JP MORGAN SERIES TRUST II, 485APOS, 1999-02-25

JP MORGAN SERIES TRUST II
485APOS, 1999-02-25

Previous: JPF SEPARATE ACCOUNT C OF JEFFERSON PILOT FINANCIAL INS CO, NSAR-U, 1999-02-25

Next: JP MORGAN SERIES TRUST II, NSAR-B, 1999-02-25

<PAGE>

As filed with the Securities and Exchange Commission on February 25, 1999
Securities Act File No. 33-72834
Investment Company Act File No. 811-8212
================================================================================
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-1A

REGISTRATION UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No. __ [ ]

Post-Effective Amendment No. 8 [X]

and

REGISTRATION UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

AMENDMENT NO. 10 [X]

(Check appropriate box or boxes)

J.P. MORGAN SERIES TRUST II
(Exact Name of Registrant as Specified in Charter)

60 State Street, Suite 1300, Boston, Massachusetts 02109
(Address of Principal Executive Offices)

Registrant's Telephone Number, Including Area Code: (800) 221-7930

Christopher J. Kelley, c/o Funds Distributor, Inc.,
60 State Street, Suite 1300, Boston Massachusetts 02109
(Name and Address of Agent for Service)

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

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

[ ] immediately upon filing pursuant to paragraph (b)

[ ] on (date) pursuant to paragraph (b)

[ ] 60 days after filing pursuant to paragraph (a)(1)

[X] on May 1, 1999 pursuant to paragraph (a)(1)

[ ] 75 days after filing pursuant to paragraph (a)(2)

[ ] on (date) pursuant to paragraph (a)(2) 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.

<PAGE>

MAY 1, 1999 | PROSPECTUS
- --------------------------------------------------------------------------------

J.P. MORGAN SERIES TRUST II

Treasury Money Market Portfolio

Bond Portfolio

Equity Portfolio

Small Company Portfolio

International Opportunities Portfolio

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

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

Distributed by Funds Distributor, Inc. JPMorgan

<PAGE>

(THIS PAGE IS INTENTIONALLY LEFT BLANK)

<PAGE>

CONTENTS
- --------------------------------------------------------------------------------
2 | Each portfolio's goal, investment approach, risks, expenses and performance

J.P. MORGAN SERIES TRUST II
J.P. Morgan Treasury Money Market Portfolio ................. 2
J.P. Morgan Bond Portfolio .................................. 4
J.P. Morgan Equity Portfolio ................................ 6
J.P. Morgan Small Company Portfolio ......................... 8
J.P. Morgan International Opportunities Portfolio ........... 10

12 |
J.P. MORGAN MANAGEMENT APPROACH
J.P. Morgan ................................................. 12
Money market investment process ............................. 12
Fixed income investment process ............................. 13
U.S. equity investment process .............................. 14
International equity investment process ..................... 15

16 | Investing in the J.P. Morgan Series Trust II

BUY/SELL SHARES
Account policies ............................................ 16
Dividends, distributions and taxes .......................... 16

17 | More about the portfolios' business operations

FUND DETAILS
Business structure .......................................... 17
Management and administration ............................... 17
Financial Highlights ........................................ 18

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

Each portfolio is intended to be a funding vehicle for variable annuity
contracts ("VA contracts") and variable life insurance policies ("VLI policies"
and, together with VA contracts, "Policies") offered by the separate accounts of
Participating Insurance Companies. Individuals may not purchase shares directly
from the portfolios. The Policies are described in the separate prospectuses
issued by the Participating Insurance Companies over which the portfolios assume
no responsibility. Portfolio shares also are offered to qualified pension and
retirement plans and accounts permitting accumulation of assets on a
tax-deferred basis ("Eligible Plans"). The investment objective and policies of
the portfolios may be similar to other funds/portfolios managed or advised by
J.P. Morgan. However, the investment results of the portfolios may be higher or
lower than, and there is no guarantee that the investment results of the
portfolios will be comparable to, any other J.P. Morgan fund/portfolio.

<PAGE>

J.P. MORGAN TREASURY
MONEY MARKET PORTFOLIO |
- --------------------------------------------------------------------------------

[GRAPHIC OMITTED] GOAL
The portfolio's goal is to provide current income consistent with the
preservation of capital and same-day liquidity. This goal can be changed only
with shareholder approval.

[GRAPHIC OMITTED] INVESTMENT APPROACH
The portfolio purchases securities that offer the highest credit quality and
provide regular income. It invests exclusively in U.S. Treasury obligations and
repurchase agreements collateralized by these obligations. Some of these
investments may be purchased on a when-issued or delayed delivery basis.

The portfolio's yield will vary in response to changes in interest rates. How
well the portfolio's yield compares to the yields of similar money market funds
will depend on the success of the investment process described on page 12.

While the portfolio's U.S. Treasury obligations are backed by the full faith and
credit of the federal government, investors should bear in mind that any
repurchase agreements the portfolio may hold do not have this guarantee (even
though they are fully collateralized by Treasuries), and that in any case,
government guarantees do not extend to shares of the portfolio itself.

The portion of the portfolio's income derived from direct investments in U.S.
Treasury obligations may be exempt from state and local personal income taxes.

An investment in the portfolio is not a deposit of any bank and is not insured
or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency. Although the portfolio seeks to preserve the value of your
investment at $1 per share, it is possible to lose money by investing in the
portfolio.

REGISTRANT: J.P. MORGAN SERIES TRUST II
(J.P. MORGAN TREASURY MONEY MARKET PORTFOLIO)

PORTFOLIO MANAGEMENT
The portfolio's assets are managed by J.P. Morgan, which currently manages
approximately $316 billion, including more than $12.6 billion using similar
strategies as the portfolio.

The portfolio management team is led by Robert R. Johnson, vice president, who
has been on the team since the fund's inception and has been at J.P. Morgan
since 1988, Daniel B. Mulvey, vice president, who joined the team in January
1995 and has been at J.P. Morgan since 1991, and by John Donohue, vice
president, who has been on the team since joining J.P. Morgan in June 1997.
Prior to managing this fund, Mr. Donohue was an Institutional Money Market
Portfolio Manager at Goldman Sachs & Co.

- --------------------------------------------------------------------------------
BEFORE YOU INVEST
Investors considering the portfolio should understand that:

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

o The portfolio does not represent a complete investment program

2 | J.P. MORGAN TREASURY MONEY MARKET PORTFOLIO

<PAGE>

PAST PERFORMANCE
- --------------------------------------------------------------------------------
Performance information of the portfolio should not be compared with other funds
that offer their shares directly to the public since the figures provided do not
reflect charges imposed by Participating Insurance Companies under their VA
contracts or VLI policies. These rates will reflect the deduction of mortality
and expense risk charges and will therefore be lower. Policy holders should
consult the prospectus for their contract or policy.

The bar chart and table shown below provide some indication of the risks of
investing in J.P. Morgan Treasury Money Market Portfolio.

The bar chart indicates the risks by showing changes in the performance of the
portfolio's shares from year to year since inception.

The table indicates the risks by showing how the portfolio's average annual
returns for the past one year and life of the portfolio compared to those of the
IBC's U.S. Treasury and Repo Money Fund Average. This is an average of all major
U.S. treasury and repo money market fund returns.

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

Total returns (%) Shows changes in returns by calendar year(1,2)
- --------------------------------------------------------------------------------
1996 1997 1998
10%

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

[] J.P. Morgan Treasury Money Market Portfolio

For the period covered by this year-by-year total return chart, the portfolio's
highest quarterly return was ___% (for the quarter ended __________); and the
lowest quarterly return was ___% (for the quarter ended ___________).

PERFORMANCE (unaudited)
Average annual total return (%) Shows performance over time, for period ended
December 31, 1998(1)
- --------------------------------------------------------------------------------
Past 1 yr. Life of portfolio
J.P. Morgan Treasury Money Market
Portfolio (after expenses) ____ ____
- --------------------------------------------------------------------------------
IBC's U.S. Treasury & Repo Money
Fund Average ____ ____
- --------------------------------------------------------------------------------

<PAGE>

- --------------------------------------------------------------------------------
INVESTOR EXPENSES
The expenses of the portfolio are shown at right. The portfolio has no sales,
redemption, exchange, or account fees. The annual portfolio expenses are
deducted from portfolio assets prior to performance calculations.

Annual portfolio operating expenses(3) (%)
(expenses that are deducted from portfolio assets)
- ---------------------------------------------------
Management fees 0.20

Marketing (12b-1) fees None

Other expenses ____

Total operating expenses ____

Fee Waiver and Expense
Reimbursement ____
- ---------------------------------------------------
Net Expenses ____
- ---------------------------------------------------

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

- --------------------------------------------------------------------------------
1 yr. 3 yrs. 5 yrs. 10 yrs.
Your cost($) ___ ___ ___ ___
- --------------------------------------------------------------------------------

(1) The portfolio commenced operations on 1/3/95.

(2) The portfolio's fiscal year end is 12/31.

(3) Refects an agreement by Morgan Guaranty Trust Company of New York ("Morgan
Guaranty"), an affiliate of J.P. Morgan, to reimburse the portfolio to the
extent certain expenses exceed in any fiscal year .60% of the portfolio's
average daily net assets.

J.P. MORGAN TREASURY MONEY MARKET PORTFOLIO | 3

<PAGE>

J.P. MORGAN BOND PORTFOLIO |
- --------------------------------------------------------------------------------

[GRAPHIC OMITTED] GOAL
The portfolio's goal is to provide high total return consistent with moderate
risk of capital and maintenance of liquidity. This goal can be changed only with
shareholder approval.

[GRAPHIC OMITTED] INVESTMENT APPROACH
The portfolio invests primarily in fixed income securities, including U.S.
government and agency securities, corporate bonds, asset-backed and
mortgage-backed securities, that it believes have the potential to provide a
high total return over time. These securities may be of any maturity, but under
normal market conditions the management team will keep the portfolio's duration
(duration is a measure of how sensitive the securities held by the portfolio may
be to changes in interest rates) within one year of that of the Salomon Brothers
Broad Investment Grade Bond Index (currently about five years).

The portfolio may invest up to 20% of its assets in debt securities denominated
in foreign currencies, and may invest without limitation in U.S.
dollar-denominated securities of foreign issuers. The portfolio typically hedges
its non-dollar investments back to the U.S. dollar. At least 75% of assets must
be invested in securities that, at the time of purchase, are rated
investment-grade (BBB/Baa or better) by a nationally recognized statistical
rating organization or are the unrated equivalent, including at least 65% A or
better. No more than 25% of assets may be invested in securities rated B or
better.

The portfolio's share price and total return will vary in response to changes in
interest rates. How well the portfolio's performance compares to that of similar
fixed income funds will depend on the success of the investment process, which
is described on page 13.

To the extent that the portfolio seeks higher returns by investing in
non-investment-grade bonds, often called junk bonds, it takes on additional
risks, since these bonds are more sensitive to economic news and their issuers
have a less secure financial position. To the extent the portfolio invests in
foreign securities, it could lose money because of foreign government actions,
political instability, currency fluctuation or lack of adequate and accurate
information. The fund may engage in active and frequent trading, leading to
increased portfolio turnover and the possibility of increased capital gains.

An investment in the fund is not a deposit of any bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency. You could lose money if you sell when the fund's share price is lower
than when you invested.

REGISTRANT: J.P. MORGAN SERIES TRUST II
(J.P. MORGAN BOND PORTFOLIO)

PORTFOLIO MANAGEMENT
The portfolio's assets are managed by J.P. Morgan, which currently manages over
$316 billion, including more than $32.9 billion using similar strategies as the
portfolio.

The portfolio management team is led by William G. Tennille, vice president, who
has been at J.P. Morgan since 1992, Connie J. Plaehn, managing director, who has
been at J.P. Morgan since 1984, and John Snyder, vice president, who has been at
J.P. Morgan since 1993. Mr. Tennille and Ms. Plaehn have been on the team since
January 1994. Mr. Snyder has been a fixed income portfolio manager since joining
J.P. Morgan.

- --------------------------------------------------------------------------------
BEFORE YOU INVEST
Investors considering the portfolio should understand that:

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

o The portfolio does not represent a complete investment program.

4 | J.P. MORGAN BOND PORTFOLIO

<PAGE>

PAST PERFORMANCE

- --------------------------------------------------------------------------------

Performance information of the portfolio should not be compared with other funds
that offer their shares directly to the public since the figures provided do not
reflect charges imposed by Participating Insurance Companies under their VA
contracts or VLI policies. These rates will reflect the deduction of mortality
and expense risk charges and will therefore be lower. Policy holders should
consult the prospectus for their contract or policy.

The bar chart and table shown below provide some indication of the risks of
investing in J.P. Morgan Bond Portfolio.

The bar chart indicates the risks by showing changes in the performance of the
portfolio's shares from year to year since inception.

The table indicates the risks by showing how the portfolio's average annual
returns for the past one year and life of the portfolio compare to those of the
Salomon Brothers Broad Investment Grade Bond Index. This is a widely recognized,
unmanaged index of U.S. Treasury and agency securities and investment-grade
mortgage and corporate bonds used as a measure of overall bond market
performance.

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

Year-by-year total return (%) Shows changes in returns by calendar year(1,2)
- --------------------------------------------------------------------------------
1996 1997 1998

[] J.P. Morgan Bond Portfolio

For the period covered by this year-by-year total return chart, the portfolio's
highest quarterly return was ___ % (for the quarter ended ___ ); and the lowest
quarterly return was ___ % (for the quarter ended ___ ).

Average annual total return (%) Shows performance over
time, for periods ended December 31, 1998(1)
- --------------------------------------------------------------------------------
Past 1 yr. Life of portfolio
J.P. Morgan Bond Portfolio
(after expenses) -- --
- --------------------------------------------------------------------------------
Salomon Brothers Broad Investment
Grade Bond Index (no expenses) -- --
- --------------------------------------------------------------------------------

<PAGE>

Annual portfolio operating expenses (%)
(expenses that are deducted from portfolio assets)
- -----------------------------------------------------
Management fees 0.30

Marketing (12b-1) fees None

Other expenses ____

Total operating expenses ____

Fee Waiver and Expense
Reimbursement ____
- -----------------------------------------------------
Net Expenses ____
- -----------------------------------------------------

- --------------------------------------------------------------------------------
1 yr. 3 yrs. 5 yrs. 10 yrs.
Your cost($) -- -- -- --
- --------------------------------------------------------------------------------

(1) The portfolio commenced operations on 1/3/95.

(2) The portfolio's fiscal year end is 12/31.

(3) Reflects an agreement by Morgan Guaranty Trust Company of New York ("Morgan
Guaranty"), an affiliate of J.P. Morgan, to reimburse the portfolio to the
extent certain expenses exceed in any fiscal year .75% of the portfolio's
average daily net assets.

J.P. MORGAN BOND PORTFOLIO | 5

<PAGE>

J.P. MORGAN EQUITY PORTFOLIO |
- --------------------------------------------------------------------------------

[GRAPHIC OMITTED] GOAL
The portfolio's goal is to provide high total return from a portfolio of
selected equity securities. This goal can be changed only with shareholder
approval.

[GRAPHIC OMITTED] Investment Approach
The portfolio invests primarily in large- and medium-capitalization U.S.
companies, typically represented by the Standard & Poor's 500 Stock Index. The
portfolio can moderately underweight or overweight industries against the S&P
500 Index's industry weightings when it believes it will benefit performance.

Within each industry, the portfolio focuses on those stocks that are ranked as
most undervalued according to the investment process described on page 14. The
portfolio generally considers selling stocks that appear overvalued.

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

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

An investment in the portfolio is not a deposit of any bank and is not insured
or guaranteed by the Federal Deposit Insurance Corporation or any other
government agency. You could lose money if you sell when the portfolio's share
price is lower than when you invested.

REGISTRANT: J.P. MORGAN SERIES TRUST II
(J.P. MORGAN EQUITY PORTFOLIO)

PORTFOLIO MANAGEMENT
The portfolio's assets are managed by J.P. Morgan, which currently manages over
$316 billion, including more than $13.3 billion using similar strategies as the
portfolio.

The portfolio management team is led by William M. Riegel, Jr., managing
director, who has been on the team since 1993 and has been at J.P. Morgan since
1979, and Henry D. Cavanna, managing director, who joined the team in February
1998, and has been at J.P. Morgan since 1971. Both served as managers of U.S.
equity portfolios prior to managing the portfolio.

- --------------------------------------------------------------------------------
Before you invest
Investors considering the portfolio should understand that:

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

o The portfolio does not represent a complete investment program.

6 | J.P. MORGAN EQUITY FUND

<PAGE>

PAST PERFORMANCE
- --------------------------------------------------------------------------------

The bar chart and table shown below provide some indication of the risks of
investing in J.P. Morgan Equity Portfolio.

The bar chart indicates the risks by showing changes in the performance of the
portfolio's shares from year to year since inception.

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

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

Year-by-year total return (%) Shows changes in returns by calendar year(1,2)
- --------------------------------------------------------------------------------
1996 1997 1998

40%
30%
20%
10%
0%
- --------------------------------------------------------------------------------
(10%)

[] J.P. Morgan Equity Portfolio

For the period covered by this year-by-year total return chart, the portfolio's
highest quarterly return was __% (for the quarter ended _______); and the lowest
quarterly return was __% (for the quarter ended __).

Average annual total return (%) Shows performance over
time, for periods ended December 31, 1998(1)
- --------------------------------------------------------------------------------
Past 1 yr. Life of Portfolio
J.P. Morgan Equity Portfolio (after expenses) -- --
- --------------------------------------------------------------------------------
S&P 500 Index (no expenses) -- --
- --------------------------------------------------------------------------------

<PAGE>

- --------------------------------------------------------------------------------
INVESTOR EXPENSES

The expenses of the portfolio are shown at right. The portfolio has no sales,
redemption, exchange, or account fees. The annual portfolio expenses are
deducted from portfolio assets prior to performance calculations.

Annual portfolio operating expenses (%)
(expenses that are deducted from portfolio assets)
- --------------------------------------------------
Management fees 0.40

Marketing (12b-1) fees none

Other expenses ____

Total operating expenses ____

Fee Waiver and Expense
Reimbursement ____
- --------------------------------------------------
Net Expenses ____
- --------------------------------------------------

- --------------------------------------------------------------------------------
1 yr. 3 yrs. 5 yrs. 10 yrs.

Your cost($) -- -- -- --
- --------------------------------------------------------------------------------

(1) The portfolio commenced operations on 1/3/95.

(2) The portfolio's fiscal year end is 12/31.

J.P. MORGAN EQUITY FUND | 7

<PAGE>

J.P. MORGAN SMALL COMPANY PORTFOLIO |
- --------------------------------------------------------------------------------

[GRAPHIC OMITTED] GOAL
The portfolio's goal is to provide high total return from a portfolio of small
company stocks. This goal can be changed only with shareholder approval.

[GRAPHIC OMITTED] INVESTMENT APPROACH
The portfolio invests primarily in small U.S. companies whose market
capitalizations are less than $1 billion, typically represented by the Russell
2000 Index. The portfolio can moderately underweight or overweight industries
against the Russell 2000 Index's industry weightings when it believes it will
benefit performance.

