibilities and other obligations of the Fund under the
Schwab Agreements are contingent upon termination of Morgan's Services Agreement
with the Trust. The officers of the Trust are employees of SBDS.

<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareholder and Trustees of
The JPM Advisor Japan Equity Fund

In our opinion, the accompanying statement of assets and liabilities presents
fairly, in all material respects, the financial position of The JPM Advisor
Japan Equity Fund (one of nine funds comprising The JPM Advisor Funds, hereafter
referred to as the "Fund") at March 24, 1995, in conformity with generally
accepted accounting principles. This financial statement is the responsibility
of the Fund's management; our responsibility is to express an opinion on this
financial statement based on our audit. We conducted our audit of this financial
statement in accordance with generally accepted auditing standards which require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statement is free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statement, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for the opinion expressed above.

PRICE WATERHOUSE LLP
1177 Avenue of the Americas
New York, New York
March 24, 1995

<PAGE>

APPENDIX A
DESCRIPTION OF SECURITY RATINGS

STANDARD & POOR'S

CORPORATE AND MUNICIPAL BONDS

AAA - Debt rated AAA has the highest ratings assigned by Standard & Poor's to a
debt obligation. Capacity to pay interest and repay principal is extremely
strong.

AA - Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from the highest rated issues only in a small degree.

A - Debt rated A has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.

BBB - Debt rated BBB is regarded as having an adequate capacity to pay interest
and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than for debt in higher rated categories.

BB - Debt rated BB is regarded as having less near-term vulnerability to default
than other speculative issues. However, it faces major ongoing uncertainties or
exposure to adverse business, financial or economic conditions which could lead
to inadequate capacity to meet timely interest and principal payments.

COMMERCIAL PAPER, INCLUDING TAX EXEMPT

A - Issues assigned this highest rating are regarded as having the greatest
capacity for timely payment. Issues in this category are further refined with
the designations 1, 2, and 3 to indicate the relative degree of safety.

A-1 - This designation indicates that the degree of safety regarding timely
payment is very strong.

SHORT-TERM TAX-EXEMPT NOTES

SP-1 - The short-term tax-exempt note rating of SP-1 is the highest rating
assigned by Standard & Poor's and has a very strong or strong capacity to pay
principal and interest. Those issues determined to possess overwhelming safety
characteristics are given a "plus" (+) designation.

SP-2 - The short-term tax-exempt note rating of SP-2 has a satisfactory capacity
to pay principal and interest.

A-1

<PAGE>

MOODY'S

CORPORATE AND MUNICIPAL BONDS

Aaa - Bonds which are rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as "gilt
edge." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.

Aa - Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as high grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements present which make
the long term risks appear somewhat larger than in Aaa securities.

A - Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.

Baa - Bonds which are rated Baa are considered as medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

Ba - Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well-assured. Often the protection of interest
and principal payments may be very moderate, and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.

COMMERCIAL PAPER, INCLUDING TAX EXEMPT

Prime-1 - Issuers rated Prime-1 (or related supporting institutions) have a
superior capacity for repayment of short-term promissory obligations. Prime-1
repayment capacity will normally be evidenced by the following characteristics:

- - Leading market positions in well established industries.
- - High rates of return on funds employed.
- - Conservative capitalization structures with moderate reliance on debt and
ample asset protection. - Broad margins in earnings coverage of fixed
financial charges and high internal cash generation. - Well established access
to a range of financial markets and assured sources of alternate liquidity.

A-2

<PAGE>

SHORT-TERM TAX EXEMPT NOTES

MIG-1 - The short-term tax-exempt note rating MIG-1 is the highest rating
assigned by Moody's for notes judged to be the best quality. Notes with this
rating enjoy strong protection from established cash flows of funds for their
servicing or from established and broad-based access to the market for
refinancing, or both.

MIG-2 - MIG-2 rated notes are of high quality but with margins of protection not
as large as MIG-1.

A-3

<PAGE>

APPENDIX B
INVESTING IN JAPAN AND ASIAN GROWTH MARKETS

JAPAN AND ITS SECURITIES MARKETS

The Japan Equity Portfolio will be subject to general economic and
political conditions in Japan. These include future political and economic
developments, the possible imposition of, or changes in, exchange controls or
other Japanese governmental laws or restrictions applicable to such investments,
diplomatic developments, political or social unrest and natural disasters.

Japan is largely dependent upon foreign economies for raw materials.
For instance, almost all of its oil is imported, the majority from the Middle
East. Oil prices therefore have a major impact on the domestic economy, as is
evidenced by the current account deficits triggered by the two oil crises of the
1970s. While Japan is working to reduce its dependence on foreign materials, its
lack of natural resources poses a significant obstacle to this effort.

GEOLOGICAL FACTORS. The islands of Japan lie in the western Pacific
Ocean, off the eastern coast of the continent of Asia. Japan has in the past
experienced earthquakes and tidal waves of varying degrees of severity, and the
risks of such phenomena, and damage resulting therefrom, continue to exist.

B-1

<PAGE>

ASIAN GROWTH MARKETS

The Asia Growth Portfolio will be subject to certain risks and special
considerations, including those set forth below, which are not typically
associated with investing in securities of U.S. companies. In particular,
securities markets in Asian growth markets have been subject to substantial
price volatility, often without warning. This potential for sudden market
declines should be weighed and balanced against the potential for rapid growth
in Asian growth markets. Further, certain securities that the Portfolio may
purchase, and investment techniques in which the Portfolio may engage, involve
risks, including those set forth below.

INVESTMENT AND REPATRIATION RESTRICTIONS

Foreign investment in the securities markets of several Asian growth
markets is restricted or controlled to varying degrees. These restrictions may
limit investment in certain of the Asian growth markets and may increase
expenses of the Portfolio. For example, certain countries may require
governmental approval prior to investments by foreign persons in a particular
company or industry sector or limit investment by foreign persons to only a
specific class of securities of a company which may have less advantageous terms
(including price) than securities of the company available for purchase by
nationals. Certain countries may restrict or prohibit investment opportunities
in issuers or industries deemed important to national interests. In addition,
the repatriation of both investment income and capital from several of the Asian
growth markets is subject to restrictions such as the need for certain
government consents. Even where there is no outright restriction on repatriation
of capital, the mechanics of repatriation may affect certain aspects of the
operation of the Portfolio. For example, Taiwan imposes a waiting period on the
repatriation of investment capital for certain foreign investors. Although these

B-2

<PAGE>

restrictions may in the future make it undesirable to invest in the countries to
which they apply, the Advisor does not believe that any current repatriation
restrictions would preclude the Portfolio from effectively managing its assets.