Within each industry, the portfolio focuses on those stocks that are ranked as
most undervalued according to the process described on page 14. The portfolio
generally considers selling stocks that appear overvalued or have grown out of
the market cap range of the small company universe.

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

REGISTRANT: J.P. MORGAN SERIES TRUST II
(J.P. MORGAN SMALL COMPANY PORTFOLIO)

PORTFOLIO MANAGEMENT

The portfolio's assets are managed by J.P. Morgan, which currently manages over
$316 billion, including more than $2.7 billion using similar strategies as the
portfolio.

The portfolio management team is led by Denise Higgins, vice president, Marian
Pardo, managing director, and Stephen J. Rich, vice president. Ms. Higgins
joined the team in January 1998 and has been with J.P. Morgan since 1994. Prior
to managing the fund, Ms. Higgins served as a balanced and equity portfolio
manager and member of the U.S. asset allocation committee, and prior to 1994,
was a mid-to-small cap portfolio manager at Lord Abbett & Company. Ms. Pardo has
been at J.P. Morgan since 1968, except for five months in 1998 when she was
president of a small investment management firm. Prior to managing the
portfolio, Ms. Pardo managed small and large cap equity portfolios, equity and
convertible funds, and several institutional portfolios. Mr. Rich joined the
team in January 1997 and has been at J.P. Morgan since 1991, and prior to
managing the portfolio held positions in J.P. Morgan's structured equity and
balanced/equity groups.

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

Investors considering the portfolio should understand that:

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

o The portfolio does not represent a complete investment program.

8 | J.P. MORGAN SMALL COMPANY PORTFOLIO

<PAGE>

PAST PERFORMANCE
- --------------------------------------------------------------------------------

The bar chart and table shown below provide some indication of the risks of
investing in J.P. Morgan Small Company Portfolio.

The bar chart indicates the risks by showing changes in the performance of the
portfolio's shares from year to year since inception.

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

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

Year-by-year total return (%) Shows changes in returns by calendar year(1,2)
- --------------------------------------------------------------------------------
1996 1997 1998

60%
30% To Be Provided
0%
- --------------------------------------------------------------------------------
(30%)

[] J.P. Morgan Small Company Portfolio

For the period covered by this year-by-year total return chart, the portfolio's
highest quarterly return was ___% (for the quarter ended _________); and the
lowest quarterly return was _______% (for the quarter ended ___________).

Average annual total return (%) Shows performance over
time, for periods ended December 31, 1998(1)
- --------------------------------------------------------------------------------
Past 1 yr. Life of portfolio
J.P. Morgan Small Company Portfolio
(after expenses) _____ _____
- --------------------------------------------------------------------------------
Russell 2000 Index (no expenses) _____ _____
- --------------------------------------------------------------------------------

<PAGE>

Annual portfolio operating expenses(3)(%)
(expenses that are deducted from portfolio assets)
- ---------------------------------------------------
Management fees 0.60

Marketing (12b-1) fees none

Other expenses ____

Total operating expenses ____

Fee Waiver and Expense
Reimbursement ____
- ---------------------------------------------------
Net Expenses ____
- ---------------------------------------------------

(1) The portfolio commenced operations on 1/3/95.

(2) The portfolio's fiscal year end is 12/31.

J.P. MORGAN SMALL COMPANY PORTFOLIO | 9

<PAGE>

J.P. MORGAN INTERNATIONAL OPPORTUNITIES PORTFOLIO |

[GRAPHIC OMITTED] GOAL

The portfolio's goal is to provide high total return from a portfolio of equity
securities of foreign companies. This goal can be changed only with shareholder
approval.

[GRAPHIC OMITTED] INVESTMENT APPROACH

The portfolio's assets are invested primarily in the common stock of companies
based in developed countries outside the U.S. and in developing countries. Under
normal market conditions, the portfolio will invest in at least three different
foreign countries.

The portfolio focuses on stock picking, emphasizing those stocks that are ranked
as undervalued according to J.P. Morgan's proprietary research, while
underweighting or avoiding those that appear overvalued. While the portfolio
generally follows the process described on page 15, its country allocations and
sector weightings may differ significantly from those of the MSCI All Country
World Index Free (ex-U.S.), the portfolio's benchmark. The portfolio makes its
currency management decisions as described on page 15.

The value of your investment in the portfolio will fluctuate in response to
movements in international stock markets and currency exchange rates. Portfolio
performance will also depend on the effectiveness of J.P. Morgan's research and
the management team's stock picking and currency management decisions.

In general, international investing involves higher risks than investing in U.S.
markets but offers attractive opportunities for diversification. Foreign markets
tend to be more volatile than those of the U.S., and changes in currency
exchange rates could reduce market performance. These risks are higher in
emerging markets. To the extent that the portfolio hedges its currency exposure
into the U.S. dollar, it may reduce the effects of currency fluctuations. The
portfolio may also hedge from one foreign currency to another. However, the
portfolio does not typically use this strategy for its emerging markets currency
exposure. Foreign stocks are generally riskier than their domestic counterparts.
You should be prepared to ride out periods of underperformance.

REGISTRANT: J.P. MORGAN SERIES TRUST II
(J.P. MORGAN INTERNATIONAL OPPORTUNITIES PORTFOLIO)

PORTFOLIO MANAGEMENT

The portfolio's assets are managed by J.P. Morgan, which currently manages over
$316 billion, including approximately $2.4 billion using similar strategies as
the portfolio.

The portfolio management team is led by Paul A. Quinsee, managing director, who
has been on the team since the portfolio's inception and at J.P. Morgan since
1992, Andrew C. Cormie, vice president, who has been an international equity
portfolio manager since 1997 and employed by J.P. Morgan since 1984, and by
Nigel F. Emmett, vice president, who has been on the team since joining J.P.
Morgan in August 1997. Previously, Mr. Emmett was an assistant manager at Brown
Brothers Harriman and Co. and a portfolio manager at Gartmore Investment
Management.

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

Investors considering the portfolio should understand that:

o There is no assurance that the portfolio will meet its investment goals.

o The portfolio does not represent a complete investment program.

10 | J.P. MORGAN INTERNATIONAL OPPORTUNITIES FUND

<PAGE>

The bar chart and table shown below provide some indication of the risks of
investing in J.P. Morgan International Opportunities Portfolio.

The bar chart indicates the risks by showing changes in the performance of the
portfolio's shares from year to year since inception.

The table indicates the risks by showing how the portfolio's average annual
return for the past one year and life of the portfolio compare to those of the
MSCI All Country World Index Free (ex.-U.S.). This is an unmanaged index that
measures developed and emerging foreign stock market performance.

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

Year-by-year total return (%) Shows changes in returns by calendar year(3)
- --------------------------------------------------------------------------------
40%
20% to be provided
0%
- --------------------------------------------------------------------------------
(20%)

[] J.P. Morgan International Opportunities Portfolio

For the period covered by this year-by-year total return chart, the portfolio's
highest quarterly return was _______% (for the quarter ended __________); and
the lowest quarterly return was _________% (for the quarter ended ____________).

Average annual total return (%) Shows performance over
time, for period ended December 31, 1998(1)
- --------------------------------------------------------------------------------
Past 1 year Life of portfolio
J.P. Morgan International Opportunities
Portfolio (after expenses) _____ _____
- --------------------------------------------------------------------------------
MSCI All Country World Index Free (ex-U.S.) _____ _____
- --------------------------------------------------------------------------------

<PAGE>

Annual portfolio operating expenses(3)(%)
(expenses that are deducted from portfolio assets)
- --------------------------------------------------
Management fees 0.60

Marketing (12b-1) fees None

Other expenses --

Total operating expenses --

Fee Waiver and Expense
Reimbursement --
- --------------------------------------------------
Net Expenses --
- --------------------------------------------------

(1) The portfolio commenced operations on 1/3/95.

(2) The portfolio's fiscal year end is 12/31.

J.P. MORGAN INTERNATIONAL OPPORTUNITIES FUND | 11

<PAGE>

J.P. MORGAN MANAGEMENT APPROACH
- --------------------------------------------------------------------------------

J.P. MORGAN
Known for its commitment to proprietary research and its disciplined investment
strategies, J.P. Morgan is the asset management choice for many of the world's
most respected corporations, financial institutions, governments, and
individuals. Today, J.P. Morgan employs over 300 analysts and portfolio managers
around the world and has more than $316 billion in assets under management,
including assets managed by each portfolio's advisor, J.P. Morgan Investment
Management Inc.

MONEY MARKET INVESTMENT PROCESS
The Treasury Money Market Portfolio's philosophy, developed by its advisor,
emphasizes investment quality through in-depth research of short-term securities
and their issuers. This allows the portfolio to focus on providing current
income without compromising share price stability.

In researching short-term securities, J.P. Morgan's credit analysts enhance the
data furnished by rating agencies by drawing on the insights of J.P. Morgan's
fixed income trading specialists and equity analysts. Only securities highly
rated by independent rating agencies as well as J.P. Morgan's proprietary
ratings system are considered for investment.

In managing the Treasury Money Market Portfolio, J.P. Morgan employs a
three-step process:

Maturity determination Based on analysis of a range of factors, including
current yields, economic forecasts, and anticipated fiscal and monetary
policies, J.P. Morgan establishes the desired weighted average maturity for the
portfolio within the permissible 90-day range. Controlling weighted average
maturity allows the portfolio to manage risk, since securities with shorter
maturities are typically less sensitive to interest rate shifts than those with
longer maturities.

Sector allocation Analysis of the yields available in different sectors of the
short-term debt market allows J.P. Morgan to adjust the portfolio's sector
allocation, with the goal of enhancing current income while also maintaining
diversification across permissible sectors.

Security selection Based on the results of the firm's credit research and the
portfolio's maturity determination and sector allocation, the portfolio managers
and dedicated fixed-income traders make buy and sell decisions according to the
portfolio's goal and strategy.

<PAGE>

- --------------------------------------------------------------------------------
MONEY MARKET FUNDS
AND STABILITY

Money market funds are subject to a range of federal regulations designed to
promote stability. For example, money market funds must maintain a weighted
average maturity of no more than 90 days, and generally may not invest in any
securities with a remaining maturity of more than 13 months. Keeping the
weighted average maturity this short helps funds in their pursuit of a stable $1
share price.

[GRAPHIC OMITTED]
J.P. Morgan uses a disciplined process to control the Treasury Money Market
Portfolio's sensitivity to interest rates

[GRAPHIC OMITTED]
The Treasury Money Market Portfolio invests across different sectors for
diversification and to take advantage of yield spreads

[GRAPHIC OMITTED]
The Treasury Money Market Portfolio selects its securities according to its goal
and strategy

12 | MONEY MARKET MANAGEMENT APPROACH

<PAGE>

FIXED INCOME INVESTMENT PROCESS
J.P. Morgan seeks to generate an information advantage through the depth of its
global fixed-income research and the sophistication of its analytical systems.
Using a team-oriented approach, J.P. Morgan seeks to gain insights in a broad
range of distinct areas and takes positions in many different ones, helping the
Bond Portfolio to limit exposure to concentrated sources of risk.

In managing the Bond Portfolio, J.P. Morgan employs a three-step process that
combines sector allocation, fundamental research for identifying portfolio
securities, and duration management.

Sector allocation The sector allocation team meets monthly, analyzing the
fundamentals of a broad range of sectors in which the portfolio may invest. The
team seeks to enhance performance and manage risk by underweighting or
overweighting sectors.

Security selection Relying on the insights of different specialists, including
credit analysts, quantitative researchers, and dedicated fixed income traders,
the portfolio managers make buy and sell decisions according to the portfolio's
goal and strategy.

Duration management Forecasting teams use fundamental economic factors to
develop strategic forecasts of the direction of interest rates. Based on these
forecasts, strategists establish the portfolio's target duration (a measure of
how sensitive the securities held by the portfolio may be to changes in interest
rates), typically remaining relatively close to the duration of the market as a
whole, as represented by the portfolio's benchmark. The strategists closely
monitor the portfolio and make tactical adjustments as necessary.

[GRAPHIC OMITTED]
The Bond Portfolio invests across a range of different types of securities

[GRAPHIC OMITTED]
The Bond Portfolio selects its securities according to its goal and strategy

[GRAPHIC OMITTED]
J.P. Morgan uses a disciplined process to control the Bond Portfolio's
sensitivity to interest rates

FIXED INCOME MANAGEMENT APPROACH | 13

<PAGE>

U.S. EQUITY INVESTMENT PROCESS
The philosophy of each of the Equity Portfolio and Small Company Portfolio,
developed by the advisor, focuses on stock picking while largely avoiding sector
or market-timing strategies. Also, under normal market conditions, each
portfolio will remain fully invested.

In managing the Equity Portfolio and the Small Company Portfolio, J.P. Morgan
employs a three-step process:

Research J.P. Morgan takes an in-depth look at company prospects over a
relatively long period -- often as much as five years -- rather than focusing on
near-term expectations. This approach is designed to provide insight into a
company's real growth potential. J.P. Morgan's in-house research is developed by
an extensive worldwide network of over 120 career analysts. The team of analysts
dedicated to U.S. equities includes more than 20 members, with an average of
over ten years of experience.

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

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

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

o high potential reward compared to potential risk

o temporary mispricings caused by market overreactions

[GRAPHIC OMITTED]
J.P. Morgan analysts develop proprietary fundamental research

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

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

14 | U.S. EQUITY MANAGEMENT APPROACH

<PAGE>

INTERNATIONAL EQUITY INVESTMENT PROCESS
The International Opportunities Portfolio's philosophy, developed by its
advisor, focuses on allocating assets by country (where relevant), selecting
stocks and managing currency exposure. The portfolio largely avoids using sector
or market-timing strategies. Under normal market conditions, the portfolio will
remain fully invested.

Through its extensive global equity research and analytical systems, J.P. Morgan
seeks to generate an information advantage. Using fundamental analysis as well
as macro-economic models, J.P. Morgan develops proprietary research on
countries, companies, and currencies. In these processes, the analysts focus on
a relatively long period rather than on near-term expectations alone. The team
of analysts dedicated to international equities includes more than 90 members
around the world, with an average of nearly ten years of experience.

In managing the International Opportunities Portfolio, J.P. Morgan employs a
three-step process that combines country allocation, fundamental research for
identifying portfolio securities, and currency management decisions:

Country allocation J.P. Morgan takes an in-depth look at the relative valuations
and economic prospects of different countries, ranking the attractiveness of
their markets. Using these rankings, a team of strategists establishes a country
allocation for the portfolio. Country allocation may vary either significantly
or moderately from the portfolio's benchmark.

Stock selection Various models are used to quantify J.P. Morgan's fundamental
stock research, producing a ranking of companies in each industry group
according to their relative value. The portfolio's management team then buys and
sells stocks, using the research and valuation rankings as well as its
assessment of other factors, including:

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

o potential reward compared to potential risk

o temporary mispricings caused by market overreactions

Currency management The portfolio has access to J.P. Morgan's currency
specialists in determining the extent and nature of its exposure to various
foreign currencies.

[GRAPHIC OMITTED]
J.P. Morgan uses top-down analysis (where relevant) in determining which
countries to emphasize

[GRAPHIC OMITTED]
Stocks in each industry are ranked with the help of models, then selected for
investment

[GRAPHIC OMITTED]
J.P. Morgan may adjust currency exposure to seek to manage risks and enhance
returns

INTERNATIONAL EQUITY MANAGEMENT APPROACH | 15

<PAGE>

BUY/SELL SHARES
- --------------------------------------------------------------------------------

BUYING SHARES
Portfolio shares are offered only to separate accounts of Participating
Insurance Companies and Eligible Plans. Individuals may not purchase shares
directly from the portfolios. Policy owners should consult the applicable
prospectus of the separate account of the Participating Insurance Company and
Eligible Plan participants should consult the Plan's administrator or trustee
for more information about buying portfolio shares.

The price for portfolio shares is the portfolio's net asset value per share
(NAV), which is generally calculated as of the close of trading on the New York
Stock Exchange (usually 4:00 p.m. Eastern time) every day the exchange is open.
Purchase orders from separate accounts received in proper form by the
Participating Insurance Company or from Eligible Plans on a given business day
are priced at the NAV calculated on such day, provided that the order and
Federal Funds in the net amount of such order is received by the portfolio in
proper form on the next business day. The Participating Insurance Company or
Eligible Plan administrator or trustee is responsible for properly transmitting
purchase orders and Federal Funds.

Equity securities are valued based on market value, or where market quotations
are not readily available, based on fair value as determined by the Board. Debt
securities with remaining maturities of 60 days or less are valued on an
amortized cost basis. Other debt securities are valued based on market value, or
where market quotations are not readily available, based on fair value which may
be determined by one or more pricing services.

SELLING SHARES
Portfolio shares may be sold at any time by the separate accounts of the
Participating Insurance Companies or by Eligible Plans. Individuals may not
place sell orders directly with the portfolios. Redemption orders from separate
accounts received in proper form by the Participating Insurance Company or from
Eligible Plans on a given business day are priced at the NAV calculated on such
day, provided that the order is received by the portfolio in proper form on the
next business day. The Participating Insurance Company or Eligible Plan
administrator or trustee is responsible for properly transmitting redemption
orders. Policy owners should consult the applicable prospectus of the separate
account of the Participating Insurance Company and Eligible Plan participants
should consult the Plan's administrator or trustee for more information about
selling portfolio shares.

DIVIDENDS, DISTRIBUTIONS AND TAXES
Each portfolio generally pays dividends from its net investment income, and
distributes any net capital gains that it has realized once a year.
Distributions will be reinvested in the portfolio unless instructed otherwise by
a Participating Insurance Company or Eligible Plan.

Portfolio dividends and distributions are taxable to most investors. Since each
portfolio's shareholders are the Participating Insurance Companies and their
separate accounts and Eligible Plans, no discussion is included as to the
Federal income tax consequences to Policy owners and Eligible Plan participants.
For this information, Policy owners should consult the applicable prospectus of
the separate account of the Participating Insurance Company and Eligible Plan
participants should consult the Plan's administrator or trustee.

Participating Insurance Companies and Eligible Plans should consult their tax
advisers about federal, state and local tax consequences.

16 | BUY/SELL SHARES

<PAGE>

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

BUSINESS STRUCTURE
Each portfolio is a series of J.P. Morgan Series Trust II, a Massachusetts
business trust. Information about other series is available by calling
1-800-521-5411. In the future, the trustees could create other series or share
classes, which would have different expenses.

MANAGEMENT AND ADMINISTRATION
The trustees are responsible for overseeing all business activities. The
trustees are assisted by Pierpont Group, Inc., which they own and operate on a
cost basis; costs are shared by all funds governed by these trustees. Funds
Distributor, Inc., as co-administrator, along with Morgan Guaranty, provides
fund officers. Morgan Guaranty, as co-administrator, provides certain financial
and administrative services and oversees the portfolios' other service
providers.

J.P. Morgan and Morgan Guaranty receive the following fees for investment
advisory and administrative services, respectively:

Advisory services Percentage of the portfolio's
average daily net assets
- --------------------------------------------------------------------------------
Treasury Money Market 0.20%
Bond 0.30%
Equity 0.40%
Small Company 0.60%
International Opportunities 0.60%
- --------------------------------------------------------------------------------
Administrative services*
- --------------------------------------------------------------------------------
Treasury Money Market 0.40%
Bond 0.45%
Equity 0.50%
Small Company 0.55%
International Opportunities 0.60%

*Morgan Guaranty is responsible for reimbursing each portfolio for certain
expenses usually incurred by the portfolio, including dividend disbursing costs,
custody fees, legal and accounting expenses and certain other expenses described
in the Statement of Additional Information. Each portfolio will pay these
expenses directly and these amounts will be deducted from the fees payable to
Morgan Guaranty. If these amounts are more than the fees payable to Morgan
Guaranty, it will reimburse the portfolio for the excess.

Year 2000 Portfolio operations and shareholders could be adversely affected if
the computer systems used by J.P. Morgan, the portfolios' other service
providers and other entities with computer systems linked to the portfolio do
not properly process and calculate January 1, 2000 and after date-related
information. J.P. Morgan is working to avoid these problems and to obtain
assurances from other service providers that they are taking similar steps.
However, it is not certain that these actions will be sufficient to prevent
these problems from adversely impacting portfolio operations and shareholders.
In addition, to the extent that operations of issuers of securities held by a
portfolio are impaired by date-related problems or prices of securities decline
as a result of real or perceived date-related problems of issuers held by the
portfolio or generally, the net asset value of the portfolio will decline.

FUND DETAILS | 17
<PAGE>

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

[To be provided]

18 | FUND DETAILS

<PAGE>

(THIS PAGE IS INTENTIONALLY LEFT BLANK)

| 19
<PAGE>

FOR MORE INFORMATION
- --------------------------------------------------------------------------------

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

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

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

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

J.P. Morgan Series Trust II
60 State Street
Boston, Massachusetts 02109

Telephone: 1-800-221-7930

Email: [email protected]

Text-only versions of these documents and this prospectus are available, upon
payment of a duplicating fee, from the Public Reference Room of the Securities
and Exchange Commission in Washington, D.C. (1-800-SEC-0330) and may be viewed
on-screen or downloaded from the SEC's Internet site at http://www.sec.gov. The
investment company and 1933 Act registration numbers for J.P. Morgan Series
Trust II are 811-8212 and 33-72834.

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

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

Advisor Distributor
J.P. Morgan Investment Management Inc. Funds Distributor, Inc.
522 Fifth Avenue 60 State Street
New York, NY 10036 Boston, MA 02109
1-800-521-5411 1-800-221-7930

<PAGE>

MAY 1, 1999 | PROSPECTUS
- --------------------------------------------------------------------------------
J.P. MORGAN SERIES TRUST II

Treasury Money Market Portfolio

-----------------------------------
Seeking to provide current income
consistent with the preservation of
capital and same-day liquidity

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

Distributed by Funds Distributor, Inc.

<PAGE>
- --------------------------------------------------------------------------------

(THIS PAGE IS INTENTIONALLY LEFT BLANK)

<PAGE>

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

2 | The portfolio's goal, investment approach, risks, expenses and performance

J.P. MORGAN TREASURY MONEY MARKET PORTFOLIO
Portfolio description ..................................... 2
Past performance .......................................... 3

4 |

MONEY MARKET MANAGEMENT APPROACH
J.P. Morgan ............................................... 4
Money market investment process ........................... 4

5 | Investing in the J.P. Morgan Treasury Money Market Portfolio

BUY/SELL SHARES
Account policies .......................................... 5
Dividends, distributions and taxes ........................ 5

6 | More about the portfolio's business operations

FUND DETAILS
Buisness structure ........................................ 6
Management and administration ............................. 6
Financial highlights ...................................... 7

FOR MORE INFORMATION back cover

This portfolio is intended to be a funding vehicle for variable annuity
contracts ("VA contracts") and variable life insurance policies ("VLI policies"
and, together with VA contracts, "Policies") offered by the separate accounts of
Participating Insurance Companies. Individuals may not purchase shares directly
from the portfolio. The Policies are described in the separate prospectuses
issued by the Participating Insurance Companies over which the portfolio assumes
no responsibility. Portfolio shares also are offered to qualified pension and
retirement plans and accounts permitting accumulation of assets on a
tax-deferred basis ("Eligible Plans"). The investment objective and policies of
the portfolio may be similar to other funds/portfolios managed or advised by
J.P. Morgan. However, the investment results of the portfolio may be higher or
lower than, and there is no guarantee that the investment results of the
portfolio will be comparable to, any other J.P. Morgan fund/portfolio.
<PAGE>

J.P. MORGAN TREASURY
MONEY MARKET PORTFOLIO
- --------------------------------------------------------------------------------

[GRAPHIC OMITTED] GOAL
The portfolio's goal is to provide current income consistent with the
preservation of capital and same-day liquidity. This goal can be changed only
with shareholder approval.

The portion of the portfolio 's income derived from direct investments in U.S.
Treasury obligations may be exempt from state and local personal income taxes.

REGISTRANT: J.P. MORGAN SERIES TRUST II
(J.P. MORGAN TREASURY MONEY MARKET PORTFOLIO)

The portfolio management team is led by Robert R. Johnson, vice president, who
has been on the team since the fund's inception and has been at J.P. Morgan
since 1988, Daniel B. Mulvey, vice president, who joined the team in January of
1995 and has been at J.P. Morgan since 1991, and by John Donohue, vice
president, who has been on the team since joining J.P. Morgan in June of 1997.
Prior to managing this fund, Mr. Donohue was an Institutional Money Market
Portfolio Manager at Goldman Sachs & Co.

- --------------------------------------------------------------------------------
BEFORE YOU INVEST

Investors considering the portfolio should understand that:

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

o The portfolio does not represent a complete investment program

2 | J.P. MORGAN TREASURY MONEY MARKET PORTFOLIO

2
<PAGE>

PAST PERFORMANCE

The bar chart and table shown below provide some indication of the risks of
investing in J.P. Morgan Treasury Money Market Portfolio.

The bar chart indicates the risks by showing changes in the performance of the
portfolio's shares from year to year since inception.

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

Total returns (%) Shows changes in returns by calendar year(1,2)
- --------------------------------------------------------------------------------
1996 1997 1998

10%
5%
0%
- --------------------------------------------------------------------------------

[] J.P. Morgan Treasury Money Market Portfolio

J.P. Morgan Treasury Money Market Portfolio
(after expenses) ____ ____
- --------------------------------------------------------------------------------
IBC's U.S. Treasury & Repo Money Fund Average ____ ____
- --------------------------------------------------------------------------------

<PAGE>

Annual portfolio operating expenses(3)(%)
(expenses that are deducted from portfolio assets)
- --------------------------------------------------
Management fees 0.20

Marketing (12b-1) fees None

Other expenses ____

Total operating expenses ____

Fee Waiver and Expense
Reimbursement ____
- --------------------------------------------------
Net Expenses ____
- --------------------------------------------------

(1) The portfolio commenced operations on 1/3/95.

(2) The portfolio's fiscal year end is 12/31.

J.P. MORGAN TREASURY MONEY MARKET PORTFOLIO | 3

<PAGE>

MONEY MARKET MANAGEMENT APPROACH
- --------------------------------------------------------------------------------

MONEY MARKET FUNDS
AND STABILITY

J.P. MORGAN

Known for its commitment to proprietary research and its disciplined investment
strategies, J.P. Morgan is the asset management choice for many of the world's
most respected corporations, financial institutions, governments, and
individuals. Today, J.P. Morgan employs over 300 analysts and portfolio managers
around the world and has approximately $316 billion in assets under management,
including assets managed by the portfolio's advisor, J.P. Morgan Investment
Management Inc.

MONEY MARKET INVESTMENT PROCESS

The portfolio's philosophy, developed by its advisor, emphasizes investment
quality through in-depth research of short-term securities and their issuers.
This allows the portfolio to focus on providing current income without
compromising share price stability.

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

[GRAPHIC OMITTED]

J.P. Morgan uses a disciplined process to control the portfolio's sensitivity to
interest rates

[GRAPHIC OMITTED]
The portfolio invests across different sectors for diversification and to take
advantage of yield spreads

[GRAPHIC OMITTED]
The portfolio selects its securities according to its goal and strategy

4 MONEY MARKET MANAGEMENT APPROACH
<PAGE>

BUY/SELL SHARES
- --------------------------------------------------------------------------------

BUYING SHARES

Portfolio shares are offered only to separate accounts of Participating
Insurance Companies and Eligible Plans. Individuals may not purchase shares
directly from the portfolio. Policy owners should consult the applicable
prospectus of the separate account of the Participating Insurance Company and
Eligible Plan participants should consult the Plan's administrator or trustee
for more information about buying portfolio shares.

Debt securities with remaining maturities of 60 days or less are valued on an
amortized cost basis. Other debt securities are valued based on market value, or
where market quotations are not readily available, based on fair value which may
be determined by one or more pricing services.

SELLING SHARES

Portfolio shares may be sold at any time by the separate accounts of the
Participating Insurance Companies or by Eligible Plans. Individuals may not
place sell orders directly with the portfolio. Redemption orders from separate
accounts received in proper form by the Participating Insurance Company or from
Eligible Plans on a given business day are priced at the NAV calculated on such
day, provided that the order is received by the portfolio in proper form on the
next business day. The Participating Insurance Company or Eligible Plan
administrator or trustee is responsible for properly transmitting redemption
orders. Policy owners should consult the applicable prospectus of the separate
account of the Participating Insurance Company and Eligible Plan participants
should consult the Plan's administrator or trustee for more information about
selling portfolio shares.

DIVIDENDS, DISTRIBUTIONS AND TAXES

The portfolio generally pays dividends from its net investment income, and
distributes any net capital gains that it has realized once a year.
Distributions will be reinvested in the portfolio unless instructed otherwise by
a Participating Insurance Company or Eligible Plan.

Portfolio dividends and distributions are taxable to most investors. Since the
portfolio's shareholders are the Participating Insurance Companies and their
separate accounts and Eligible Plans, no discussion is included as to the
Federal income tax consequences to Policy owners and Eligible Plan participants.
For this information, Policy owners should consult the applicable prospectus of
the separate account of the Participating Insurance Company and Eligible Plan
participants should consult the Plan's administrator or trustee.

Participating Insurance Companies and Eligible Plans should consult their tax
advisers about federal, state and local tax consequences.

BUY/SELL SHARES 5
<PAGE>
FUND DETAILS
- --------------------------------------------------------------------------------
BUSINESS STRUCTURE

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

MANAGEMENT AND ADMINISTRATION

The trustees are responsible for overseeing all business activities. The
trustees are assisted by Pierpont Group, Inc., which they own and operate on a
cost basis; costs are shared by all funds governed by these trustees. Funds
Distributor Inc., as co-administrator, along with Morgan Guaranty, provides fund
officers. Morgan Guaranty, as co-administrator, provides certain financial and
administrative services and oversees the portfolio's other service providers.

J.P. Morgan and Morgan Guaranty receive the following fees for investment
advisory and administrative services, respectively:

Advisory services 0.20% of the portfolio's average
daily net assets
Administrative services 0.40% of the portfolio's average
daily net assets*

*Morgan Guaranty is responsible for reimbursing the portfolio for certain
expenses usually incurred by the portfolio, including dividend disbursing
costs, custody fees, legal and accounting expenses and certain other expenses
described in the Statement of Additional Information. The portfolio will pay
these expenses directly and these amounts will be deducted from the fees
payable to Morgan Guaranty. If these amounts are more than the fees payable to
Morgan Guaranty, it will reimburse the portfolio for the excess.

Year 2000 Portfolio operations and shareholders could be adversely affected if
the computer systems used by J.P. Morgan, the portfolio's other service
providers and other entities with computer systems linked to the portfolio do
not properly process and calculate January 1, 2000 and after date-related
information. J.P. Morgan is working to avoid these problems and to obtain
assurances from other service providers that they are taking similar steps.
However, it is not certain that these actions will be sufficient to prevent
these date-related problems from adversely impacting portfolio operations and
shareholders. In addition, to the extent that operations of issuers of
securities held by the portfolio are impaired by date-related problems or prices
of securities decline as a result of real or perceived date-related problems of
issuers held by the portfolio or generally, the net asset value of the portfolio
will decline.

6 FUND DETAILS
<PAGE>

- --------------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS

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

[To be provided]

7
<PAGE>

FOR MORE INFORMATION

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

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

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

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

J.P. Morgan Series Trust II
60 State Street
Boston, Massachusetts 02109

Telephone: 1-800-221-7930

Email: [email protected]

J.P. MORGAN FUNDS AND THE
MORGAN TRADITION

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

JP Morgan
- --------------------------------------------------------------------------------

J.P. Morgan Funds

Advisor Distributor
J.P. Morgan Investment Management, Inc. Funds Distributor, Inc.
522 Fifth Avenue 60 State Street
New York, NY 10036 Boston, MA 02109
1-800-521-5411 1-800-221-7930

<PAGE>

MAY 1, 1999 PROSPECTUS

J.P. MORGAN SERIES TRUST II

Bond Portfolio

======================================
Seeking high total return by investing
primarily in fixed income securities.

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

Distributed by Funds Distributor, Inc. JP Morgan
<PAGE>

(THIS PAGE IS INTENTIONALLY LEFT BLANK)

<PAGE>

Contents

The portfolio's goal, investment approach,
risks, expenses and performance

Investing in the J.P. Morgan
Bond Portfolio

More about the portfolio's
business operations

J.P. MORGAN BOND PORTFOLIO

Portfolio description ...................... 2
Past performance 3

FIXED INCOME MANAGEMENT APPROACH

J.P. Morgan ................................ 4
Fixed income investment process ............ 4

BUY/SELL SHARES

Account policies ........................... 5
Dividends, distributions and taxes ......... 5

FUND DETAILS

Business structure ......................... 6
Management and administration .............. 6
Financial highlights ....................... 7

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

J.P. MORGAN BOND PORTFOLIO
- --------------------------------------------------------------------------------
Registrant: J.P. Morgan series trust II
(J.P. Morgan Bond portfolio)

[GRAPHIC OMITTED] Goal
The portfolio's goal is to provide high total return consistent with
moderate risk of capital and maintenance of liquidity. This goal can be changed
only with shareholder approval.

[GRAPHIC OMITTED]
INVESTMENT APPROACH

The portfolio invests primarily in fixed income securities, including U.S.
government and agency securities, corporate bonds, asset-backed and
mortgage-backed securities, that it believes have the potential to provide a
high total return over time. These securities may be of any maturity, but under
normal market conditions the management team will keep the portfolio's duration
(duration is a measure of how sensitive the securities held by the portfolio may
be to changes in interest rates) within one year of that of the Salomon Brothers
Broad Investment Grade Bond Index (currently about five years).

PORTFOLIO MANAGEMENT

The portfolio's assets are managed by J.P. Morgan, which currently manages over
$316 billion, including more than $32.9 billion using similar strategies as the
portfolio.

Before you invest

Investors considering the portfolio should understand that:

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

o The portfolio does not represent a complete investment program.

2 J.P. MORGAN BOND PORTFOLIO
<PAGE>

PAST PERFORMANCE
- --------------------------------------------------------------------------------

The bar chart and table shown below provide some indication of the risks of
investing in J.P. Morgan Bond Portfolio.

The bar chart indicates the risks by showing changes in the performance of the
portfolio's shares from year to year since inception.

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

Year-by-year total return (%) Shows changes in returns by calendar year(1,2)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1996 1997 1998
</TABLE>

/ / J.P. Morgan Bond Portfolio

Average annual total return (%) Shows performance over time, for periods ended December 31, 19981
- --------------------------------------------------------------------------------------------------------------------
Past 1 yr. Life of portfolio
<S> <C> <C>
J.P. Morgan Bond Portfolio (after expenses) -- --
- --------------------------------------------------------------------------------------------------------------------
Salomon Brothers Broad Investment Grade Bond Index (no expenses) -- --
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
INVESTOR EXPENSES Annual portfolio operating expenses(3)(%) Expense example
(expenses that are deducted from portfolio assets) The example below is intended to
The expenses of the portfolio are shown Management fees 0.30 help you compare the cost of
t right. The portfolio has no sales, Marketing (12b-1) fees None investing in the portfolio with the
redemption, exchange, or account fees. Other expenses ____ cost of investing in other mutual
The annual portfolio expenses are Total operating expenses ____ funds. The example assumes: $10,000
deducted from portfolio assets Fee Waiver and Expense initial investment, 5% return each
prior to performance calculations. Reimbursement ____ year, total operating expenses
---------------------------------------------- unchanged, and all shares sold at
Net Expenses ____ the end of each time period. The
---------------------------------------------- example is for comparison only; the
portfolio's actual return and your
actual costs may be higher or
lower.
-------------------------------------
1 yr. 3 yrs. 5 yrs. 10 yrs.
Your cost($) - - - -
-------------------------------------
</TABLE>

(1) The portfolio commenced operations on 1/3/95.
(2) The portfolio's fiscal year end is 12/31.
(3) Reflects an agreement by Morgan Guaranty Trust Company of New York ("Morgan
Guaranty"), an affiliate of J.P. Morgan, to reimburse the portfolio to the
extent certain expenses exceed in any fiscal year .75% of the portfolio's
average daily net assets.

J.P. MORGAN BOND PORTFOLIO 3

<PAGE>

FIXED INCOME MANAGEMENT APPROACH
- --------------------------------------------------------------------------------

J.P. MORGAN
Known for its commitment to proprietary research and its disciplined investment
strategies, J.P. Morgan is the asset management choice for many of the world's
most respected corporations, financial institutions, governments, and
individuals. Today, J.P. Morgan employs over 300 analysts and portfolio managers
around the world and has more than $316 billion in assets under management,
including assets managed by the portfolio's advisor, J.P. Morgan Investment
Management Inc.

FIXED INCOME INVESTMENT PROCESS
J.P. Morgan seeks to generate an information advantage through the depth of its
global fixed income research and the sophistication of its analytical systems.
Using a team-oriented approach, J.P. Morgan seeks to gain insights in a broad
range of distinct areas and takes positions in many different ones, helping the
portfolio to limit exposure to concentrated sources of risk.

In managing the portfolio, J.P. Morgan employs a three-step process that
combines sector allocation, fundamental research for identifying portfolio
securities, and duration management.

[GRAPHIC OMITTED]
The portfolio invests across a range of different types of securities

[GRAPHIC OMITTED]
The portfolio selects its securities according to its goal and strategy

[GRAPHIC OMITTED]
J.P. Morgan uses a disciplined process to control the portfolio's sensitivity to
interest rates

4 FIXED INCOME MANAGEMENT APPROACH
<PAGE>

BUY/SELL SHARES
- --------------------------------------------------------------------------------

BUYING SHARES

The price for portfolio shares is the portfolio's net asset value per share
(NAV), which is generally calculated as of the close of trading on the New York
Stock Exchange (usually 4:00 p.m. Eastern time) every day the exchange is open.
Purchase orders from separate accounts received in proper form by the
Participating Insurance Company on a given business day or from Eligible Plans
are priced at the NAV calculated on such day, provided that the order and
Federal Funds in the net amount of such order is received by the portfolio in
proper form on the next business day. The Participating Insurance Company or
Eligible Plan administrator or trustee is responsible for properly transmitting
purchase orders and Federal Funds.