If, because of restrictions on repatriation or conversion, the
Portfolio were unable to distribute substantially all of its net investment
income and long-term capital gains within applicable time periods, the Portfolio
could be subject to U.S. Federal income and excise taxes which would not
otherwise be incurred and may cease to qualify for the favorable tax treatment
afforded to regulated investment companies under the Code, in which case it
would become subject to U.S. federal income tax on all of its income and gains.

Generally, there are restrictions on foreign investment in certain
Asian growth markets, although these restrictions vary in form and content. In
India, Indonesia, Korea, Malaysia, the Philippines, Singapore and Thailand, the
Portfolio may be limited by government regulation or a company's charter to a
maximum percentage of equity ownership in any one company.

The Advisor intends to apply for approval from Indian governmental
authorities to invest in India on behalf of the Portfolio as a foreign
institutional investor (an "FII"). Under the guidelines that apply currently for
FIIs, no FII (or members of an affiliated group investing through one or more
FIIs) may hold more than 5% of the total issued capital of any Indian company.
In addition, all non-resident portfolio investments, including those of all FIIs
and their clients, may not exceed 24% of the issued share capital of any Indian
company; however, the 24% limit does not apply to investments by FIIs through
authorized offshore funds and offshore equity issues. Further, at least 70% of
the total investments made by an FII pursuant to its FII authorization must be
in equity and equity related instruments such as convertible debentures and
tradeable warrants. Under a recently adopted policy, FIIs may purchase new
issues of equity securities directly from an Indian company, subject to certain
conditions. The procedures for such direct subscription by FIIs of such equity
securities are unclear and it is likely that a further limit, in addition to the
24% limit referred to above, may be imposed. The guidelines that apply for FIIs
are relatively recent and thus experience as to their application has been
limited. At present, FII authorizations are granted for five years and may be
renewed with the approval of India governmental authorities.

Korea generally prohibits foreign investment in Won-denominated debt
securities and Sri Lanka prohibits foreign investment in government debt
securities. In the Philippines, the Portfolio may generally invest in "B" shares
of Philippine issuers engaged in partly nationalized business activities, which
shares are made available to foreigners, and the market prices,

B-3

<PAGE>

liquidity and rights of which may vary from shares owned by nationals.
Similarly, in the People's Republic of China (the "PRC"), the Portfolio may only
invest in "B" shares of securities traded on The Shanghai Securities Exchange
and The Shenzhen Stock Exchange, currently the two officially recognized
securities exchanges in the PRC. "B" shares traded on The Shanghai Securities
Exchange are settled in U.S. dollars and those traded on The Shenzhen Stock
Exchange are generally settled in Hong Kong dollars.

In Hong Kong, Korea, the Philippines, Taiwan and Thailand, there are
restrictions on the percentage of permitted foreign investment in shares of
certain companies, mainly those in highly regulated industries, although in
Taiwan there are limitations on foreign ownership of shares of any listed
company. In addition, Korea also prohibits foreign investment in specified
telecommunications companies and the Philippines prohibits foreign investment in
mass media companies and companies providing certain professional services.

MARKET CHARACTERISTICS

DIFFERENCES BETWEEN THE U.S. AND ASIAN SECURITIES MARKETS. The
securities markets of Asian growth markets have substantially less volume than
the New York Stock Exchange, and equity and debt securities of most companies in
Asian growth markets are less liquid and more volatile than equity and debt
securities of U.S. companies of comparable size. Some of the stock exchanges in
Asian growth markets, such as those in the PRC, are in the earliest stages of
their development. Many companies traded on securities markets in Asian growth
markets are smaller, newer and less seasoned than companies whose securities are
traded on securities markets in the United States. Investments in smaller
companies involve greater risk than is customarily associated with investing in
larger companies. Smaller companies may have limited product lines, markets or
financial or managerial resources and may be more susceptible to losses and
risks of bankruptcy. Additionally, market making and arbitrage activities are
generally less extensive in such markets, which may

B-4

<PAGE>

contribute to increased volatility and reduced liquidity of such markets.
Accordingly, each of these markets may be subject to greater influence by
adverse events generally affecting the market, and by large investors trading
significant blocks of securities, than is usual in the United States. To the
extent that any Asian growth market experiences rapid increases in its money
supply and investment in equity securities for speculative purposes, the equity
securities traded in any such country may trade at price-earnings multiples
higher than those of comparable companies trading on securities markets in the
United States, which may not be sustainable. Securities markets in Asian growth
markets may also be subject to substantial governmental control, which may cause
sudden or prolonged disruptions in market prices unrelated to supply and demand
considerations. This may also be true of currency markets.

Brokerage commissions and other transaction costs on securities
exchanges in Asian growth markets are generally higher than in the United
States. In addition, security settlements may in some instance be subject to
delays and related administrative uncertainties, including risk of loss
associated with the credit of local brokers.

GOVERNMENT SUPERVISION OF ASIAN SECURITIES MARKETS; LEGAL SYSTEMS.
There is less government supervision and regulation of foreign securities
exchanges, listed companies and brokers in Asian growth markets than exists in
the United States. Less information, therefore, may be available to the Fund
than in respect of investments in the United States. Further, in certain Asian
growth markets, less information may be available to the Fund than to local
market participants. Brokers in Asian growth markets may not be as well
capitalized as those in the United States, so that they are more susceptible to
financial failure in times of market, political, or economic stress. In
addition, existing laws and regulations are often inconsistently applied. As
legal systems in some of the Asian growth markets develop, foreign investors may
be adversely affected by new laws and regulations, changes to existing laws and
regulations and preemption of local laws and regulations by national laws. In
circumstances where adequate laws exist, it may not be possible to obtain swift
and equitable enforcement of the law. Currently a mixture of legal and
structural restrictions affect the securities markets of certain Asian growth
markets.

Korea, in an attempt to avoid market manipulation, requires
institutional investors to deposit in their broker's account a percentage of the
amount to be invested prior to execution of a purchase order. That deposit
requirement will expose the Fund to the broker's credit risk. These examples
demonstrate that legal and structural developments can be expected to affect the
Portfolio, potentially affecting liquidity of positions held by the Portfolio,
in unexpected and significant ways from time to time.

B-5

<PAGE>

FINANCIAL INFORMATION AND STANDARDS. Issuers in Asian growth markets
generally are subject to accounting, auditing and financial standards and
requirements that differ, in some cases significantly, from those applicable to
U.S. issuers. In particular, the assets and profits appearing on the financial
statements of an Asian growth market issuer may not reflect its financial
position or results of operations in accordance with U.S. generally accepted
accounting principles. In addition, for an issuer that keeps accounting records
in local currency, inflation accounting rules may require, for both tax and
accounting purposes, that certain assets and liabilities be restated on the
issuer's balance sheet in order to express items in terms of currency of
constant purchasing power. Inflation accounting may indirectly generate losses
or profits. Consequently, financial data may be materially affected by
restatements for inflation and may not accurately reflect the real condition of
those issuers and securities markets. Moreover, substantially less information
may be publicly available about issuers in Asian growth markets than is
available about U.S. issuers.

SOCIAL, POLITICAL AND ECONOMIC FACTORS

Asian growth markets may be subject to a greater degree of social,
political and economic instability than is the case in the United States and
Western European countries. Such instability may result from, among other
things, the following: (i) authoritarian governments or military involvement in
political and economic decision-making, and changes in government through
extra-constitutional means; (ii) popular unrest associated with demand for
improved political, economic and social conditions; (iii) internal insurgencies,
(iv) war or hostile relations with neighboring countries; and (v) ethnic,
religious and racial disaffection. Such social, political and economic
instability could significantly disrupt the principal financial markets in which
the Portfolio invests and adversely affect the value of the Portfolio's assets.
In addition, there may be the possibility of asset expropriations or future
confiscatory levels of taxation affecting the Portfolio.

Few Asian growth markets have western-style or fully democratic
governments. Some governments in the region are authoritarian and influenced by
security forces. During the course of the last 25 years, governments in the
region have been installed or removed as a result of military coups, while
others have periodically demonstrated repressive police state characteristics.
Disparities of wealth, among other factors, have also led to social unrest in
some Asian growth markets, accompanied, in certain cases, by violence and labor
unrest. Ethnic, religious and racial disaffection, as evidenced in India,
Pakistan and Sri Lanka, have created social, economic and political problems.

B-6

<PAGE>

Several Asian growth markets have or in the past have had hostile
relationships with neighboring nations or have experienced internal insurgency.
Thailand has experienced border conflicts with Laos and Cambodia, and India is
engaged in border disputes with several of its neighbors, including the PRC and
Pakistan. Tension between the Tamil and Sinhalese communities in Sri Lanka has
resulted in periodic outbreaks of violence. An uneasy truce exists between North
Korea and South Korea, and the recurrence of hostilities remains possible.
Reunification of North Korea and South Korea could have a detrimental effect on
the economy of South Korea. Also, the PRC continues to claim sovereignty over
Taiwan. The PRC is acknowledged to possess nuclear weapons capability; North
Korea is alleged to possess or be in the process of developing such a
capability.

The economies of most Asian growth markets are heavily dependent upon
international trade and are accordingly affected by protective barriers and the
economic conditions of their trading partners, principally, the United States,
Japan, the PRC and the European Community. The enactment by the United States or
other principal trading partners of protectionist trade legislation, reduction
of foreign investment in the local economies and general declines in the
international securities markets could have a significant adverse effect upon
the securities markets of the Asian growth markets. In addition, the economies
of some Asian growth markets, Indonesia and Malaysia, for example, are
vulnerable to weakness in world prices for their commodity exports, including
crude oil.

Governments in certain Asian growth markets participate to a
significant degree, through ownership interest or regulation, in their
respective economies. Action by these governments could have a significant
adverse effect on market prices of securities and payment of dividends.

THe PRC has only recently permitted private economic activities and the
PRC government has exercised and continues to exercise substantial control over
virtually every sector of the PRC economy through regulation and state
ownership. Continued economic growth and development in the PRC, as well as
opportunities for foreign investment, and prospects of private sector
enterprises, in the PRC, will depend in many respects on the implementation of
the PRC's current program of economic reform, which cannot be assured.

In Hong Kong, British proposals to extend limited democracy have caused
a political rift with the PRC, which is scheduled to assume sovereignty over the
colony in 1997. Although the PRC has committed by treaty to preserve the
economic and social freedoms enjoyed in Hong Kong for 50 years after regaining
control of Hong Kong, the continuation of the current form of the economic
system in Hong Kong after the reversion will depend on the actions of

B-7

<PAGE>

the government of the PRC. In addition, such reversion has increased sensitivity
in Hong Kong to political developments and statements by public figures in the
PRC. Business confidence in Hong Kong, therefore, can be significantly affected
by such developments and statements, which in turn can affect markets and
business performance.

With respect to investments in Taiwan, it should be noted that Taiwan
lacks formal diplomatic relations with many nations, although it conducts trade
and financial relations with most major economic powers. Both the government of
the PRC and the government of the Republic of China in Taiwan claim sovereignty
over all of China. Although relations between Taiwan and the PRC are currently
peaceful, renewed frictions or hostility could interrupt operations of Taiwanese
companies in which the Portfolio invests and create uncertainty that could
adversely affect the value and marketability of its Taiwan investments.