SELLING SHARES

DIVIDENDS, DISTRIBUTIONS AND TAXES

Participating Insurance Companies and Eligible Plans should consult their tax
advisers about federal, state and local tax consequences.

BUY/SELL SHARES 5
<PAGE>

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

BUSINESS STRUCTURE

MANAGEMENT AND ADMINISTRATION

The trustees are responsible for overseeing all business activities. The
trustees are assisted by Pierpont Group, Inc., which they own and operate on a
cost basis; costs are shared by all funds governed by these trustees. Funds
Distributor, Inc., as co-administrator, along with Morgan Guaranty, provides
fund officers. Morgan Guaranty, as co-administrator, provides cetain financial
and administrative services and oversees the portfolio's other service
providers.

J.P. Morgan and Morgan Guaranty receive the following
fees for investment advisory and administrative services, respectively:

Advisory services 0.30% of the portfolio's average
daily net assets
Administrative services 0.45% of the portfolio's average
daily net assets*

* Morgan Guaranty is responsible for reimbursing the portfolio for certain
expenses usually incurred by the portfolio, including dividend disbursing
costs, custody fees, legal and accounting expenses and certain other expenses
described in the Statement of Additional Information. The portfolio will pay
these expenses directly and these amounts will be deducted from the fees
payable to Morgan Guaranty. If these amounts are more than the fees payable to
Morgan Guaranty, it will reimburse the portfolio for the excess.

6 FUND DETAILS
<PAGE>

FINANCIAL HIGHLIGHTS

[To be provided]

7
<PAGE>

(THIS PAGE IS INTENTIONALLY LEFT BLANK)

<PAGE>

FOR MORE INFORMATION

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

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

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

J.P. Morgan Series Trust II
60 State Street
Boston, Massachusetts 02109

Telephone: 1-800-221-7930

Email: [email protected]

Text-only versions of these documents and this prospectus are available, upon
payment of a duplicating fee, from the Public Reference Room of the Securities
and Exchange Commission in Washington, D.C. (1-800-SEC-0330) and may be viewed
on-screen or downloaded from the SEC's Internet site at http://www.sec.gov. The
investment company and 1933 Act registration numbers for J. P. Morgan Series
Trust II are 811-8212 and 33-72834.

J.P. MORGAN FUNDS AND
THE MORGAN TRADITION

JP Morgan

J.P. Morgan Funds
Advisor Distributor
J.P. Morgan Investment Management Inc. Funds Distributor, Inc.
522 Fifth Avenue 60 State Street
New York, NY 10036 Boston, MA 02109
1-800-521-5411 1-800-221-7930

<PAGE>

MAY 1, 1999 PROSPECTUS

J.P. MORGAN SERIES TRUST II

Equity Portfolio

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

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

Distributed by Funds Distributor, Inc. JPMorgan

<PAGE>

(THIS PAGE IS INTENTIONALLY LEFT BLANK)
<PAGE>

Contents

The portfolio's goal, investment approach,
risks, expenses and performance

5
Investing in the J.P. Morgan
Equity Portfolio

6
More about the portfolio's
business operations

J.P. MORGAN EQUITY PORTFOLIO

Portfolio description ........................................ 2
Past performance ............................................. 3

U.S. EQUITY MANAGEMENT APPROACH
J.P. Morgan .................................................. 4
U.S. equity investment process ............................... 4

BUY/SELL SHARES
Account policies ............................................. 5
Dividends, distributions and taxes ........................... 5

FUND DETAILS
Business structure ........................................... 6
Management and administration ................................ 6
Financial Highlights ......................................... 7

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

The portfolio is intended to be a funding vehicle for variable annuity contracts
("VA contracts") and variable life insurance policies ("VLI policies" and,
together with VA contracts, "Policies") offered by the separate accounts of
Participating Insurance Companies. Individuals may not purchase shares directly
from the portfolio. The Policies are described in the separate prospectuses
issued by the Participating Insurance Companies over which the portfolio assumes
no responsibility. Portfolio shares also are offered to qualified pension and
retirement plans and accounts permitting accumulation of assets on a
tax-deferred basis ("Eligible Plans"). The investment objective and policies of
the portfolio may be similar to other funds/portfolios managed or advised by
J.P. Morgan. However, the investment results of the portfolio may be higher or
lower than, and there is no guarantee that the investment results of the
portfolio will be comparable to, any other J.P. Morgan fund/portfolio.

<PAGE>

J.P. MORGAN EQUITY PORTFOLIO
- --------------------------------------------------------------------------------
REGISTRANT: J.P. MORGAN SERIES TRUST II
(J.P. MORGAN EQUITY PORTFOLIO)

GOAL

[LOGO] The portfolio's goal is to provide high total return from a portfolio of
selected equity securities. This goal can be changed only with
shareholder approval.

[LOGO] INVESTMENT APPROACH

The portfolio invests primarily in large- and medium-capitalization U.S.
companies, typically represented by the Standard & Poor's 500 Stock Index. The
portfolio can moderately underweight or overweight industries against the S&P
500 Index's industry weightings when it believes it will benefit performance.

Within each industry, the portfolio focuses on those stocks that are ranked as
most undervalued according to the investment process described on page 4. The
portfolio generally considers selling stocks that appear overvalued.

PORTFOLIO MANAGEMENT

The portfolio's assets are managed by J.P. Morgan, which currently manages over
$316 billion, including more than $13.3 billion using similar strategies as the
portfolio.

Before you invest

Investors considering the portfolio should understand that:

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

o The portfolio does not represent a complete investment program.

2 J.P. MORGAN EQUITY FUND

<PAGE>

PAST PERFORMANCE
- --------------------------------------------------------------------------------

The bar chart and table shown below provide some indication of the risks of
investing in J.P. Morgan Equity Portfolio.

The bar chart indicates the risks by showing changes in the performance of the
portfolio's shares from year to year since inception.

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

30%
- ---

20%
- ---

10%
- ---

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

(10%)
</TABLE>

/ / J.P. Morgan Equity Portfolio

Average annual total return (%) Shows performance over time, for periods ended December 31, 1998(1)
- ---------------------------------------------------------------------------------------------------------------
Past 1 yr. Life of Portfolio.
<S> <C> <C>
J.P. Morgan Equity Portfolio (after expenses) -- --
- ---------------------------------------------------------------------------------------------------------------
S&P 500 Index (no expenses) -- --
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C>
INVESTOR EXPENSES Annual portfolio operating expenses(3)(%) Expense example
(expenses that are deducted from portfolio assets)
The expenses of the portfolio are Management fees 0.40 The example below is intended to
shown at right. The portfolio has Marketing (12b-1) fees none help you compare the cost of
no sales, redemption, exchange, or Other expenses ____ investing in the portfolio with the
account fees. The annual portfolio Total operating expenses ____ cost of investing in other mutual
expenses are deducted from Fee Waiver and Expense funds. The example assumes: $10,000
portfolio assets prior to Reimbursement ____ initial investment, 5% return each
performance calculations. ----------------------------------------------- year, total operating expenses
Net Expenses ____ unchanged, and all shares sold at
----------------------------------------------- the end of each time period. The
example is for comparison only; the
portfolio's actual return and your
actual costs may be higher or
lower.
---------------------------------------
1 yr. 3 yrs. 5 yrs. 10 yrs.
Your cost($) - - - -
---------------------------------------
</TABLE>

J.P. MORGAN EQUITY FUND 3

<PAGE>

U.S. EQUITY MANAGEMENT APPROACH
- --------------------------------------------------------------------------------

J.P. MORGAN

Known for its commitment to proprietary research and its disciplined investment
strategies, J.P. Morgan is the asset management choice for many of the world's
most respected corporations, financial institutions, governments, and
individuals. Today, J.P. Morgan employs over 300 analysts and portfolio managers
around the world and has more than $316 billion in assets under management,
including assets managed by the portfolio's advisor, J.P. Morgan Investment
Management Inc.

U.S. EQUITY INVESTMENT PROCESS

The portfolio's philosophy, developed by its advisor, focuses on stock picking
while largely avoiding sector or market-timing strategies. Also, under normal
market conditions, the portfolio will remain fully invested.

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

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

o catalysts that could trigger a rise in a stock's price
o high potential reward compared to potential risk
o temporary mispricings caused by market overreactions

[GRAPHIC OMITTED]
J.P. Morgan analysts develop proprietary fundamental research

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

[GRAPHIC OMITTED]
Using research and valuations, the portfolio's management team chooses stocks
for the portfolio

4 U.S. EQUITY MANAGEMENT APPROACH
<PAGE>

BUY/SELL SHARES
- --------------------------------------------------------------------------------

BUYING SHARES

Equity securities are value based on market value, or where market quotations
are not readily available, based on fair value as determined by the Board. Debt
securities with remaining maturities of 60 days or less are valued on an
amortized cost basis. Other debt securities are valued based on market value, or
where market quotations are not readily available, based on fair value which may
be determined by one or more pricing services.

SELLING SHARES

DIVIDENDS, DISTRIBUTIONS AND TAXES

Participating Insurance Companies and Eligible Plans should consult their tax
advisers about federal, state and local tax consequences.

BUY/SELL SHARES 5

<PAGE>

FUND DETAILS

BUSINESS STRUCTURE

MANAGEMENT AND ADMINISTRATION

The trustees are responsible for overseeing all business activities. The
trustees are assisted by Pierpont Group, Inc., which they own and operate on a
cost basis; costs are shared by all funds governed by these trustees. Funds
Distributor, Inc., as co-administrator, along with Morgan Guaranty, provides
fund officers. Morgan Guaranty, as co-administrator, provides cetain financial
and administrative services and oversees the portfolio's other service
providers.

J.P. Morgan and Morgan Guaranty receive the following
fees for investment advisory and administrative services, respectively:

Advisory services 0.40% of the portfolio's average
daily net assets
Administrative services 0.50% of the portfolio's average
daily net assets*

* Morgan Guaranty is responsible for reimbursing the portfolio for certain
expenses usually incurred by the portfolio, including dividend disbursing
costs, custody fees, legal and accounting expenses and certain other expenses
described in the Statement of Additional Information. The portfolio will pay
these expenses directly and these amounts will be deducted from the fees
payable to Morgan Guaranty. If these amounts are more than the fees payable to
Morgan Guaranty, it will reimburse the portfolio for the excess.

Year 2000 Portfolio operations and shareholders could be adversely affected if
the computer systems used by J.P. Morgan, the Portfolio's other service
providers and other entities with computer systems linked to the portfolio do
not properly process and calculate January 1, 2000 and after date-related
information. J.P. Morgan is working to avoid these problems and to obtain
assurances from other service providers that they are taking similar steps.
However, it is not certain that these actions will be sufficient to prevent
these problems from adversely impacting portfolio operations and shareholders.
In addition, to the extent that operations of issuers of securities held by the
portfolio are impaired by date-related problems or prices of securities decline
as a result of real or perceived date-related problems of issuers held by the
portfolio or generally, the net asset value of the portfolio will decline.

6 FUND DETAILS
<PAGE>

FINANCIAL HIGHLIGHTS

[To be provided]

FUND DETAILS 7
<PAGE>

FOR MORE INFORMATION

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

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

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

J.P. Morgan Series Trust II
60 State Street
Boston, Massachusetts 02109

Telephone: 1-800-221-7930

Email: [email protected]

Text-only versions of these documents and this prospectus are available, upon
payment of a duplicating fee, from the Public Reference Room of the Securities
and Exchange Commission in Washington, D.C. (1-800-SEC-0330) and may be viewed
on-screen or downloaded from the SEC's Internet site at http://www.sec.gov. The
investment company and 1933 Act registration numbers for J. P. Morgan Series
Trust II are 811-8212 and 33-72834.

J.P. MORGAN FUNDS AND
THE MORGAN TRADITION

JPMorgan
================================================================================
J.P. Morgan

Advisor Distributor
J.P. Morgan Investment Management, Inc. Funds Distributor, Inc.
522 Fifth Avenue 60 State Street
New York, NY 10036 Boston, MA 02109
1-800-521-5411 1-800-221-7930

REQCP-993

<PAGE>

MAY 1, 1999 PROSPECTUS

J.P. MORGAN SERIES TRUST II

Small Company Portfolio

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

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

Distributed by Funds Distributor, Inc. JPMorgan
<PAGE>

Contents
- --------------------------------------------------------------------------------

The portfolio's goal, investment approach,
risks, expenses and performance

Investing in the J.P. Morgan
Small Company Portfolio

More about the portfolio's
business operations

J.P. MORGAN SMALL COMPANY PORTFOLIO
Portfolio description ........................................ 2
Past performance ............................................. 3

U.S. EQUITY MANAGEMENT APPROACH
J.P. Morgan .................................................. 4
U.S. equity investment process ............................... 5

BUY/SELL SHARES
Account policies ............................................. 6
Dividends, distributions and taxes ........................... 6

FUND DETAILS
Business structure ........................................... 7
Management and administration ................................ 7
Financial Highlights ......................................... 8

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

J.P. MORGAN SMALL COMPANY PORTFOLIO
- --------------------------------------------------------------------------------
REGISTRANT: J.P. MORGAN SERIES TRUST II
(J.P. MORGAN SMALL COMPANY PORTFOLIO)

[GRAPHIC OMITTED]
GOAL

The portfolio's goal is to provide high total return from a portfolio of
small company stocks. This goal can be changed only with shareholder approval.

[GRAPHIC OMITTED]

INVESTMENT APPROACH

The portfolio invests primarily in small U.S. companies whose market
capitalizations are less than $1 billion, typically represented by the Russell
2000 Index. The portfolio can moderately underweight or overweight industries
against the Russell 2000 Index's industry weightings when it believes it will
benefit performance.

Within each industry, the portfolio focuses on those stocks that are ranked as
most undervalued according to the process described on page 4. The portfolio
generally considers selling stocks that appear overvalued or have grown out of
the market cap range of the small company universe.

PORTFOLIO MANAGEMENT

The portfolio's assets are managed by J.P. Morgan, which currently manages over
$316 billion, including more than $2.7 billion using similar strategies as the
portfolio.

Before you invest

Investors considering the portfolio should understand that:

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

o The portfolio does not represent a complete investment program.

2 J.P. MORGAN SMALL COMPANY PORTFOLIO
<PAGE>

PAST PERFORMANCE
- --------------------------------------------------------------------------------

The bar chart and table shown below provide some indication of the risks of
investing in J.P. Morgan Small Company Portfolio.

The bar chart indicates the risks by showing changes in the performance of the
portfolio's shares from year to year since inception.

The portfolio's past performance does not necessarily indicate how the portfolio
will perform in the future.
<TABLE>
<CAPTION>

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

(30%)
- -----
</TABLE>

/ / J.P. Morgan Small Company Portfolio

<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Investor Expenses Annual portfolio operating expenses(3)(%) Expense example
(expenses that are deducted from portfolio assets)
The expenses of the portfolio are The example below is intended to
shown at right. The portfolio has Management fees 0.60 help you compare the cost of
no sales, redemption, exchange, or Marketing (12b-1) fees none investing in the portfolio with the
account fees. The annual portfolio Other expenses ____ cost of investing in other mutual
expenses are deducted from Total operating expenses ____ funds. The example assumes: $10,000
portfolio assets prior to Fee Waiver and Expense initial investment, 5% return each
performance calculations. Reimbursement ____ year, total operating expenses
------------------------------------------------- unchanged, and all shares sold at
Net Expenses ____ the end of each time period. The
------------------------------------------------- example is for comparison only; the
portfolio's actual return and your
actual costs may be higher or
lower.
-----------------------------------------
1 yr. 3 yrs. 5 yrs. 10 yrs.
Your cost($) - - - -
-----------------------------------------
</TABLE>

(1) The portfolio commenced operations on 1/3/95.

(2) The portfolio's fiscal year end is 12/31.

PAST PERFORMANCE 3

<PAGE>

U.S. EQUITY MANAGEMENT APPROACH
- -------------------------------------------------------------------------------

J.P. MORGAN

Known for its commitment to proprietary research and its disciplined investment
strategies, J.P. Morgan is the asset management choice for many of the world's
most respected corporations, financial institutions, governments, and
individuals. Today, J.P. Morgan employs over 300 analysts and portfolio managers
around the world and has more than $316 billion in assets under management,
including assets managed by the portfolio's advisor, J.P. Morgan Investment
Management Inc.

U.S. EQUITY INVESTMENT PROCESS
The portfolio's philosophy, developed by its advisor, focuses on stock picking
while largely avoiding sector or market-timing strategies. Also, under normal
market conditions, the portfolio will remain fully invested.

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

[GRAPHIC OMITTED]
J.P. Morgan analysts develop proprietary fundamental research

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

[GRAPHIC OMITTED]
Using research and valuations,
the portfolio's management team
chooses stocks for the portfolio

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

o high potential reward compared to potential risk

o temporary mispricings caused by market overreactions

4 U.S. EQUITY MANAGEMENT APPROACH
<PAGE>

BUY/SELL SHARES
- -------------------------------------------------------------------------------

BUYING SHARES

SELLING SHARES

DIVIDENDS, DISTRIBUTIONS AND TAXES

Participating Insurance Companies and Eligible Plans should consult their tax
advisers about federal, state and local tax consequences.

BUY/SELL SHARES 5
<PAGE>

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

BUSINESS STRUCTURE

MANAGEMENT AND ADMINISTRATION

The trustees are responsible for overseeing all business activities. The
trustees are assisted by Pierpont Group, Inc., which they own and operate on a
cost basis; costs are shared by all funds governed by these trustees. Funds
Distributor, Inc., as co-administrator, along with Morgan Guaranty, provides
fund officers. Morgan Guaranty, as co-administrator, provides certain financial
and administrative services and oversees the portfolio's other service
providers.

J.P. Morgan and Morgan Guaranty receive the following fees for investment
advisory and administrative services, respectively:

Advisory services 0.60% of the portfolio's average daily net assets

Administrative services 0.55% of the portfolio's average daily net assets*

Year 2000 Portfolio operations and shareholders could be adversely affected if
the computer systems used by J.P. Morgan, the portfolio's other service
providers and other entities with computer systems linked to the portfolio do
not properly process and calculate January 1, 2000 and after date-related
information. J.P. Morgan is working to avoid these problems and to obtain
assurances from other service providers that they are taking similar steps.
However, it is not certain that these actions will be sufficient to prevent
these problems from adversely impacting portfolio operations and shareholders.
In addition, to the extent that operations of issuers of securities held by the
portfolio are impaired by date-related problems or prices of securities decline
as a result of real or perceived date-related problems of issuers held by the
portfolio or generally, the net asset value of the portfolio will decline.