With regard to India, agriculture occupies a more prominent position in
the Indian economy than in the United States, and the Indian economy therefore
is more susceptible to adverse changes in weather. The government of India has
exercised and continues to exercise significant influence over many aspects of
the economy, and the number of public sector enterprises in India is
substantial. Accordingly government actions in the future could have a
significant effect on the Indian economy which could affect private sector
companies, market conditions and prices and yields of securities held by the
Portfolio. Religious and ethnic unrest persists in India. The long standing
grievances between the Hindu and Muslim populations resulted in communal
violence during 1993 in the aftermath of the destruction of a mosque in Ayodhya
by radical elements of the Hindu population. The Indian government is also
confronted by separatist movements in several states and the long standing
border dispute with Pakistan over the State of Jammu and Kashmir, a majority of
whose population is Muslim, remains unsolved. In addition, Indian stock
exchanges have in the past been subject to repeated closure including for ten
days in December 1993 due to a broker's strike, and there can be no assurance
that this will not recur.

THINLY TRADED MARKETS

Compared to securities traded in the United States, all securities of
Asian growth market issuers may generally be considered to be thinly traded.
Even relatively widely held securities in such countries may not be able to
absorb trades of a size customarily transacted by institutional investors,
without price disruptions. Accordingly, the Portfolio's ability to reposition
itself will be more constrained than would be the case for a typical equity
mutual fund.

SETTLEMENT PROCEDURES AND DELAYS

Settlement procedures in Asian growth markets are less developed and
reliable than those in the United States and in

B-8

<PAGE>

other developed markets, and the Portfolio may experience settlement delays or
other material difficulties. This problem is particularly severe in India where
settlement is through physical delivery and, where currently, a severe shortage
of vault capacity exists among custodial banks, although efforts are being
undertaken to alleviate the shortage. In addition, significant delays are common
in registering transfers of securities, and the Portfolio may be unable to sell
such securities until the registration process is completed and may experience
delays in receipt of dividends and other entitlement. The recent and anticipated
inflow of funds into the Indian securities market has placed added strains on
the settlement system and transfer process. In addition, the Portfolio may be
subject to significant limitations in the future on the volume of trading during
any particular period, imposed by its sub-custodian in India or otherwise as a
result of such physical or other operational constraints.

JPM573

B-9
<PAGE>

PART C

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial Statements:

The following financial statements are included in Part A:

Financial Highlights: The JPM Advisor U.S. Fixed Income Fund

The following financial statements are included in Part B:

The JPM Advisor U.S. Fixed Income Fund
Statement of Assets and Liabilities at October 31, 1995
Statement of Operations for the period March 24, 1995 (Inception Date) to
October 31, 1995
Statement of Changes in Net Assets
Notes to Financial Statements, October 31, 1995

The U.S. Fixed Income Portfolio
Schedule of Investments at October 31, 1995
Statement of Assets and Liabilities at October 31, 1995
Statement of Operations for the fiscal year ended October 31, 1995
Statement of Changes in Net Assets
Supplementary Data
Notes to Financial Statements, October 31, 1995

The JPM Advisor International Fixed Income Fund
Statement of Assets and Liabilities at September 30, 1995
Notes to Financial Statement, September 30, 1995

The Non-U.S. Fixed Income Portfolio
Schedule of Investments at September 30, 1995
Statement of Assets and Liabilities at September 30, 1995
Statement of Operations for the fiscal year ended September 30, 1995
Statement of Changes in Net Assets
Supplementary Data
Notes to Financial Statements, September 30, 1995

The JPM Advisor U.S. Equity Fund
Statement of Assets and Liabilities at May 31, 1995
Notes to Financial Statement, May 31, 1995

The Selected U.S. Equity Portfolio
Schedule of Investments at May 31, 1995
Statement of Assets and Liabilities at May 31, 1995
Statement of Operations For the fiscal year ended May 31, 1995
Statement of Changes in Net Assets
Supplementary Data
Notes to Financial Statements, May 31, 1995
Schedule of Investments at November 30, 1995 (unaudited)
Statement of Assets and Liabilities at November 30, 1995 (unaudited)
Statement of Operations for the six months ended November 30, 1995
Statement of Changes in Net Assets (unaudited)
Supplement Data (unaudited)
Notes to Financial Statements, November 30 1995 (unaudited)

The JPM Advisor U.S. Small Cap Equity Fund
Statement of Assets and Liabilities at May 31, 1995
Notes to Financial Statement, May 31, 1995

The U.S. Small Company Portfolio
Schedule of Investments at May 31, 1995
Statement of Assets and Liabilities at May 31, 1995
Statement of Operations for the fiscal year ended May 31, 1995
Statement of Changes in Net Assets
Supplementary Data
Notes to Financial Statements, May 31, 1995
Schedule of Investments at November 30, 1995 (unaudited)
Statement of Assets and Liabilities at November 30, 1995 (unaudited)
Statement of Operations for the six months ended November 30, 1995
Statement of Changes in Net Assets (unaudited)
Supplement Data (unaudited)
Notes to Financial Statements, November 30 1995 (unaudited)

The JPM Advisor International Equity Fund
Statement of Assets and Liabilities at October 31, 1995
Notes to Financial Statement, October 31, 1995

The Non-U.S. Equity Portfolio
Schedule of Investments at October 31, 1995
Statement of Assets and Liabilities at October 31, 1995
Statement of Operations for the fiscal year ended October 31, 1995
Statement of Changes in Net Assets
Supplementary Data
Notes to Financial Statements, October 31, 1995

The JPM Advisor Emerging Markets Equity Fund
Statement of Assets and Liabilities at October 31, 1995
Notes to Financial Statement, October 31, 1995

The Emerging Markets Equity Portfolio
Schedule of Investments at October 31, 1995
Statement of Assets and Liabilities at October 31, 1995
Statement of Operations for the fiscal year ended October 31, 1995
Statement of Changes in Net Assets
Supplementary Data
Notes to Financial Statements, October 31, 1995

The JPM Advisor Asia Growth Fund
Statement of Assets and Liabilities at March 24, 1995
Notes to Financial Statement, March 24, 1995

The Asia Growth Portfolio
Schedule of Investments at December 31, 1995
Statement of Assets and Liabilities at December 31, 1995
Statement of Operations for the period April 4, 1995 (commencement of
operations) through December 31, 1995
Statement of Changes in Net Assets
Supplementary Data
Notes to Financial Statements December 31, 1995

The JPM Advisor European Equity Fund
Statement of Assets and Liabilities at March 24, 1995
Notes to Financial Statement, March 24, 1995

The European Equity Portfolio
Schedule of Investments at December 31, 1995
Statement of Assets and Liabilities at December 31, 1995
Statement of Operations for the period March 28, 1995 (commencement of
operations) through December 31, 1995
Statement of Changes in Net Assets
Supplementary Data
Notes to Financial Statements December 31, 1995

The JPM Advisor Japan Equity Fund
Statement of Assets and Liabilities at March 24, 1995
Notes to Financial Statement, March 24, 1995

The Japan Equity Portfolio
Schedule of Investments at December 31, 1995
Statement of Assets and Liabilities at December 31, 1995
Statement of Operations for the period March 28, 1995 (commencement of
operations) through December 31, 1995
Statement of Changes in Net Assets
Supplementary Data
Notes to Financial Statements December 31, 1995

(b) Exhibits

1 Declaration of Trust, as amended.4

1(a) Amendment No. 2 to the Declaration of Trust.4

1(b) Amendment No. 3 to the Amended Declaration of Trust.6

2 By-Laws, as amended.4

6 Distribution Agreement between Registrant and Signature Broker-Dealer
Services, Inc. ("SBDS").1

8 Custodian Contract between Registrant and State Street Bank and Trust
Company ("State Street").2

9(a) Administration Agreement between Registrant and SBDS.5

9(b) Services Agreement between Registrant and Morgan Guaranty Trust Company
of New York.2

9(c) Transfer Agency and Service Agreement between Registrant and State
Street.2

10 Opinion and consent of Sullivan & Cromwell.3

11 Consents of independent accountants.7

13 Purchase Agreements.3

16 Schedule for computation of performance quotations.3

17 Financial Data Schedules.7

18 Powers of Attorney.7

1 Incorporated herein by reference from the Registrant's registration statement
on Form N-1A (the "Registration Statement") as filed initially with the
Securities and Exchange Commission (the "SEC") on October 3, 1994.

2 Incorporated herein by reference from pre-effective amendment no. 1 to the
Registration Statement as filed with the SEC on March 1, 1995.

3 Incorporated herein by reference from pre-effective amendment no. 2 to the
Registration Statement as filed with the SEC on March 28, 1995.

4 Incorporated herein by reference from post-effective amendment no. 1 to the
Registration Statement as filed with the SEC on September 29, 1995.

5 Incorporated herein by reference from post-effective amendment no. 3 to the
Registration Statement as filed with the SEC on March 1, 1996.

6 Incorporated herein by reference from post-effective amendment no. 4 to the
Registration Statement as filed with the SEC on April 17, 1996.

7 Filed herewith.

ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.

Not applicable.

ITEM 26. NUMBER OF HOLDERS OF SECURITIES.

Title of Class: Shares of Beneficial Interest (par value $0.001)

As of April 16, 1996:

The JPM Advisor U.S. Fixed Income: 1
The JPM Advisor International Fixed Income Fund: 2
The JPM Advisor U.S. Equity Fund: 1
The JPM Advisor U.S. Small Cap Equity Fund: 2
The JPM Advisor International Equity Fund: 3
The JPM Advisor Emerging Markets Equity Fund: 4
The JPM Advisor Asia Growth Fund: 4
The JPM Advisor European Equity Fund: 6
The JPM Advisor Japan Equity Fund: 4
The JPM Advisor Diversified Fund: none

ITEM 27. INDEMNIFICATION.

Reference is made to Section 5.3 of Registrant's Declaration of Trust
and Article 4 of Registrant's Distribution Agreement.

Registrant, its Trustees and officers are insured against certain
expenses in connection with the defense of claims, demands, actions, suits, or
proceedings, and certain liabilities that might be imposed as a result of such
actions, suits or proceedings.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "1933 Act"), may be permitted to directors,
trustees, officers and controlling persons of the Registrant and the principal
underwriter pursuant to the foregoing provisions or otherwise, the Registrant
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the 1933 Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
trustee, officer, or controlling person of the Registrant and the principal
underwriter in connection with the successful defense of any action, suite or
proceeding) is asserted against the Registrant by such director, trustee,
officer or controlling person or principal underwriter in connection with the
shares being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the 1933 Act and will be governed by the
final adjudication of such issue.

ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.

Not applicable.

ITEM 29. PRINCIPAL UNDERWRITERS.

(a) SBDS is the Distributor (the "Distributor") for the shares of the
Registrant. SBDS also serves as the principal underwriter or placement agent for
numerous other registered investment companies.

(b) The following are the directors and officers of the Distributor.
The principal business address of these individuals is 6 St. James Avenue, Suite
900, Boston, Massachusetts 02116 unless otherwise noted.

PHILIP W. COOLIDGE: President, Chief Executive Officer and Director of SBDS.
President of Registrant.

BARBARA M. O'DETTE: Assistant Treasurer of SBDS.

LINWOOD C. DOWNS: Treasurer of SBDS.

JOHN R. ELDER: Assistant Treasurer of SBDS. Treasurer of Registrant.

THOMAS M. LENZ: Assistant Secretary of SBDS. Secretary of Registrant.

MOLLY S. MUGLER: Assistant Secretary of SBDS. Assistant Secretary of Registrant.

LINDA T. GIBSON: Assistant Secretary of SBDS. Assistant Secretary of Registrant.

BETH A. REMY: Assistant Treasurer of SBDS.

ANDRES E. SALDANA: Assistant Secretary of SBDS. Assistant Secretary of the
Registrant.

SUSAN JAKUBOSKI: Assistant Treasurer of SBDS.

JULIE J. WYETZNER: Product Management Officer of SBDS.

KATE B.M. BOLSOVER: Director of SBDS; Signature Financial Group (Europe), Ltd.,
49 St. James's Street, London SW1A 1JT.

ROBERT G. DAVIDOFF: Director of SBDS; CMNY Capital, L.P., 135 East 57th Street
New York, NY 10022.