6 FUND DETAILS
<PAGE>

- -------------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS

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

[To be provided]

FUND DETAILS 7
<PAGE>

FOR MORE INFORMATION

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

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

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

J.P. Morgan Series Trust II
60 State Street
Boston, Massachusetts 02109

Telephone: 1-800-221-7930

Email: [email protected]

J.P. MORGAN FUNDS AND THE MORGAN TRADITION

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

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

Advisor Distributor
J.P. Morgan Investment Management Inc. Funds Distributor, Inc.
522 Fifth Avenue 60 State Street
New York, NY 10036 Boston, MA 02109
1-800-521-5411 1-800-221-7930

RFICP_9811

<PAGE>

MAY 1, 1999 PROSPECTUS

J.P. MORGAN SERIES TRUST II

International Opportunities Portfolio

================================================================================
Seeking high total return primarily from stocks outside the United States

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

Distributed by Funds Distributor, Inc. JPMorgan

<PAGE>

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

The portfolio's goal, investment approach,
risks, expenses and performance

Investing in the J.P. Morgan
International Opportunities Portfolio

6
More about the portfolio's
business operations

J.P. MORGAN INTERNATIONAL OPPORTUNITIES PORTFOLIO

Portfolio description ........................................ 2
Past performance ............................................. 3

INTERNATIONAL EQUITY MANAGEMENT APPROACH
J.P. Morgan .................................................. 4
International equity investment process ...................... 4

BUY/SELL SHARES
Account policies ............................................. 5
Dividends, distributions and taxes ........................... 5

FUND DETAILS
Business structure ........................................... 6
Management and administration ................................ 6
Financial highlights ......................................... 7

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

J.P. MORGAN INTERNATIONAL
OPPORTUNITIES PORTFOLIO
- --------------------------------------------------------------------------------
Registrant: J.P. Morgan series trust II
(J.P. Morgan International Opportunities portfolio)

[GRAPHIC OMITTED]

GOAL

The portfolio's goal is to provide high total return from a portfolio of
equity securities of foreign companies. This goal can be changed only with
shareholder approval.

[GRAPHIC OMITTED]

INVESTMENT APPROACH

The portfolio's assets are invested primarily in the common stock of
companies based in developed countries outside the U.S. and in developing
countries. Under normal market conditions, the portfolio will invest in at least
three different foreign countries.

The portfolio focuses on stock picking, emphasizing those stocks that are ranked
as undervalued according to J.P. Morgan's proprietary research, while
underweighting or avoiding those that appear overvalued. While the portfolio
generally follows the process described on page __, its country allocations and
sector weightings may differ significantly from those of the MSCI All Country
World Index Free (ex-U.S.), the portfolio's benchmark. The portfolio makes its
currency management decisions as described on page __.

PORTFOLIO MANAGEMENT

The portfolio's assets are managed by J.P. Morgan, which currently manages over
$316 billion, including approximately $2.4 billion using similar strategies as
the portfolio.

The portfolio management team is led by Paul A. Quinsee, managing director, who
has been on the team since the portfolio's inception and at J.P. Morgan since
1992, Andrew C. Cormie, vice president, who has been an international equity
portfolio manager since 1997 and employed by J.P. Morgan since 1984, and by
Nigel F. Emmett, vice president, who has been on the team since joining J.P.
Morgan in August 1997. Previously, Mr. Emmett was an assistant manager at
Brown Brothers Harriman and Co. and a portfolio manager at Gartmore Investment
Management.

Before you invest

Investors considering the portfolio should understand that:

o There is no assurance that the portfolio will meet its investment goals.

o The portfolio does not represent a complete investment program.

2 J.P. MORGAN INTERNATIONAL OPPORTUNITIES FUND
<PAGE>

PAST PERFORMANCE
- --------------------------------------------------------------------------------

The bar chart and table shown below provide some indication of the risks of
investing in J.P. Morgan International Opportunities Portfolio.

The bar chart indicates the risks by showing changes in the performance of the
portfolio's shares from year to year since inception.

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

Year-by-year total return (%) Shows changes in returns by calendar year(3)

40%
- ---
to be provided
20%
- ---

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

(20%)
- ----

/ / J.P. Morgan International Opportunities Portfolio

Average annual total return (%) Shows performance over time, for period ended December 31, 1998(1)
- -----------------------------------------------------------------------------------------------------------------------------------
Past 1 year Life of portfolio
<S> <C> <C>
J.P. Morgan International Opportunities Portfolio (after expenses) _____ _____
- -----------------------------------------------------------------------------------------------------------------------------------
MSCI All Country World Index Free (ex-U.S.) _____ _____
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>

<S> <C> <C>
INVESTOR EXPENSES Annual portfolio operating expenses(3)(%) Expense example
(expenses that are deducted from portfolio assets)
The expenses of the portfolio are Management fees 0.60 The example below is intended to
shown at right. The portfolio has Marketing (12b-1) fees None help you compare the cost of
no sales, redemption, exchange, or Other expenses - investing in the portfolio with the
account fees. The annual portfolio Total operating expenses - cost of investing in other mutual
expenses are deducted from Fee Waiver and Expense funds. The example assumes: $10,000
portfolio assets prior to Reimbursement - initial investment, 5% return each
performance calculations. ------------------------------------------------- year, total operating expenses
Net Expenses - unchanged, and all shares sold at
------------------------------------------------- the end of each time period. The
example is for comparison only; the
portfolio's actual return and your
actual costs may be higher or
lower.
------------------------------------------
1 yr. 3 yrs. 5 yrs. 10 yrs.
Your cost($) - - - -
------------------------------------------
</TABLE>
(1) The portfolio commenced operations on 1/3/95.
(2) The portfolio's fiscal year end is 12/31.
(3) Reflects an agreement by Morgan Guaranty Trust Company of New York ("Morgan
Guaranty"), an affiliate of J.P. Morgan, to reimburse the portfolio to the
extent certain expenses exceed in any fiscal year 1.20% of the portfolio's
average daily net assets.

J.P. MORGAN INTERNATIONAL OPPORTUNITIES FUND 3
<PAGE>

INTERNATIONAL EQUITY MANAGEMENT APPROACH
- --------------------------------------------------------------------------------

J.P. MORGAN
Known for its commitment to proprietary research and its disciplined investment
strategies, J.P. Morgan is the asset management choice for many of the world's
most respected corporations, financial institutions, governments, and
individuals. Today, J.P. Morgan employs over 300 analysts and portfolio managers
around the world and has more than $316 billion in assets under management,
including assets managed by the portfolios advisor, J.P. Morgan Investment
Management Inc.

INTERNATIONAL EQUITY INVESTMENT PROCESS
The portfolio's philosophy, developed by its advisor, focuses on allocating
assets by country (where relevant), selecting stocks and managing currency
exposure. The portfolio largely avoids using sector or market-timing strategies.
Under normal market conditions, the portfolio will remain fully invested.

In managing the portfolio, J.P. Morgan employs a three-step process that
combines country allocation, fundamental research for identifying portfolio
securities, and currency management decisions:

Stock selection Various models are used to quantify J.P. Morgans fundamental
stock research, producing a ranking of companies in each industry group
according to their relative value. The portfolios management team then buys and
sells stocks, using the research and valuation rankings as well as its
assessment of other factors, including:

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

o potential reward compared to potential risk

o temporary mispricings caused by market overreactions

Currency management The portfolio has access to J.P. Morgans currency
specialists in determining the extent and nature of its exposure to various
foreign currencies.

[GRAPHIC OMITTED]

J.P. Morgan uses top-down analysis
(where relevant) in determining
which countries to emphasize

[GRAPHIC OMITTED]

Stocks in each industry are ranked
with the help of models, then selected
for investment

[GRAPHIC OMITTED]

J.P. Morgan may adjust currency
exposure to seek to manage
risks and enhance returns

4 INTERNATIONAL EQUITY MANAGEMENT APPROACH

<PAGE>

BUY/SELL SHARES
- --------------------------------------------------------------------------------

BUYING SHARES
Portfolio shares are offered only to separate accounts of Participating
Insurance Companies and Eligible Plans. Individuals may not purchase shares
directly from the portfolio. Policy owners should consult the applicable
prospectus of the separate account of the Participating Insurance Company and
Eligible Plan participants should consult the Plans administrator or trustee
for more information about buying portfolio shares.

The price for portfolio shares is the portfolios net asset value per share
(NAV), which is generally calculated as of the close of trading on the New York
Stock Exchange (usually 4:00 p.m. Eastern time) every day the exchange is open.
Purchase orders from separate accounts received in proper form by the
Participating Insurance Company or from Eligible Plans on a given business day
are priced at the NAV calculated on such day, provided that the order and
Federal Funds in the net amount of such order is received by the portfolio in
proper form on the next business day. The Participating Insurance Company or
Eligible Plan administrator or trustee is responsible for properly transmitting
purchase orders and Federal Funds.

SELLING SHARES
Portfolio shares may be sold at any time by the separate accounts of the
Participating Insurance Companies or by Eligible Plans. Individuals may not
place sell orders directly with the portfolio. Redemption orders from separate
accounts received in proper form by the Participating Insurance Company or from
Eligible Plans on a given business day are priced at the NAV calculated on such
day, provided that the order is received by the portfolio in proper form on the
next business day. The Participating Insurance Company or Eligible Plan
administrator or trustee is responsible for properly transmitting redemption
orders. Policy owners should consult the applicable prospectus of the separate
account of the Participating Insurance Company and Eligible Plan participants
should consult the Plans administrator or trustee for more information about
selling portfolio shares.

DIVIDENDS, DISTRIBUTIONS AND TAXES
The portfolio generally pays dividends from its net investment income, and
distributes any net capital gains that it has realized once a year.
Distributions will be reinvested in the portfolio unless instructed otherwise by
a Participating Insurance Company or Eligible Plan.

Participating Insurance Companies and Eligible Plans should consult their tax
advisers about federal, state and local tax consequences.

YOUR INVESTMENT 5
<PAGE>

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

BUSINESS STRUCTURE

MANAGEMENT AND ADMINISTRATION

The trustees are responsible for overseeing all business activities. The
trustees are assisted by Pierpont Group, Inc., which they own and operate on a
cost basis; costs are shared by all funds governed by these trustees. Funds
Distributor, Inc., as co-administrator, along with Morgan Guaranty, provides
fund officers. Morgan Guaranty, as co-administrator, provides certain financial
and administrative services and oversees the portfolio's other service
providers.

J.P. Morgan and Morgan Guaranty receive the following
fees for investment advisory and administrative services, respectively:

Advisory services 0.60% of the portfolios average
daily net assets
Administrative services 0.60% of the portfolios average
daily net assets*

* Morgan Guaranty is responsible for reimbursing the portfolio for certain
expenses usually incurred by the portfolio, including dividend disbursing
costs, custody fees, legal and accounting expenses and certain other expenses
described in the Statement of Additional Information. The portfolio will pay
these expenses directly and these amounts will be deducted from the fees
payable to Morgan Guaranty. If these amounts are more than the fees payable to
Morgan Guaranty, it will reimburse the portfolio for the excess.

Year 2000 Portfolio operations and shareholders could be adversely affected if
the computer systems used by J.P. Morgan, the portfolios other service
providers and other entities with computer systems linked to the portfolio do
not properly process and calculate January 1, 2000 and after date-related
information. J.P. Morgan is working to avoid these problems and to obtain
assurances from other service providers that they are taking similar steps.
However, it is not certain that these actions will be sufficient to prevent
these date-related problems from adversely impacting portfolio operations and
shareholders. In addition, to the extent that operations of issuers of
securities held by the portfolio are impaired by date-related problems or prices
of securities decline as a result of real or perceived date-related problems of
issuers held by the portfolio or generally, the net asset value of the portfolio
will decline.

6 FUND DETAILS

<PAGE>
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

The financial highlights tables are intended to help you understand the
portfolios financial performance. Certain information reflects financial
results for a single portfolio share. The total returns in the tables represent
the rate that an investor would have earned (or lost) on an investment in the
portfolio (assuming reinvestment of all dividends and distributions). Except
where noted, this information has been audited by PricewaterhouseCoopers LLP,
whose report, along with the portfolio's financial statements, are included in
the portfolios annual report, which are available upon request.

to be provided

J.P. MORGAN INTERNATIONAL EQUITY FUND 7
<PAGE>

FOR MORE INFORMATION
- --------------------------------------------------------------------------------

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

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

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

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

J.P. Morgan Series Trust II
60 State Street
Boston, Massachusetts 02109

Telephone: 1-800-221-7930

Email: [email protected]

Text-only versions of these documents and this prospectus are available, upon
payment of a duplicating fee, from the Public Reference Room of the Securities
and Exchange Commission in Washington, D.C. (1-800-SEC-0330) and may be viewed
on-screen or downloaded from the SECs Internet site at http://www.sec.gov. The
investment company and 1933 Act registration numbers are for J.P. Morgan Series
Trust II are 811-8212 and 33-72834.

J.P. MORGAN FUNDS AND THE MORGAN TRADITION

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

JP Morgan

J.P. Morgan Funds
Advisor Distributor
J.P. Morgan Investment Management Inc. Funds Distributor, Inc.
522 Fifth Avenue 60 State Street
New York, NY 10036 Boston, MA 02109
1-800-521-5411 1-800-221-7930

RIECP-993

<PAGE>

J.P. MORGAN SERIES TRUST II
60 State Street
Boston, Massachusetts 02109
1-800-221-7930

A SERIES TRUST WITH
J.P. MORGAN TREASURY MONEY MARKET PORTFOLIO
J.P. MORGAN BOND PORTFOLIO
J.P. MORGAN EQUITY PORTFOLIO
J.P. MORGAN SMALL COMPANY PORTFOLIO
J.P. MORGAN INTERNATIONAL OPPORTUNITIES PORTFOLIO

STATEMENT OF ADDITIONAL INFORMATION
May 1, 1999

THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS BUT
SUPPLEMENTS AND SHOULD BE READ IN CONJUNCTION WITH THE PROSPECTUS OF THE TRUST.
IT IS INCORPORATED BY REFERENCE INTO THE PROSPECTUS. A COPY OF THE PROSPECTUS
MAY BE OBTAINED BY WRITING OR CALLING THE TRUST AT THE ADDRESS OR TELEPHONE
NUMBER ABOVE.

The date of the Prospectus to which this Statement of Additional
Information relates is May 1, 1999.

The most recent Annual Report and Semi-Annual Report to Shareholders are
separate documents supplied with this Statement of Additional Information, and
the financial statements, accompanying notes and report of independent auditors
appearing in the Annual Report are incorporated by reference into this Statement
of Additional Information.

TABLE OF CONTENTS

Page

BUSINESS HISTORY..................................................B-1
INVESTMENT OBJECTIVES AND POLICIES................................B-1
J.P. Morgan Treasury Money Market Portfolio.......................B-1
J.P. Morgan Bond Portfolio........................................B-1
J.P. Morgan Equity Portfolio......................................B-2
J.P. Morgan Small Company Portfolio...............................B-2
J.P. Morgan International Opportunities Portfolio.................B-2
MONEY MARKET INSTRUMENTS..........................................B-2
U.S. Treasury Securities..........................................B-3
Additional U.S. Government Obligations............................B-3
Foreign Government Obligations....................................B-3
Bank Obligations..................................................B-3
Commercial Paper..................................................B-4
Repurchase Agreements.............................................B-4
CORPORATE BONDS AND OTHER DEBT SECURITIES.........................B-5
High Yield/High Risk Bonds........................................B-5
Asset-Backed Securities...........................................B-5

<PAGE>

EQUITY INVESTMENTS................................................B-6
Equity Securities.................................................B-6
FOREIGN INVESTMENTS...............................................B-6
FOREIGN CURRENCY EXCHANGE TRANSACTIONS............................B-8
ADDITIONAL INVESTMENTS............................................B-9
Convertible Securities............................................B-9
When-Issued and Delayed Delivery Securities.......................B-9
Investment Company Securities....................................B-10
Reverse Repurchase Agreements....................................B-10
Mortgage Dollar Roll Transactions................................B-10
Loans of Portfolio Securities....................................B-10
Illiquid Investments.............................................B-11
QUALITY AND DIVERSIFICATION REQUIREMENTS.........................B-11
J.P. Morgan Treasury Money Market Portfolio......................B-11
J.P. Morgan Bond Portfolio.......................................B-12
J.P. Morgan Equity, Small Company and International Opportunities
Portfolios..................................................B-12
OPTIONS AND FUTURES TRANSACTIONS.................................B-12
General..........................................................B-12
Purchasing Put and Call Options..................................B-13
Selling (Writing) Put and Call Options...........................B-14
Options on Indices...............................................B-14
Futures Contracts................................................B-15
Options on Futures Contracts.....................................B-16
Combined Positions...............................................B-16
Correlation of Price Changes.....................................B-16
Liquidity of Options and Futures Contracts.......................B-17
Position Limits..................................................B-17
Asset Coverage for Futures Contracts and Options Positions.......B-17
RISK MANAGEMENT..................................................B-17
INVESTMENT RESTRICTIONS..........................................B-18
FUNDAMENTAL INVESTMENT RESTRICTIONS..............................B-18
NON-FUNDAMENTAL INVESTMENT RESTRICTIONS..........................B-19
J.P. Morgan Treasury Money Market Portfolio......................B-19
J.P. Morgan Bond, Equity, Small Company and International
Opportunities Portfolios....................................B-19
TRUSTEES AND OFFICERS............................................B-20
INVESTMENT ADVISORY AND OTHER SERVICES...........................B-24
Investment Advisory Agreement....................................B-24
Administrative Services Agreement................................B-25
Prior Management Arrangements....................................B-27
Independent Accountants..........................................B-27
Distributor......................................................B-27
Co-Administrator.................................................B-28
Custodian........................................................B-28
Payment of Expenses..............................................B-29
PORTFOLIO TRANSACTIONS AND BROKERAGE ALLOCATIONS.................B-29
SHARES OF BENEFICIAL INTEREST....................................B-30
OFFERING AND REDEMPTION OF SHARES................................B-32
DETERMINATION OF NET ASSET VALUE.................................B-32
TAXES............................................................B-33
PERFORMANCE AND YIELD INFORMATION................................B-35
Money Market Portfolio...........................................B-35
Non-Money Market Portfolios......................................B-35
DELAWARE BUSINESS TRUST..........................................B-38
FINANCIAL STATEMENTS.............................................B-38
ADDITIONAL INFORMATION...........................................B-38
APPENDIX A........................................................A-1

<PAGE>
BUSINESS HISTORY

J.P. Morgan Series Trust II (the "Trust"), a Delaware Business Trust, is an
open-end diversified management investment company established to provide for
the investment of assets of separate accounts of life insurance companies
("Participating Insurance Companies") and of qualified pension and retirement
plans outside of the separate account context ("Eligible Plans" or "Plans").
Separate accounts acquire such assets pursuant to the sale of variable annuity
contracts and variable life insurance policies (collectively, the "Policies").
The Trust is composed of five separate portfolios (each, a "Portfolio" and
collectively, the "Portfolios") which operate as distinct investment vehicles.
The Portfolios are J.P. Morgan Treasury Money Market Portfolio, J.P. Morgan Bond
Portfolio, J.P. Morgan Equity Portfolio, J.P. Morgan Small Company Portfolio and
J.P. Morgan International Opportunities Portfolio. Each Portfolio is a
diversified investment company, which means that, with respect to 75% of its
total assets, the Portfolio will not invest more than 5% of its assets in the
securities of any single issuer.

The Trust was organized in Delaware on October 28, 1993 and had no business
history prior to that date. Prior to January 1, 1997, the Trust's name was The
Chubb Series Trust and the names of the corresponding Portfolios were The
Resolute Treasury Money Market Portfolio, The Resolute Bond Portfolio, The
Resolute Equity Portfolio, The Resolute Small Company Portfolio and The Resolute
International Equity Portfolio. Effective January 1, 1998, the name of the Trust
was changed from "JPM Series Trust II" to "J.P. Morgan Series Trust II" and each
Portfolio's named changed accordingly. Effective January 1, 1998, the name of
the "J. P. Morgan International Opportunities Portfolio" was changed from "JPM
International Equity Portfolio". In the future, the Trust may add or terminate
portfolios.

Each Portfolio's investment adviser is J.P. Morgan Investment Management
Inc. ("Morgan" or the "Adviser").

INVESTMENT OBJECTIVES AND POLICIES

J.P. MORGAN TREASURY MONEY MARKET PORTFOLIO is designed to be a convenient
means of making substantial investments in short-term direct obligations of the
United States Treasury. J.P. Morgan Treasury Money Market Portfolio's investment
objective is to provide current income, maintain a high level of liquidity, and
preserve capital.

The Portfolio attempts to achieve its investment objective by maintaining a
dollar-weighted average portfolio maturity of not more than 90 days and by
investing in U.S. Treasury securities described in the Prospectus and in this
Statement of Additional Information that have effective maturities of thirteen
months or less.

J.P. MORGAN BOND PORTFOLIO is designed to be a convenient means of making
substantial investments in a broad range of corporate and government debt
obligations and related investments, subject to certain quality and other
restrictions. J.P. Morgan Bond Portfolio'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 J.P. Morgan Bond Portfolio will
fluctuate, the Portfolio attempts to preserve the value of its investments to
the extent consistent with its objective. The Portfolio attempts to achieve its
investment objective by investing primarily in corporate and government debt
obligations and related securities described in the Prospectus and this

B-1
<PAGE>

Statement of Additional Information. The Portfolio may purchase or sell
financial futures contracts and options in order to attempt to reduce the
volatility of its portfolio, manage market risk and minimize fluctuations in net
asset value. For a discussion of these investments, see "OPTIONS AND FUTURES
TRANSACTIONS."

J.P. MORGAN EQUITY PORTFOLIO is designed for investors who want an actively
managed portfolio of selected equity securities that seeks to outperform the S&P
500 Index. J.P. Morgan Equity Portfolio's investment objective is to provide a
high total return from a portfolio comprised of selected equity securities.

During normal market conditions, at least 65% of the Portfolio's net assets
will be invested in equity securities, consisting of common stocks and other
securities with equity characteristics, such as preferred stock, warrants,
rights and convertible securities. The Portfolio's primary investments are the
common stock of large- and medium- capitalization U.S. companies.

J.P. MORGAN SMALL COMPANY PORTFOLIO 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. J.P. Morgan Small Company Portfolio's investment
objective is to provide a high total return from a portfolio of equity
securities of small companies.

The Portfolio may invest in the same types of securities as permitted for
the J.P. Morgan Equity Portfolio.

J.P. MORGAN INTERNATIONAL OPPORTUNITIES PORTFOLIO is designed for investors
with a long-term investment horizon who want to diversify their portfolios by
adding international equities and take advantage of investment opportunities
outside the U.S. J.P. Morgan International Opportunities Portfolio's investment
objective is to provide a high total return from a portfolio of equity
securities of foreign corporations.

The Portfolio seeks to achieve its investment objective by investing
primarily in the equity securities of foreign corporations, consisting of common
stock and other securities with equity characteristics, such as preferred stock,
warrants, rights and convertible securities. Under normal circumstances, the
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
short-term instruments), except temporarily when extraordinary circumstances
prevailing at the same time in a significant number of foreign countries render
investments in such countries inadvisable.

The following discussion supplements the information regarding the
investment objective of each Portfolio and the policies to be employed to
achieve its objective as set forth above and in the Prospectus.

MONEY MARKET INSTRUMENTS

J.P. Morgan Bond, Equity, Small Company and International Opportunities
Portfolios are permitted to invest in money market instruments, although each of
these Portfolios intends to stay invested in equity securities (or in the case
of J.P. Morgan Bond Portfolio, long-term fixed income securities), to the extent
practical in light of its investment objective and long-term investment
perspective. These Portfolios may make money market investments pending other
investment or settlement, for liquidity or in adverse market conditions. The
money market investments permitted for these Portfolios are the same as for J.P.
Morgan Bond Portfolio and include obligations of the U.S. Government and its

B-2
<PAGE>

agencies and instrumentalities, other debt securities, commercial paper, bank
obligations and repurchase agreements. J.P. Morgan International Opportunities
Portfolio also may invest in short-term obligations of sovereign foreign
governments, their agencies, instrumentalities and political subdivisions. 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 U.S.

ADDITIONAL U.S. GOVERNMENT OBLIGATIONS. Each of the Portfolios, except the
J.P. Morgan Treasury Money Market Portfolio, 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 U.S. Government.
In the case of securities not backed by the full faith and credit of the U.S.,
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 U.S. Government itself in the event the agency or
instrumentality does not meet its commitments. Securities in which each
Portfolio, except the J.P. Morgan Treasury Money Market Portfolio, may invest
that are not backed by the full faith and credit of the U.S. Government include,
but are not limited to: (i) obligations of the Tennessee Valley Authority, the
Federal Home Loan Mortgage Corporation, the Federal Home Loan Bank and the
United States Postal Service, each of which has the right to borrow from the
U.S. Treasury to meet its obligations; (ii) Securities issued by the Federal
National Mortgage Association, which are supported by the discretionary
authority of the U.S. Government to purchase the agency's obligations; and (iii)
obligations of the Federal Farm Credit System and the Student Loan Marketing
Association, each of whose obligations may be satisfied only by the individual
credits of the issuing agency. Securities which are backed by the full faith and
credit of the U.S. Government include obligations of the Government National
Mortgage Association, the Farmers Home Administration, and the Export-Import
Bank.

FOREIGN GOVERNMENT OBLIGATIONS. Each of the Portfolios, except the J.P.
Morgan Treasury Money Market Portfolio, subject to its applicable investment
policies, also may invest in short-term obligations of foreign sovereign
governments or of their agencies, instrumentalities, authorities or political
subdivisions. These securities may be denominated in U.S. dollars or in another
currency. See "FOREIGN INVESTMENTS."

BANK OBLIGATIONS. Each of the Portfolios, except the J.P. Morgan Treasury
Money Market Portfolio, 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 U.S. 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
does not apply to the J.P. Morgan International Opportunities Portfolio. See
"FOREIGN INVESTMENTS." The Portfolios will not invest in bank obligations for
which the Adviser, or any of its affiliated persons, is the ultimate obligor or
accepting bank. Each of the Portfolios, other than J.P. Morgan Treasury Money
Market Portfolio, also may invest in obligations of international banking

B-3
<PAGE>

institutions designated or supported by national governments to promote economic
reconstructions, development or trade between nations (e.g., the European
Investment Bank, the InterAmerican Development Bank, or the World Bank).

COMMERCIAL PAPER. Each of the Portfolios, except the J.P. Morgan Treasury
Money Market Portfolio, 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 the Adviser, acting as agent, for no additional fee. The monies
loaned to the borrower come from accounts maintained with or managed by the
Adviser or its affiliates, pursuant to arrangements with such accounts. Interest
and principal payments are credited to such accounts. The Adviser, 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 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
Adviser. Since master demand obligations typically are not rated by credit
rating agencies, the Portfolios may invest in such unrated obligations only if
at the time of an investment the obligation is determined by the Adviser to have
a credit quality which satisfies the particular 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 Trust's Board of Trustees (the "Board"). 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 also may 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 a Portfolio 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. J.P. Morgan Treasury Money Market Portfolio will only
enter into repurchase agreements involving U.S. Treasury securities. The
Portfolios will always 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 Portfolios in each agreement plus accrued
interest, and the Portfolios will make payment for such securities only upon
physical delivery or upon evidence of book entry transfer to the account of the
Trust's custodian. J.P. Morgan Treasury Money Market Portfolio will be fully
collateralized within the meaning of Rule 2a-7 under the Investment Company Act
of 1940, as amended (the "1940 Act"). If the seller defaults, a Portfolio might
incur a loss if the value of the collateral securing the repurchase agreement
declines and might incur disposition costs in connection with liquidating the
collateral. In addition, if bankruptcy proceedings are commenced with respect to
the seller of the security, realization upon the collateral by a Portfolio may

B-4
<PAGE>

be delayed or limited. See "INVESTMENT RESTRICTIONS."

Each of the Portfolios (other than J.P. Morgan Treasury Money Market
Portfolio) may make investments in other debt securities with remaining
effective maturities of thirteen months or less, including, without limitation,
corporate bonds of foreign and domestic issuers, asset-backed securities and
other obligations described in the Prospectus or this Statement of Additional
Information.

CORPORATE BONDS AND OTHER DEBT SECURITIES

As discussed in the Prospectus, J.P. Morgan Bond Portfolio may invest in
bonds and other debt securities of domestic and foreign issuers to the extent
consistent with its investment objective 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."

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

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

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 or other asset-backed securities collateralized by such
assets. 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

B-5
<PAGE>

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 also may 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.

EQUITY INVESTMENTS

As discussed in the Prospectus, J.P. Morgan Equity, Small Company and
International Opportunities Portfolios invest primarily in equity securities
consisting of common stock and other securities with equity characteristics. The
securities in which these Portfolios invest include those listed on any domestic
or foreign securities exchange or traded in the over-the-counter markets, 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 common stocks in which the Portfolios may invest
include the common stock of any class or series of a domestic or foreign
corporation or any similar equity interest, such as trust or partnership
interests. The Portfolios' equity investments also may include preferred stock,
warrants, rights and convertible securities. These investments 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 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.

FOREIGN INVESTMENTS

J.P. Morgan International Opportunities Portfolio makes substantial
investments in foreign securities. J.P. Morgan Bond, Equity and Small Company
Portfolios may invest in certain foreign securities. J.P. Morgan Equity and
Small Company Portfolios do not expect to invest more than 30% of each of their
respective total assets at the time of purchase in securities of foreign
issuers. J.P. Morgan Bond Portfolio does not expect more than 20% of its foreign
investments to be in securities which are not U.S. dollar denominated. J.P.
Morgan Equity and Small Company Portfolios do not expect more than 10% of their
respective foreign investments to be in securities which are not listed on a
national securities exchange or which are not U.S. dollar-denominated. In the
case of J.P. Morgan Bond Portfolio, any foreign commercial paper must not be
subject to foreign withholding tax at the time of purchase.

B-6
<PAGE>

Investment in securities of foreign issuers and in obligations of foreign
branches of domestic banks involves somewhat different investment risks from
those affecting securities of U.S. domestic issuers. There may be limited
publicly available information with respect to foreign issuers, and foreign
issuers are not generally subject to uniform accounting, auditing and financial
standards and requirements comparable to those applicable to domestic companies.
Dividends and interest paid by foreign issuers may be subject to withholding and
other foreign taxes which may decrease the net return on foreign investments as
compared to dividends and interest paid to these Portfolios by domestic
companies.

Investors should realize that the value of each Portfolio's investments in
foreign securities may be adversely affected by changes in political or social
conditions, diplomatic relations, confiscatory taxation, expropriation,
nationalization, limitation on the removal of funds or assets, or imposition of
(or change in) exchange control or tax regulations in those foreign countries.
In addition, changes in government administrations or economic or monetary
policies in the U.S. or abroad could result in appreciation or depreciation of
portfolio securities and could favorably or unfavorably affect the Portfolio's
operations. Furthermore, the economies of individual foreign nations may differ
from the U.S. economy, whether favorably or unfavorably, in areas such as growth
of gross national product, rate of inflation, capital reinvestment, resource
self-sufficiency and balance of payments position; it also may be more difficult
to obtain and enforce a judgment against a foreign issuer. Any foreign
investments made by the Portfolios must be made in compliance with the U.S. and
foreign currency restrictions and tax laws restricting the amounts and types of
foreign investments.

In addition, while the volume of transactions effected on foreign stock
exchanges has increased in recent years, in most cases it remains appreciably
below that of domestic security exchanges. Accordingly, a Portfolio's foreign
investments may be less liquid and their prices may be more volatile than
comparable investments in securities of U.S. companies. Moreover, the settlement
periods for foreign securities, which are often longer than those for securities
of U.S. issuers, may affect portfolio liquidity. In buying and selling
securities on foreign exchanges, purchasers normally pay fixed commissions that
are generally higher than the negotiated commissions charged in the U.S. In
addition, there is generally less government supervision and regulation of
securities exchanges, brokers and issuers located in foreign countries than in
the U.S.

J.P. Morgan International Opportunities Portfolio may invest in securities
of issuers in "emerging markets." Emerging markets include any country which in
the opinion of the Adviser is generally considered to be an emerging or
developing country by the international financial community. These countries
generally include every country in the world except the U.S., Canada, Japan,
Australia, New Zealand, the United Kingdom, and most countries in Western
Europe. Investments in securities of emerging markets countries entail a high
degree of risk. Investments in securities of issuers in emerging markets carry
all of the risks of investing in securities of foreign issuers outlined in this
section 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 emerging markets issuers and the currently low or non-existent
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 investing in issuers or industries
deemed sensitive to relevant national interests; and (iv) the absence of

B-7
<PAGE>

developed legal structures governing private or foreign investment and private
property.

Each of the Portfolios, other than J.P. Morgan Treasury Money Market
Portfolio, may invest in securities of foreign issuers directly or in the form
of ADRs, European Depositary Receipts ("EDRs") or other similar securities of
foreign issuers. These securities may not necessarily be denominated in the same
currency as the securities they represent. ADRs are receipts typically issued by
a U.S. bank or trust company evidencing ownership of the underlying foreign
securities. Certain such institutions issuing ADRs may not be sponsored by the
issuer of the underlying foreign securities. A non-sponsored depositary may not
provide the same shareholder information that a sponsored depositary is required
to provide under its contractual arrangements with the issuer of the underlying
foreign securities. EDRs are receipts issued by a European financial institution
evidencing a similar arrangement. Generally, ADRs, in registered form, are
designed for use in the U.S. securities markets, and EDRs, in bearer form, are
designed for use in European 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 by
changes in currency rates and in exchange control regulations, including
currency blockage. See "Foreign Currency Exchange Transactions" below.

FOREIGN CURRENCY EXCHANGE TRANSACTIONS

Because J.P. Morgan Bond, Equity, Small Company and International
Opportunities Portfolios buy and sell securities denominated in currencies other
than the U.S. dollar, and receive interest, dividends and sale proceeds in
currencies other than the U.S. dollar, J.P. Morgan Bond, Equity and Small
Company Portfolios may, and J.P. Morgan International Opportunities Portfolio
will, from time to time enter into foreign currency exchange transactions. The
Portfolios either enter into these transactions on a spot (i.e., cash) basis at
the spot rate prevailing in the foreign currency exchange market, or use forward
contracts to purchase or sell foreign currencies. The cost of a Portfolio's
currency exchange transactions will generally be the difference between the bid
and offer spot rate of the currency being purchased or sold.

A forward foreign currency exchange contract is an obligation by the
Portfolio to purchase or sell a specific currency at a future date, which may be
any fixed number of days from the date of the contract. Forward foreign currency
exchange contracts establish an exchange rate at a future date. These contracts
are entered into in the interbank market directly between currency traders
(usually large commercial banks) and their customers. A forward foreign currency
exchange contract generally has no deposit requirement, and is traded at a net
price without commission. Neither spot transactions nor forward foreign currency
exchange contracts eliminate fluctuations in the prices of the Portfolio's
securities, or prevent loss if the prices of these securities should decline.

Each of these Portfolios may enter into foreign currency exchange
transactions for a variety of purposes, including: to fix in U.S. dollars,
between trade and settlement date, the value of a security the Portfolio has
agreed to buy or sell; to hedge the U.S. dollar value of securities the
Portfolio already owns, particularly if it expects a decrease in the value of
the currency in which the foreign security is denominated; or to gain or reduce
exposure to the foreign currency in an attempt to enhance return.

As a hedging strategy, although these transactions are intended to minimize
the risk of loss due to a decline in the value of the hedged currency, at the
same time they tend to limit any potential gain that might be realized should
the value of the hedged currency increase. In addition, forward contracts that

B-8
<PAGE>

convert a foreign currency into another foreign currency will cause the
Portfolio to assume the risk of fluctuations in the value of the currency
purchased vis-a-vis the hedged currency and the U.S. dollar. The precise
matching of the forward contract amounts and the value of the securities
involved will not generally be possible because the future value of such
securities in foreign currencies will change as a consequence of market
movements in the value of such securities between the date the forward contract
is entered into and the date it matures. The projection of currency market
movements is extremely difficult, and the successful execution of a hedging or
investment strategy is highly uncertain.

ADDITIONAL INVESTMENTS

CONVERTIBLE SECURITIES. J.P. Morgan Bond, Equity, Small Company and
International Opportunities Portfolios may invest in convertible securities of
domestic and, subject to each Portfolio's restrictions, foreign issuers. The
convertible securities which the Portfolio may invest include any debt
securities 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.

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES. Each Portfolio may purchase
securities on a when-issued or delayed delivery basis. 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 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 Trust's 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. See "INVESTMENT
ADVISORY AND OTHER SERVICES" for more information concerning the Trust's
custodian. 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 Portfolio 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 the Portfolio's total assets will be invested in the aggregate in
securities of investment companies as a group, and (iii) not more than 3% of the

B-9
<PAGE>

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 Portfolio 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 (J.P. Morgan Treasury Money Market Portfolio will only enter into
reverse repurchase agreements involving Treasury securities). Reverse repurchase
agreements also may be viewed as the borrowing of money by the Portfolio and,
therefore, is a form of leverage. The Portfolios will invest the proceeds of
borrowings under reverse repurchase agreements. In addition, the Portfolios 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. Investors should keep in mind that the counterparty to a
contract could default on its obligations. The Portfolios will not invest the
proceeds of a reverse repurchase 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 Trust's 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. J.P. Morgan Bond Portfolio may engage in
mortgage dollar roll transactions with respect to mortgage-related 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-related
security and simultaneously agrees to repurchase a substantially 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 also may 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 Trust's custodian. Mortgage dollar roll
transactions are considered reverse repurchase agreements for purposes of the
Portfolio's investment restrictions.

LOANS OF PORTFOLIO SECURITIES. Each Portfolio 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, currently five 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 shareholders. The Portfolio may pay reasonable finders' and custodial
fees in connection with a loan. In addition, the Portfolios will consider all
facts and circumstances before entering into such an agreement, including the
creditworthiness of the borrowing financial institution, and the Portfolios will

B-10
<PAGE>

not make any loans in excess of one year. The Portfolios will not lend their
securities to any officer, Trustee, Director, employee, or affiliate of the
Portfolios, the Adviser or the Trust's distributor, unless otherwise permitted
by applicable law.