LEEDS HACKETT: Director of SBDS; Hackett Associates Limited, 1260 Avenue of the
Americas, 12th Floor, New York, NY 10020

LAURENCE B. LEVINE: Director of SBDS; Blair Corporation, 250 Royal Palm Way,
Palm Beach, FL 33480

DONALD S. CHADWICK: Director of SBDS; 4609 Bayard Street, Apartment 411,
Pittsburgh, PA 15213.

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS.

All accounts, books and other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940, as amended (the "1940
Act"), and the Rules thereunder will be maintained at the offices of:

Morgan Guaranty Trust Company of New York: 60 Wall Street, New York, New York
10260-0060, 9 West 57th Street, New York, New York 10019 or 522 Fifth Avenue,
New York, New York 10036 (records relating to its functions as shareholder
servicing agent, and services agent).

State Street Bank and Trust Company: 1776 Heritage Drive, North Quincy,
Massachusetts 02171 (records relating to its functions as custodian, transfer
agent and dividend disbursing agent).

Signature Broker-Dealer Services, Inc.: 6 St. James Avenue, Boston,
Massachusetts 02116 (records relating to its functions as distributor and
administrator).

Investors Bank and Trust Company: 1 First Canadian Place, Suite 5820, P.O. Box
231, Toronto, Ontario M5X1C8 (accounting records).

ITEM 31. MANAGEMENT SERVICES.

Not applicable.

ITEM 32. UNDERTAKINGS.

(a) If the information called for by Item 5A of Form N-1A is contained in the
latest annual report to shareholders, the Registrant shall furnish each person
to whom a prospectus is delivered with a copy of the Registrant's latest annual
report to shareholders upon request and without charge.

(b) The Registrant undertakes to file a post-effective amendment, using
financials which need not be certified, within four to six months following the
effective date of this registration statement. The financial statements included
in such amendment will be as of and for the time period ended on a date
reasonably close or as soon as practicable to the date of the filing of the
amendment.

(c) The Registrant undertakes to comply with Section 16(c) of the 1940 Act as
though such provisions of the 1940 Act were applicable to the Registrant, except
that the request referred to in the third full paragraph thereof may only be
made by shareholders who hold in the aggregate at least 10% of the outstanding
shares of the Registrant, regardless of the net asset value of shares held by
such requesting shareholders.

<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this registration statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this
post-effective amendment to its registration statement on Form N-1A to be signed
on its behalf by the undersigned, thereto duly authorized in the City of Boston,
and Commonwealth of Massachusetts on the 30th day of April, 1996.

THE JPM ADVISOR FUNDS

By /S/PHILIP W. COOLIDGE
------------------------
Philip W. Coolidge
President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on April 30, 1996.

/S/PHILIP W. COOLIDGE
- ------------------------
Philip W. Coolidge
President

JOHN R. ELDER*
- ------------------------
John R. Elder
Treasurer and Principal Financial and Accounting Officer

JOHN E. BAUMGARDNER, JR.*
- ------------------------------
John E. Baumgardner, Jr.
Trustee

JOHN C. COX*
- ------------------------
John C. Cox
Trustee

JOHN R. RETTBERG*
- ------------------------
John R. Rettberg
Trustee

JOHN F. RUFFLE*
- ------------------------
John F. Ruffle
Trustee

KENNETH WHIPPLE*
- ------------------------
Kenneth Whipple
Trustee

*By /S/THOMAS M. LENZ
------------------------
Thomas M. Lenz

as attorney-in-fact pursuant to a power of attorney filed herewith.

<PAGE>
SIGNATURES

Each Portfolio has duly caused this registration statement on Form N-1A
("Registration Statement") of The JPM Advisor Funds (the "Trust") (File No.
33-84798) to be signed on its behalf by the undersigned, thereto duly
authorized, in the City of George Town, Grand Cayman, Cayman Islands, B.W.I.,
on the 30th day of April, 1996.

THE U.S. FIXED INCOME PORTFOLIO, THE SELECTED U.S. EQUITY PORTFOLIO,
THE U.S. SMALL COMPANY PORTFOLIO, THE NON-U.S. EQUITY PORTFOLIO, THE EMERGING
MARKETS EQUITY PORTFOLIO, THE NON-U.S. FIXED INCOME PORTFOLIO AND THE SERIES
PORTFOLIO

By /S/ SUSAN JAKUBOSKI
------------------------
Susan Jakuboski
Assistant Secretary and Assistant Treasurer

Pursuant to the requirements of the Securities Act of 1933, the Trust's
Registration Statement has been signed below by the following persons in the
capacities indicated on April 30, 1996.

JOHN R. ELDER*
- ------------------------
John R. Elder
Treasurer and Principal Financial and Accounting Officer of the Portfolio

MATTHEW S. HEALEY*
- ------------------------
Matthew Healey
Chairman and Chief Executive
Officer of the Portfolios

F.S. ADDY*
- ------------------------
F.S. Addy
Trustee of the Portfolios

WILLIAM G. BURNS*
- ------------------------
William G. Burns
Trustee of the Portfolios

ARTHUR C. ESCHELAUER*
- ------------------------
Arthur C. Eschenlauer
Trustee of the Portfolios

MICHAEL P. MALLARDI*
- ------------------------
Michael P. Mallardi
Trustee of the Portfolios

*By /S/ SUSAN JAKUBOSKI
------------------------
Susan Jakuboski,
as attorney-in-fact pursuant to a power of attorney filed herewith.

INDEX TO EXHIBITS

Exhibit No. Description of Exhibit
- ----------- ----------------------

EX-99.B11 Consents of independent accountants.

EX-99.B18 Powers of Attorney.

EX-27 Financial Data Schedules.

CONSENTS OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Statement of Additional Information
constituting part of this Post-Effective Amendment No. 5 to the registration
statement on Form N-1A (the "Registration Statement") of our reports dated
January 30, 1996, relating to the statements of assets and liabilities of The
JPM Advisor Emerging Markets Equity Fund and The JPM Advisor International
Equity Fund at October 31, 1995, The JPM Advisor International Fixed Income Fund
at September 30, 1995, and The JPM Advisor U.S. Equity Fund and The JPM Advisor
U.S. Small Cap Equity Fund at May 31, 1995, and our reports dated March 24,
1995, relating to the statements of assets and liabilities of The JPM Advisor
Asia Growth Fund, The JPM Advisor European Equity Fund and The JPM Advisor Japan
Equity Fund, at March 24, 1995, which appear in such Statement of Additional
Information, and to the incorporation by reference of our reports into the
Prospectus which constitute part of this Registration Statement.