ILLIQUID INVESTMENTS. Subject to the limitations described below, each of
the Portfolios may acquire investments that are illiquid or have limited
liquidity, such as investments that are not registered under the Securities Act
of 1933, as amended (the "1933 Act"), and cannot be offered for public sale in
the U.S. without first being registered under the 1933 Act. An illiquid
investment in any investment that cannot be disposed of within seven days in the
normal course of business at approximately the amount at which it is valued by
the Portfolio. The price the Portfolio pays for illiquid securities or receives
upon resale may be lower than the price paid or received for similar securities
with more liquid market. Accordingly, the valuation of these securities will
reflect any limitations on their liquidity.

Each of the Portfolios also may purchase Rule 144A securities sold to
institutional investors without registration under the 1933 Act. These
securities may be determined to be liquid in accordance with guidelines
established by the Adviser and approved by the Trustees. The Trustees will
monitor the Adviser's implementation of these guidelines on a periodic basis.

QUALITY AND DIVERSIFICATION REQUIREMENTS

As a diversified investment company, each Portfolio is subject to the
following fundamental limitations with respect to 75% of its assets: (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 a
Portfolio's assets not subject to the limitations 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, or with respect to J.P.
Morgan Treasury Money Market Portfolio, as described below. 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.

J.P. MORGAN TREASURY MONEY MARKET PORTFOLIO. In order to attain its
investment objective, J.P. Morgan Treasury Money Market Portfolio will limit its
investments to direct obligations of the U.S. Treasury including Treasury Bills,
Notes and Bonds with remaining maturities of thirteen months or less at the time
of purchase and will maintain a dollar-weighted average portfolio maturity of
not more than 90 days.

J.P. MORGAN BOND PORTFOLIO. J.P. Morgan Bond Portfolio invests principally
in a diversified portfolio of "high quality" and "investment grade" securities.
Investment grade debt is rated, on the date of investment, within the four
highest rating categories of Moody's Investors Service, Inc. ("Moody's"),
currently Aaa, Aa, A and Baa, or of Standard & Poor's Ratings Group ("Standard &
Poor's"), currently AAA, AA, A and BBB, while high grade debt is rated on the
date of the investment within the three highest of such categories. The
Portfolio also may invest up to 25% of its total assets in securities which are
"below investment grade." The Portfolio may invest in debt securities which are
not rated or other debt securities to which these ratings are not applicable if,

B-11
<PAGE>

in the Adviser's opinion, such securities are of comparable quality to the rated
securities discussed above. 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 Adviser's
opinion.

J.P. MORGAN EQUITY, SMALL COMPANY AND INTERNATIONAL OPPORTUNITIES
PORTFOLIOS. J.P. Morgan Equity, Small Company and International Opportunities
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-l 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 Adviser'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 Adviser's
opinion.

In determining the suitability of investment in a particular unrated
security, the Adviser 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

GENERAL. J.P. Morgan Bond Portfolio may (a) purchase and sell exchange
traded and over-the-counter ("OTC") put and call options on fixed income
securities and indices of fixed income securities, (b) purchase and sell futures
contracts on fixed income securities and indices of fixed income securities and
(c) purchase and sell put and call options on futures contracts on fixed income
securities and indices of fixed income securities.

J.P. Morgan Equity, Small Company and International Opportunities
Portfolios may (a) purchase and sell exchange traded and OTC put and call
options on equity securities and indices of equity securities, (b) purchase and
sell futures contracts on indices of equity securities, and (c) purchase and
sell put and call options on futures contracts on indices of equity securities.

Each of these Portfolios may use futures contracts and options for hedging
and risk management purposes. See "RISK MANAGEMENT." None of the Portfolios may
use futures contracts and options for speculation.

Each of these Portfolios may utilize options and futures contracts to
manage its exposure to changing interest rates and/or security prices. Some
options and futures strategies, including selling futures contracts and buying
puts, tend to hedge a Portfolio's investments against price fluctuations. Other
strategies, including buying futures contracts, writing puts and calls, and
buying calls, tend to increase market exposure. Options and futures contracts
may be combined with each other or with forward contracts in order to adjust the
risk and return characteristics of a Portfolio's overall strategy in a manner

B-12
<PAGE>

deemed appropriate to the Adviser and consistent with a Portfolio's objective
and policies. Because combined options positions involve multiple trades, they
result in higher transaction costs and may be more difficult to open and close
out.

The use of options and futures is a highly specialized activity which
involves investment strategies and risks different from those associated with
ordinary portfolio securities transactions, and there can be no guarantee that
their use will increase a Portfolio's return. While the use of these instruments
by a Portfolio may reduce certain risks associated with owning its portfolio
securities, these techniques themselves entail certain other risks. If the
Adviser applies a strategy at an inappropriate time or judges market conditions
or trends incorrectly, options and futures strategies may lower a Portfolio's
return. Certain strategies limit a Portfolio's possibilities to realize gains as
well as limiting its exposure to losses. The Portfolio could also experience
losses if the prices of its options and futures positions were poorly correlated
with its other investments, or if it could not close out its positions because
of an illiquid secondary market. In addition, a Portfolio will incur transaction
costs, including trading commissions and option premiums, in connection with its
futures and options transactions and these transactions could significantly
increase the Portfolio's turnover rate.

No Portfolio may purchase or sell (write) futures contracts, options on
futures contracts or commodity options for risk management purposes if, as a
result, the aggregate initial margin and options premiums required to establish
these positions exceed 5% of the net assets of such Portfolio.

PURCHASING PUT AND CALL OPTIONS. By purchasing a put option, a Portfolio
obtains the right (but not the obligation) to sell the instrument underlying the
option at a fixed strike price. In return for this right, the Portfolio pays the
current market price for the option (known as the option premium). Options have
various types of underlying instruments, including specific securities, indexes
of securities, indexes of securities prices, and futures contracts. The
Portfolio may terminate its position in a put option it has purchased by
allowing it to expire or by exercising the option. The Portfolio may also close
out a put option position by entering into an offsetting transaction, if a
liquid market exists. If the option is allowed to expire, the Portfolio will
lose the entire premium it paid. If the Portfolio exercises a put option on a
security, it will sell the instrument underlying the option at the strike price.
If the Portfolio exercises an option on an index, settlement is in cash and does
not involve the actual sale of securities. If an option is American Style, it
may be exercised on any day up to its expiration date. A European style option
may be exercised only on its expiration date.

The buyer of a typical put option can expect to realize a gain if the price
of the underlying instrument falls substantially. However, if the price of the
instrument underlying the option does not fall enough to offset the cost of
purchasing the option, a put buyer can expect to suffer a loss (limited to the
amount of the premium paid, plus related transaction costs).

The features of call options are essentially the same as those of put
options, except that the purchaser of a call option obtains the right to
purchase, rather than sell, the instrument underlying the option at the option's
strike price. A call buyer typically attempts to participate in potential price
increases of instrument underlying the option with risk limited to the cost of
the option if security prices fall. At the same time, the buyer can expect to
suffer a loss if security prices do not rise sufficiently to offset the cost of
the option.

SELLING (WRITING) PUT AND CALL OPTIONS. When a Portfolio writes a put

B-13
<PAGE>

option, it takes the opposite side of the transaction from the option's
purchaser. In return for receipt of the premium, the Portfolio assumes the
obligation to pay the strike price for the instrument underlying the option if
the other party to the option chooses to exercise it. The Portfolio may seek to
terminate its position in a put option it writes before exercise by purchasing
an offsetting option in the market at its current price. However, if the market
is not liquid for a put option the Portfolio has written, the Portfolio must
continue to be prepared to pay the strike price while the option is outstanding,
regardless of price changes, and must continue to post margin as discussed
below.

If the price of the underlying instrument rises, a put writer would
generally expect to profit, although its gain would be limited to the amount of
the premium it received. If security prices remain the same over time, it is
likely that the writer will also profit, because it should be able to close out
the option at a lower price. If security prices fall, the put writer would
expect to suffer a loss. However, this loss should be less than the loss from
purchasing and holding the underlying instrument directly, because the premium
received for writing the option should offset a portion of the decline.

Writing a call option obligates a Portfolio to sell or deliver the option's
underlying instrument in return for the strike price upon exercise of the
option. The characteristics of writing call options are similar to those of
writing put options, except that writing calls generally is a profitable
strategy if prices remain the same or fall. Through receipt of the option
premium a call writer offsets part of the effect of a price decline. At the same
time, because a call writer must be prepared to deliver the underlying
instrument in return for the strike price, even if its current value is greater,
a call writer gives up some ability to participate in security price increases.

The writer of an exchange traded put or call option on a security, an index
of securities or a futures contract is required to deposit cash or securities or
a letter of credit as margin and to make mark-to-market payments of variation
margin as the position becomes unprofitable.

OPTIONS ON INDICES. Each Portfolio that is permitted to enter into options
transactions may purchase and sell (write) put and call options on any
securities index based on securities in which the Portfolio may invest. Options
on securities indices are similar to options on securities, except that the
exercise of securities index options is settled by cash payment and does not
involve the actual purchase or sale of securities. In addition, these options
are designed to reflect price fluctuations in a group of securities or segment
of the securities market rather than price fluctuations in a single security. A
Portfolio, in purchasing or selling index options, is subject to the risk that
the value of its portfolio securities may not change as much as an index because
the Portfolio's investments generally will not match the composition of an
index.

For a number of reasons, a liquid market may not exist and thus a Portfolio
may not be able to close out an option position that it has previously entered
into. When a Portfolio purchases an OTC option, it will be relying on its
counterparty to perform its obligations, and a Portfolio may incur additional
losses if the counterparty is unable to perform.

FUTURES CONTRACTS. When a Portfolio purchases a futures contract, it agrees
to purchase a specified quantity of an underlying instrument at a specified
future date or to make a cash payment based on the value of a securities index.
When a Portfolio sells a futures contract, it agrees to sell a specified
quantity of the underlying instrument at a specified future date or to receive a
cash payment based on the value of a securities index. The price at which the

B-14
<PAGE>

purchase and sale will take place is fixed when the Portfolio enters into the
contract. Futures can be held until their delivery dates or the position can be
(and normally is) closed out before then. There is no assurance, however, that a
liquid market will exist when the Portfolio wishes to close out a particular
position.

When a Portfolio purchases a futures contract, the value of the futures
contract tends to increase and decrease in tandem with the value of its
underlying instrument. Therefore, purchasing futures contracts will tend to
increase a Portfolio's exposure to positive and negative price fluctuations in
the underlying instrument, much as if it had purchased the underlying instrument
directly. When a Portfolio sells a futures contract, by contrast, the value of
its futures position will tend to move in a direction contrary to the value of
the underlying instrument. Selling futures contracts, therefore, will tend to
offset both positive and negative market price changes, much as if the
underlying instrument has been sold.

The purchaser or seller of a futures contract is not required to deliver or
pay for the underlying instrument unless the contract is held until the delivery
date. However, when a Portfolio buys or sells a futures contract it will be
required to deposit "initial margin" with its custodian in a segregated account
in the name of its futures broker, known as a futures commission merchant
("FCM"). Initial margin deposits are typically equal to a small percentage of
the contract's value. If the value of either party's position declines, that
party will be required to make additional "variation margin" payments equal to
the change in value on a daily basis. The party that has a gain may be entitled
to receive all or a portion of this amount. A Portfolio may be obligated to make
payments of variation margin at a time when it is disadvantageous to do so.
Furthermore, it may not always be possible for a Portfolio to close out its
futures positions. Until it closes out a futures position, a Portfolio will be
obligated to continue to pay variation margin. Initial and variation margin
payments do not constitute purchasing on margin for purposes of the Portfolio's
investment restrictions. In the event of the bankruptcy of an FCM that holds
margin on behalf of a Portfolio, the Portfolio may be entitled to return of
margin owed to it only in proportion to the amount received by FCM's other
customers, potentially resulting in losses to the Portfolio.

Each Portfolio will segregate liquid assets in connection with its use of
options and futures to the extent required by the staff of the Securities and
Exchange Commission. 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.

OPTIONS ON FUTURES CONTRACTS. The Portfolios may purchase put and call
options and sell (i.e., write) covered put and call options on futures
contracts.

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

B-15
<PAGE>

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.

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 FCM, as required by the 1940 Act and the SEC's
interpretations thereunder.

COMBINED POSITIONS. The Portfolios may purchase and write options 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 also may result from differing levels of demand in the options and
futures markets and the securities markets, structural differences in how
options and futures and securities are traded, or 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.

LIQUIDITY OF OPTIONS AND FUTURES CONTRACTS. There is no assurance a liquid
market will exist for any particular options 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 on a given day. On volatile trading days when the price fluctuation

B-16
<PAGE>

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 also could be impaired.

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 Adviser 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 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. For example, if the Adviser 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 Adviser wishes
to decrease fixed income securities or purchase equities, it could cause the
Portfolio to sell futures contracts on debt securities and purchase future
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.

INVESTMENT RESTRICTIONS

FUNDAMENTAL INVESTMENT RESTRICTIONS

Each Portfolio's investment objective is a "fundamental" policy, which
cannot be changed without approval by the holders of a majority of the
outstanding voting securities of the Portfolio. In addition, the investment
restrictions below have been adopted by the Trust with respect to each
Portfolio. Except where otherwise noted, these investment restrictions are
"fundamental" policies. A "majority of the outstanding voting securities" is
defined in the 1940 Act as the lesser of (a) 67% or more of the shares present

B-17
<PAGE>

at a shareholders meeting if the holders of more than 50% of the outstanding
shares are present and represented by proxy, or (b) more than 50% of the
outstanding shares. The percentage limitations contained in the restrictions
below apply at the time of the purchase of securities.

Unless Sections 8(b)(1) and 13(a) of the 1940 Act or any SEC or SEC Staff
interpretations thereof are amended or modified, no Portfolio may:

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 U.S. Government securities
(as defined in the 1940 Act);

4. Make loans to other persons, except through the purchase of debt
obligations (including privately placed securities), 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;

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 Securities Act of 1933, as amended; or

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

NON-FUNDAMENTAL INVESTMENT RESTRICTIONS

The investment restrictions that follow are not fundamental policies of the
respective Portfolios and may be changed by the Board.

B-18
<PAGE>

J.P. MORGAN TREASURY MONEY MARKET PORTFOLIO may not:

(i) Acquire any illiquid securities if as a result thereof, more than 10%
of the market value of the Portfolio's total assets would be in investments
that are illiquid.

J.P. MORGAN BOND, EQUITY, SMALL COMPANY AND INTERNATIONAL OPPORTUNITIES
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) 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;

(iii) Acquire any illiquid securities 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;

(iv) 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;

(v) 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;

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

(vii) Purchase securities of any issuer if, to the knowledge of the Trust,
any of the Trust's officers or Trustees or any officer of the Adviser,
would after the Portfolio's purchase of the securities of such issuer,
individually own 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 would own more than 5% of such securities, all taken at
market; or

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

TRUSTEES AND OFFICERS

The Trustees of the Trust are responsible for the management and
supervision of each Portfolio. The Trustees approve all significant agreements
with those companies that furnish services to the Portfolios. These companies
are as follows:

J.P. Morgan Investment Management Inc............ Investment Adviser

B-19
<PAGE>

Funds Distributor, Inc........................... Distributor and Co-
Administrator
Morgan Guaranty Trust Company of New York Co-Administrator
State Street Bank and Trust Company.............. Custodian

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

- --------------------------------------------------------------------------------
Name, Address and Date Principal Occupations
OF BIRTH POSITION WITH TRUST DURING PAST FIVE YEARS

- --------------------------------------------------------------------------------

John N. Bell Trustee Retired; Assistant
462 Lenox Avenue Treasurer, Consolidated
South Orange, NJ 07079 Edison Company of New
Date of Birth: 06/09/31 York, Inc.(since prior
to 1993); Board member
of other, private funds
managed by Morgan and/or
its affiliates (since
June, 1997)

- --------------------------------------------------------------------------------
John R. Rettberg Trustee Retired; Corporate Vice
79-165 Montego Bay Drive President and Treasurer,
Bermuda Dunes, CA 92201 Northrop Grumman
Date of Birth: 09/01/37 Corporation "Northrop"
(prior to January,
1995); Consultant,
Northrop (since January,
1995); Director,
Independent Colleges of
Southern California
(since prior to 1994);
Director, Junior
Achievement (prior to
1993); Director,
Pepperdine University
(since March, 1997);
Director Vari-Lite
International Corporation
(since April, 1996);
Board member of other,
private funds managed by
Morgan and/or its
affiliates (since June,
1997)

- --------------------------------------------------------------------------------
John F. Ruffle* Trustee Retired; Director
2234 Oyster Catcher Ct. and Vice Chairman,
Seabrook Island, SC J.P. Morgan & Co.
29455 Incorporated (prior to

B-20
<PAGE>

Date of Birth: 03/28/37 June, 1993); Trustee,
The Johns Hopkins
University (since April,
1990); Director,
Bethlehem Steel Corp.
(since September, 1990);
Director, Wackenhut
Corrections Corp. (since
January, 1997);
Director, Wackenhut
Corporation (since
April, 1998); Director,
Polymer Group, Inc.
(since May, 1997);
Director, Trident Corp.
(since November, 1993);
Director, American
Shared Hospital Services
(since May, 1995); Board
member of other, private
funds managed by Morgan
and/or its affiliates
(since June, 1997)

- --------------------------------------------------------------------------------
Kenneth Whipple, Jr. Trustee Executive Vice
1115 Country Club Drive President, Ford Motor
Bloomfield Hills, MI Company, President,
48304 Ford Financial Services
Date of Birth: 09/28/34 Group, and Chairman,
Ford Motor Credit
Company; Director and
President, Ford Holdings,
Inc. (since prior to
1992); Director, CMS
Energy Corporation and
Consumers Energy 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
prior to 1992); Director,
United Way of
Southeastern Michigan
(since prior to 1992);
Chairman, Director and
First Vice President,
WTVS-TV (since prior to
1992); Director, Galileo
International (since
October, 1997); Board
member of other, private
funds managed by Morgan

B-21
<PAGE>

and/or its affiliates
(since June, 1997)

- -------------------------------------------------------------------------------
* "Interested person" within the meaning of Section 2(a)(19) of the 1940 Act.

The Trust currently pays each Trustee an annual retainer of $20,000 and
reimburses them for their related expenses. The aggregate amount of compensation
paid to each Trustee by the Trust for the fiscal year ended December 31, 1998
was as follows:

Total Compensation from
Compensation Registrant and Fund
NAME OF TRUSTEE FROM TRUST COMPLEX PAID TO TRUSTEES

John N. Bell $20,000 $30,000
John R. Rettberg $20,000 $30,000
John F. Ruffle $20,000 $30,000
Kenneth Whipple, Jr. $20,000 $30,000

OFFICERS OF THE TRUST

The Trust's executive officers (listed below), other than the officers who
are employees of the Adviser and/or its affiliates, are provided and compensated
by Funds Distributor, Inc. ("FDI"), a wholly owned indirect subsidiary of Boston
Institutional Group, Inc. The officers conduct and supervise the business
operations of the Trust.

The officers of the Trust, their principal occupations during the past five
years and dates of birth are set forth below. The business address of each of
the officers unless otherwise noted is Funds Distributor, Inc., 60 State Street,
Suite 1300, Boston, Massachusetts 02109.