We hereby consent to the incorporation by reference in the Prospectus and
Statement of Additional Information constituting parts of the Registration
Statement of our reports dated July 26, 1995, relating to the financial
statements and supplementary data of The Selected U.S. Equity Portfolio and The
U.S. Small Company Portfolio appearing the May 31, 1995 Annual Reports, which
are also incorporated by reference into the Registration Statement.

We hereby consent to the incorporation by reference in the Prospectus
and Statement of Additional Information constituting parts of the Registration
Statement of our reports dated August 28, 1995, relating to the financial
statements and supplementary data of The Diversified Portfolio appearing in the
June 30, 1995 Annual Report, which is also incorporated by reference into the
Registration Statement.

We hereby consent to the incorporation by reference in the Prospectus and
Statement of Additional Information constituting parts of the Registration
Statement of our report dated November 20, 1995, relating to the financial
statements and supplementary data of The Non-U.S. Fixed Income Portfolio
appearing in the September 30, 1995 Annual Report, which is also incorporated
by reference into the Registration Statement.

We hereby consent to the incorporation by reference in the Prospectus and
Statement of Additional Information constituting parts of the Registration
Statement of our report dated February 27, 1996, relating to the financial
statements and financial highlights of The JPM Advisor U.S. Fixed Income Fund at
October 31, 1995 and our reports dated December 22, 1995, relating to the
financial statements and supplementary data of The U.S. Fixed Income Portfolio,
The Emerging Markets Equity Portfolio, and The Non-U.S. Equity Portfolio
appearing in the October 31, 1995 Annual Reports, which are also incorporated by
reference into the Registration Statement.

We hereby consent to the incorporation by reference in the Prospectus
and Statement of Additional Information constituting parts of the Registration
Statement of our report dated February 23, 1996, relating to the financial
statements and supplementary data of The Asia Growth Portfolio, The Japan Equity
Portfolio, and The European Equity Portfolio at December 31, 1995, which are
also incorporaed by reference into the Registration Statement.

We also consent to the references to us under the headings "Independent
Accountants" and "Financial Statements" in the Statement of Additional
Information.

/s/PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
New York, New York
April 29, 1996

POWER OF ATTORNEY

The undersigned hereby constitutes and appoints Philip W. Coolidge,
John R. Elder, James E. Hoolahan, Thomas M. Lenz, Molly S. Mugler, Daniel E.
Shea, David G. Danielson, Andres E. Saldana and Linda T. Gibson and each of
them, with full powers of substitution as his true and lawful attorneys and
agents to execute in his name and on his behalf in any and all capacities the
Registration Statements on Form N-1A, and any and all amendments thereto, filed
by The JPM Advisor Funds (the "Trust") with the Securities and Exchange
Commission under the Investment Company Act of 1940, as amended, and the
Securities Act of 1933, as amended, and any and all instruments which such
attorneys and agents, or any of them, deem necessary or advisable to enable the
Trust to comply with such Acts, the rules, regulations and requirements of the
Securities and Exchange Commission, and the securities or Blue Sky laws of any
state or other jurisdiction, and the undersigned hereby ratifies and confirms as
his own act and deed any and all acts that such attorneys and agents, or any of
them, shall do or cause to be done by virtue hereof. Any one of such attorneys
and agents have, and may exercise, all of the powers hereby conferred.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 15th
day of February, 1996, in New York, New York.

/s/ John C. Cox
- -------------------------------
John C. Cox

JPM222E

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 15th
day of February, 1996, in New York, New York.

/s/ John F. Ruffle
- -------------------------------
John F. Ruffle

JPM222E

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 15th
day of February, 1996, in New York, New York.

/s/ John R. Rettberg
- -------------------------------
John R. Rettberg

JPM222E

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 15th
day of February, 1996, in New York, New York.

/s/ Kenneth Whipple, Jr.
- -------------------------------
Kenneth Whipple, Jr.

JPM222E

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 15th
day of February, 1996, in New York, New York.

/s/ John E. Baumgardner, Jr.
- -------------------------------
John E. Baumgardner, Jr.

JPM222E

<PAGE>

POWER OF ATTORNEY

The undersigned hereby constitutes and appoints John R. Elder, James E.
Hoolahan, Thomas M. Lenz, Molly S. Mugler, Daniel E. Shea, David G. Danielson,
Andres E. Saldana and Linda T. Gibson and each of them, with full powers of
substitution as his true and lawful attorneys and agents to execute in his name
and on his behalf in any and all capacities the Registration Statements on Form
N-1A, and any and all amendments thereto, filed by The JPM Advisor Funds (the
"Trust") with the Securities and Exchange Commission under the Investment
Company Act of 1940, as amended, and the Securities Act of 1933, as amended, and
any and all instruments which such attorneys and agents, or any of them, deem
necessary or advisable to enable the Trust to comply with such Acts, the rules,
regulations and requirements of the Securities and Exchange Commission, and the
securities or Blue Sky laws of any state or other jurisdiction, and the
undersigned hereby ratifies and confirms as his own act and deed any and all
acts that such attorneys and agents, or any of them, shall do or cause to be
done by virtue hereof. Any one of such attorneys and agents have, and may
exercise, all of the powers hereby conferred.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 28th
day of February, 1996, in Boston, Massachusetts.

/s/ Philip W. Coolidge
- -------------------------------
Philip W. Coolidge

JPM222E

<PAGE>

POWER OF ATTORNEY

The undersigned hereby constitutes and appoints Philip W. Coolidge,
James E. Hoolahan, Thomas M. Lenz, Molly S. Mugler, Daniel E. Shea, David G.
Danielson, Andres E. Saldana and Linda T. Gibson and each of them, with full
powers of substitution as his true and lawful attorneys and agents to execute in
his name and on his behalf in any and all capacities the Registration Statements
on Form N-1A, and any and all amendments thereto, filed by The JPM Advisor Funds
(the "Trust") with the Securities and Exchange Commission under the Investment
Company Act of 1940, as amended, and the Securities Act of 1933, as amended, and
any and all instruments which such attorneys and agents, or any of them, deem
necessary or advisable to enable the Trust to comply with such Acts, the rules,
regulations and requirements of the Securities and Exchange Commission, and the
securities or Blue Sky laws of any state or other jurisdiction, and the
undersigned hereby ratifies and confirms as his own act and deed any and all
acts that such attorneys and agents, or any of them, shall do or cause to be
done by virtue hereof. Any one of such attorneys and agents have, and may
exercise, all of the powers hereby conferred.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 13th
day of February, 1996, in Boston, Massachusetts.

/s/ John R. Elder
- -------------------------------
John R. Elder

JPM222E
<PAGE>

POWER OF ATTORNEY

The undersigned hereby constitutes and appoints Philip W. Coolidge,
John R. Elder, James E. Hoolahan, Susan Jakuboski, Thomas M. Lenz, Molly S.
Mugler, Linda T. Gibson, Andres E. Saldana, David G. Danielson and Daniel E.
Shea, and each of them, with full powers of substitution as his true and lawful
attorneys and agents to execute in his name and on his behalf in any and all
capacities the Registration Statements on Form N-1A, and any and all amendments
thereto, filed by The Pierpont Funds, The JPM Institutional Funds or The JPM
Advisor Funds (each a "Trust"), or the Registration Statement(s), and any and
all amendments thereto, filed by any other investor in any registered investment
company in which any of the Trusts invest, with the Securities and Exchange
Commission under the Investment Company Act of 1940, as amended, and the
Securities Act of 1933, as amended, and any and all instruments which such
attorneys and agents, or any of them, deem necessary or advisable to enable each
Trust to comply with such Acts, the rules, regulations and requirements of the
Securities and Exchange Commission, and the securities or Blue Sky laws of any
state or other jurisdiction, and the undersigned hereby ratifies and confirms as
his own act and deed any and all acts that such attorneys and agents, or any of
them, shall do or cause to be done by virtue hereof. Any one of such attorneys
and agents have, and may exercise, all of the powers hereby conferred.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
10th day of April, 1996, in Paget, Bermuda.

/s/ FREDERICK S. ADDY
______________________
Frederick S. Addy
JPM451B

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
10th day of April, 1996, in Paget, Bermuda.

/s/ WILLIAM G. BURNS
______________________
William G. Burns

JPM451B

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 10th
day of April, 1996, in Paget, Bermuda.

/s/ ARTHUR C. ESCHENLAUER
________________________
Arthur C. Eschenlauer

JPM451B

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
10th day of April, 1996, in Paget, Bermuda.

/s/ MATTHEW HEALEY
_______________________
Matthew Healey

JPM451B

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
10th day of April, 1996, in Paget, Bermuda.

/s/ MICHAEL P. MALLARDI
_________________________
Michael P. Mallardi

JPM451B

<PAGE>

POWER OF ATTORNEY

The undersigned hereby constitutes and appoints Philip W. Coolidge,
James E. Hoolahan, Susan Jakuboski, Thomas M. Lenz, Molly S. Mugler, Linda T.
Gibson, Andres E. Saldana, David G. Danielson and Daniel E. Shea, and each of
them, with full powers of substitution as his true and lawful attorneys and
agents to execute in his name and on his behalf in any and all capacities the
Registration Statements on Form N-1A, and any and all amendments thereto, filed
by The Pierpont Funds, The JPM Institutional Funds or The JPM Advisor Funds
(each a "Trust"), or the Registration Statement(s), and any and all amendments
thereto, filed by any other investor in any registered investment company in
which any of the Trusts invest, with the Securities and Exchange Commission
under the Investment Company Act of 1940, as amended, and the Securities Act of
1933, as amended, and any and all instruments which such attorneys and agents,
or any of them, deem necessary or advisable to enable each Trust to comply with
such Acts, the rules, regulations and requirements of the Securities and
Exchange Commission, and the securities or Blue Sky laws of any state or other
jurisdiction, and the undersigned hereby ratifies and confirms as his own act
and deed any and all acts that such attorneys and agents, or any of them, shall
do or cause to be done by virtue hereof. Any one of such attorneys and agents
have, and may exercise, all of the powers hereby conferred.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 8th
day of February, 1996, in Nassau, Bahamas.

/s/ JOHN R. ELDER
_________________________
John R. Elder

JPM451B
<PAGE>

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL DATA EXTRACTED FROM THE OCTOBER 31,
1995 ANNUAL REPORT FOR THE JPM ADVISOR U.S. FIXED INCOME FUND AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH ANNUAL REPORT.
</LEGEND>
<CIK> 0000931068
<NAME> THE JPM ADVISOR FUNDS
<SERIES>
<NUMBER> 3
<NAME> THE JPM ADVISOR U.S. FIXED INCOME FUND

<S> <C>
<PERIOD-TYPE> 7-MOS
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-START> MAR-24-1995
<PERIOD-END> OCT-31-1995
<INVESTMENTS-AT-COST> 102,849
<INVESTMENTS-AT-VALUE> 106,380
<RECEIVABLES> 236
<ASSETS-OTHER> 34,509
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 141,125
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 35,273
<TOTAL-LIABILITIES> 35,273
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 100,064
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 127
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 2,130
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 3,531
<NET-ASSETS> 105,852
<DIVIDEND-INCOME> 27
<INTEREST-INCOME> 4,366
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 4,393
<REALIZED-GAINS-CURRENT> 2,294
<APPREC-INCREASE-CURRENT> 3,531
<NET-CHANGE-FROM-OPS> 10,218
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 4,391
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 5,852
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 18,336
<AVERAGE-NET-ASSETS> 104
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> .44
<PER-SHARE-GAIN-APPREC> .58
<PER-SHARE-DIVIDEND> .44
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.58
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>