MARIE E. CONNOLLY; Vice President and Assistant Treasurer. President, Chief
Executive Officer, Chief Compliance Officer and Director of FDI, Premier Mutual
Fund Services, Inc., an affiliate of FDI ("Premier Mutual") and an officer of
certain investment companies distributed or administered by FDI. Prior to July
1994, she was President and Chief Compliance Officer of FDI. Her date of birth
is August 1, 1957.

DOUGLAS C. CONROY; Vice President and Assistant Treasurer. Assistant Vice
President and Assistant Department Manager of Treasury Services and
Administration of FDI and an officer of certain investment companies distributed
or administered by FDI. Prior to April 1997, Mr. Conroy was Supervisor of
Treasury Services and Administration of FDI. From April 1993 to January 1995,
Mr. Conroy was a Senior Fund Accountant for Investors Bank & Trust Company. His
date of birth is March 31, 1969.

KAREN JACOPPO-WOOD; Vice President and Assistant Secretary. Vice President
and Senior Counsel of FDI and an officer of certain investment companies
distributed or administered by FDI. From June 1994 to January 1996, Ms.
Jacoppo-Wood was a Manager of SEC Registration at Scudder, Stevens & Clark, Inc.
Prior to May 1994, Ms. Jacoppo-Wood was a senior paralegal at The Boston Company
Advisors, Inc. ("TBCA"). Her date of birth is December 29, 1966.

B-22
<PAGE>

CHRISTOPHER J. KELLEY; Vice President and Assistant Secretary. Vice
President and Senior Associate General Counsel of FDI and Premier Mutual and an
officer of certain investment companies distributed or administered by FDI. From
April 1994 to July 1996, Mr. Kelley was Assistant Counsel at Forum Financial
Group. Prior to April 1994, Mr. Kelley was employed by Putnam Investments in
legal and compliance capacities. His date of birth is December 24, 1964.

MARY A. NELSON; Vice President and Assistant Treasurer. Vice President and
Manager of Treasury Services and Administration of FDI and Premier Mutual and an
officer of certain investment companies distributed or administered by FDI.
Prior to August 1994, Ms. Nelson was an Assistant Vice President and Client
Manager for The Boston Company, Inc. Her date of birth is April 22, 1964.

MARY JO PACE; Assistant Treasurer. Vice President, Morgan Guaranty Trust
Company of New York. Ms. Pace serves in the Funds Administration group as a
Manager for the Budgeting and Expense Processing Group. Prior to September 1995,
Ms. Pace served as a Fund Administrator for Morgan Guaranty Trust Company of New
York. Her address is 60 Wall Street, New York, New York 10260. Her date of birth
is March 13, 1966.

MICHAEL S. PETRUCELLI; Vice President and Assistant Secretary. Senior Vice
President and Director of Strategic Client Initiatives for FDI since December
1996. From December 1989 through November 1996, Mr. Petrucelli was employed with
GE Investments where he held various financial, business development and
compliance positions. He also served as Treasurer of the GE Funds and as
Director of GE Investment Services. Address: 200 Park Avenue, New York, New
York, 10166. His date of birth is May 18, 1961.

CHRISTINE ROTUNDO; Assistant Treasurer. Vice President, Morgan Guaranty
Trust Company of New York. Ms. Rotundo serves in the Funds Administration group
as a Manager of the Tax Group and is responsible for U.S. mutual fund tax
matters. Prior to September 1995, Ms. Rotundo served as a Senior Tax Manager in
the Investment Company Services Group of Deloitte & Touche LLP. Her address is
60 Wall Street, New York, New York 10260. Her date of birth is September 26,
1965.

JOSEPH F. TOWER III; Vice President and Assistant Treasurer. Senior Vice
President, Treasurer and Chief Financial Officer, Chief Administrative Officer
and Director of FDI. Senior Vice President, Treasurer and Chief Financial
Officer, Chief Administrative Officer and Director of Premier Mutual and an
officer of certain investment companies distributed or administered by FDI.
Prior to November 1993, Mr. Tower was Financial Manager of The Boston Company,
Inc. His date of birth is June 13, 1962.

INVESTMENT ADVISORY AND OTHER SERVICES

INVESTMENT ADVISORY AGREEMENT

The Trust has entered into an Investment Advisory Agreement with Morgan
with respect to each of the Portfolios. Morgan is a wholly-owned subsidiary of
J.P. Morgan & Co. Incorporated ("J.P. Morgan").

The Investment Advisory Agreement provides that Morgan, subject to control
and review by the Board, is responsible for the overall management and
supervision of each Portfolio. Morgan makes each Portfolio's day-to-day
investment decisions to buy, sell or hold any particular security or other
instrument.

B-23
<PAGE>

Morgan and its affiliates provide investment advice to other clients,
including, but not limited to, mutual funds, individuals, pension funds and
other institutional investors. Some of the advisory accounts of Morgan and its
affiliates may have investment objectives and investment programs similar to
those of the Portfolios. Accordingly, occasions may arise when securities that
are held by other advisory accounts, or that are currently being purchased or
sold for other advisory accounts, are also being selected for purchase or sale
for a Portfolio. It is the practice of Morgan and its affiliates to allocate
such purchases or sales insofar as feasible among their several clients in a
manner they deem equitable, to all accounts involved. While in some cases this
procedure may adversely affect the price or number of shares involved in the
Trust's transaction, it is believed that the equitable allocation of purchases
and sales generally contributes to better overall execution of the Trust's
portfolio transactions. It also is the policy of Morgan and its affiliates not
to favor any one account over the other.

As compensation for Morgan's services under the Investment Advisory
Agreement, the Trust has agreed to pay Morgan a monthly fee at the annual rate
set forth below as a percentage of the average daily net assets of the relevant
Portfolio:

J.P. Morgan Treasury Money Market Portfolio................ .20%
J.P. Morgan Bond Portfolio................................. .30%
J.P. Morgan Equity Portfolio............................... .40%
J.P. Morgan Small Company Portfolio........................ .60%
J.P. Morgan International Opportunities Portfolio.......... .60%

The table below sets forth for each Portfolio listed the advisory fees paid
to the Advisor for the fiscal period indicated. See the Trust's financial
statements which are incorporated herein by reference.

J.P. Morgan Treasury Money Market Portfolio: For the fiscal years ended
December 31, 1997 and 1998: $8,198 and $____, respectively.

J.P. Morgan Bond Portfolio: For the fiscal years ended December 31, 1997
and 1998: $19,640 and $____, respectively.

J.P. Morgan Equity Portfolio: For the fiscal years ended December 31, 1997
and 1998: $30,661 and $____, respectively.

J.P. Morgan Small Company Portfolio: For the fiscal years ended December
31, 1997 and 1998: $28,951 and $____, respectively.

J.P. Morgan International Opportunities Portfolio: For the fiscal years
ended December 31, 1997 and 1998: $40,707 and $____, respectively.

The Investment Advisory Agreement was last approved by the Board on
_____________, 1998 and by shareholders on December 12, 1996. Unless earlier
terminated, the Agreement will remain in effect as to the applicable Portfolio
until December 31, 1999 and thereafter from year to year with respect to each
such Portfolio, if approved annually (1) by the Board or by a majority of the
outstanding shares of the Portfolio, and (2) by a majority of members of the
Board who are not interested persons, within the meaning of the 1940 Act, of any
party to such Agreement. The Agreement is not assignable and may be terminated
without penalty, with respect to any Portfolio, by vote of a majority of the
Trust's Trustees or by the requisite vote of the shareholders of that Portfolio
on 60 days' written notice to Morgan, or by Morgan on 90 days' written notice to
the Trust. See "SHARES OF BENEFICIAL INTEREST."

B-24
<PAGE>

ADMINISTRATIVE SERVICES AGREEMENT

The Trust has entered into an Administrative Services Agreement with Morgan
Guaranty Trust Company of New York ("Morgan Guaranty"), an affiliate of Morgan,
effective January 1, 1997. Pursuant to the Administrative Services Agreement,
Morgan Guaranty provides or arranges for the provision of certain financial and
administrative services and oversees fund accounting for the Trust. The services
to be provided by Morgan Guaranty under the Administrative Services Agreement
include, but are not limited to, services related to taxes, financial
statements, calculation of Portfolio performance data, oversight of service
providers, certain regulatory and Board of Trustees matters, and shareholder
services. In addition, Morgan Guaranty is responsible for reimbursing the Trust
for certain usual and customary expenses incurred by the Trust including,
without limitation, transfer, registrar and dividend disbursing costs, custody
fees, legal and accounting expenses, fees of the Trust's co-administrator,
insurance premiums, compensation and expenses of the Trust's Trustees, expenses
of printing and mailing reports, notices and proxies to shareholders,
registration fees under federal securities laws and filing fees under state
securities laws.

From January 3, 1995 (commencement of operations) to December 31, 1996,
Chubb Investment Advisory served as each Portfolio's investment manager and
Morgan Guaranty served as sub-investment adviser. The compensation to Morgan
Guaranty, as sub-investment adviser, was paid directly from the investment
management fees paid by the Trust to Chubb Investment Advisory. For the fiscal
year ended December 31, 1996, all investment management fee rates payable to
Chubb Investment Advisory totaled .40%, .50%, .60%, .80% and .80% of average
daily net assets for J.P. Morgan Treasury Money Market Portfolio, J.P. Morgan
Bond Portfolio, J.P. Morgan Equity Portfolio, J.P. Morgan Small Company
Portfolio and J.P. Morgan International Opportunities Portfolio, respectively.
For the fiscal year ended December 31, 1996, sub-investment advisory fee rates
payable by Chubb Investment Advisory to Morgan Guaranty totaled .20%, .30%,
.40%, .60% and .60% of average daily net assets for J.P. Morgan Treasury Money
Market Portfolio, J.P. Morgan Bond Portfolio, J.P. Morgan Equity Portfolio, J.P.
Morgan Small Company Portfolio and J.P. Morgan International Opportunities
Portfolio, respectively. Because a portion of the Portfolios' fees and expenses
were reimbursed, the ratio of operating expenses to average net assets for the
fiscal year ended December 31, 1996 was .60%, .75%, .90%, 1.15% and 1.20% for
J.P. Morgan Treasury Money Market Portfolio, J.P. Morgan Bond Portfolio, J.P.
Morgan Equity Portfolio, J.P. Morgan Small Company Portfolio and J.P. Morgan
International Opportunities Portfolio, respectively. Had a portion of the
Portfolios' fees and expenses not been reimbursed, the ratio of operating
expenses to average net assets for 1996 would have been 2.02%, 2.18%, 2.13%,
2.69% and 3.18% for J.P. Morgan Treasury Money Market Portfolio, J.P. Morgan
Bond Portfolio, J.P. Morgan Equity Portfolio, J.P. Morgan Small Company
Portfolio and J.P. Morgan International Opportunities Portfolio, respectively.

For providing its services under the Administrative Services Agreement,
Morgan Guaranty receives monthly compensation from the Trust at annual rates
computed as described under "MANAGEMENT OF THE TRUST AND PORTFOLIOS" in the
Prospectus. [However, the Administrative Services Agreement also provides that
until December 31, 1998, the aggregate fees, expressed in dollars, paid by a
Portfolio under the Administrative Services Agreement and the Investment
Advisory Agreement will not exceed the expenses (excluding extraordinary
expenses) that would be payable by such Portfolio assuming (i) the prior
management agreement remained in effect in accordance with its terms, (ii) the
asset levels were the same, (iii) no effect was given to the voluntary expense

B-25
<PAGE>

reimbursement arrangements or other limitation on expenses under such prior
agreement and (iv) the expenses the Portfolio would have been charged were
adjusted to reflect differences in services provided under the prior management
agreement, on the one hand, and the Administrative Services Agreement and
Investment Advisory Agreement, on the other.]

For the fiscal years ended December 31, 1997 and 1998, Morgan Guaranty
reimbursed the Portfolios for expenses under this agreement as follows:

J.P. Morgan Treasury Money Market Portfolio: $30,545 and $____,
respectively.

J.P. Morgan Bond Portfolio: $76,095 and $____, respectively.

J.P. Morgan Equity Portfolio: $107,757 and $____, respectively.

J.P. Morgan Small Company Portfolio: $128,287 and $____, respectively.

J.P. Morgan International Opportunities Portfolio: $206,693 and $____,
respectively.

The Administrative Services Agreement may be amended only by mutual written
consent; provided, however, that until December 31, 1998, no amendment shall be
made to (a) increase the fees payable by the Trust, on behalf of a Portfolio, to
Morgan Guaranty or (b) change the types of services to be rendered or expenses
to be borne under the Agreement by Morgan Guaranty without the vote of a
majority (as defined in the 1940 Act) of the outstanding voting securities of
the relevant Portfolio(s). See "SHARES OF BENEFICIAL INTEREST" in this Statement
of Additional Information.

The Administrative Services Agreement was last approved by the Board on
___________, 1998. The Agreement may be terminated as to any Portfolio at any
time, without the payment of any penalty, by the Board or, after December 31,
1998, by Morgan Guaranty on not more than 60 days' nor less than 30 days'
written notice to the other party.

PRIOR MANAGEMENT ARRANGEMENTS

Prior to January 1, 1997, Chubb Investment Advisory Corporation ("Chubb
Investment Advisory") provided investment advisory and management services to
the Trust pursuant to separate management agreements with each Portfolio. Chubb
Investment Advisory engaged Morgan Guaranty to provide sub-investment advisory
services to the Portfolios pursuant to separate Sub-Investment Advisory
Agreements with each Portfolio. The fees payable to Morgan Guaranty for its
sub-advisory services were paid by Chubb Investment Advisory.

For the period January 1, 1996 through December 31, 1996, management fees
amounted to $5,312, $10,394, $31,027, $28,464 and $42,034 for J.P. Morgan
Treasury Money Market Portfolio, J.P. Morgan Bond Portfolio, J.P. Morgan Equity
Portfolio, J.P. Morgan Small Company Portfolio and J.P. Morgan International
Opportunities Portfolio, respectively.

For the period January 1, 1996 through December 31, 1996, sub-advisory fees
amounted to $2,656, $6,237, $20,685, $21,347 and $31,526 for J.P. Morgan
Treasury Money Market Portfolio, J.P. Morgan Bond Portfolio, J.P. Morgan Equity
Portfolio, J.P. Morgan Small Company Portfolio and J.P. Morgan International
Opportunities Portfolio, respectively.

B-26
<PAGE>

INDEPENDENT ACCOUNTANTS

The independent accountants of the Trust are PricewaterhouseCoopers
LLP, 1177 Avenue of the Americas, New York, New York 10036. Pricewaterhouse-
Coopers LLP conducts an annual audit of the financial statements of each of the
Portfolios. Prior to fiscal year 1997, Ernst & Young LLP had served as the
independent accountants of the Trust.

DISTRIBUTOR

Funds Distributor, Inc. ("FDI") serves as the Trust's Distributor and holds
itself available to receive purchase orders for each of the Portfolio's shares.
In that capacity, FDI has been granted the right, as agent of the Trust, to
solicit and accept orders for the purchase of each of the Portfolio's shares in
accordance with the terms of the Distribution Agreement between the Trust and
FDI. Under the terms of the Distribution Agreement between FDI and the Trust,
FDI receives no compensation in its capacity as the Trust's distributor.

The Distribution Agreement shall continue in effect with respect to each of
the Portfolios 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
Trust'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 (i) 67% or more
of the Trust's shares or the Portfolios' outstanding voting securities present
at a meeting, if the holders of more than 50% of the Trust's outstanding shares
or the Portfolios' outstanding voting securities are present or represented by
proxy, or (ii) more than 50% of the Trust's outstanding shares or the
Portfolios' outstanding voting securities, whichever is less and in any case
without payment of any penalty on 60 days' written notice to the other party.
The principal offices of FDI are located at 60 State Street, Suite 1300, Boston,
Massachusetts 02109.

CO-ADMINISTRATOR

Under the Co-Administration Agreement with the Trust dated January 1, 1997,
FDI also serves as the Trust's Co-Administrator. The Co-Administration Agreement
may be renewed or amended by the Trustees without a shareholder vote. The
Co-Administration Agreement is terminable at any time without penalty by a vote
of a majority of the Trustees of the Trust on not more than 60 days' written
notice nor less than 30 days' written notice to the other party. The
Co-Administrator may subcontract for the performance of its obligations,
provided, however, that unless the Trust expressly agrees in writing, the
Co-Administrator shall be fully responsible for the acts and omissions of any
subcontractor as it would for its own acts or omissions.

For its services under the Co-Administration Agreement, each Portfolio has
agreed to pay FDI fees equal to its allocable share of an annual complex- wide
charge of $425,000 plus FDI's out-of-pocket expenses. The amount allocable to

B-27
<PAGE>

each Portfolio is based on the ratio of its net assets to the aggregate net
assets of the Trust and certain other registered investment companies subject to
similar agreements with FDI. Under the terms of the Administrative Services
Agreement with Morgan Guaranty, Morgan Guaranty is responsible for the payment
of the fees and expenses of FDI as Co- Administrator.

CUSTODIAN

State Street Bank and Trust Company ("State Street"), 225 Franklin Street,
Boston, Massachusetts 02110, serves as the Trust's Custodian and Transfer and
Dividend Disbursing Agent. Pursuant to the Custodian Contract with the Trust,
State Street is responsible for maintaining the books and records of portfolio
transactions and holding portfolio securities and cash. State Street also keeps
the books of account for the Trust.

The Trust has also appointed, with the approval of the Board,
sub-custodians, qualified under Rule 17f-5 of the 1940 Act, with respect to
certain foreign securities. Securities owned by the Trust subject to repurchase
agreements may be held in the custody of other U.S. banks.

PAYMENT OF EXPENSES

Morgan Guaranty is obligated to assume the cost of certain administrative
expenses for the Trust, as described herein and in the Prospectus under the
heading "MANAGEMENT OF THE TRUST AND PORTFOLIOS." The Trust is responsible for
Morgan's fees as investment adviser pursuant to the Investment Advisory
Agreement and for Morgan Guaranty's services pursuant to the Administrative
Services Agreement. In addition, the Trust pays all extraordinary expenses not
incurred in the ordinary course of the Trust's business including, but not
limited to, litigation and indemnification expenses; interest charges; material
increases in Trust expenses due to occurrences such as significant increases in
the fee schedules of the Custodian or the Transfer Agent or a significant
decrease in the Trust's asset level due to changes in tax or other laws or
regulations; or other such extraordinary occurrences outside of the ordinary
course of the Trust's business. See "OFFERING AND REDEMPTION OF SHARES" below.

PORTFOLIO TRANSACTIONS AND BROKERAGE ALLOCATIONS

Under the Investment Advisory Agreement, Morgan has ultimate authority to
select broker-dealers through which securities are to be purchased and sold,
subject to the general control of the Board.

Money market instruments usually will be purchased on a principal basis
directly from issuers, underwriters or dealers. Accordingly, minimal brokerage
charges are expected to be paid on such transactions. Purchases from an
underwriter generally include a commission or concession paid by the issuer, and
transactions with a dealer usually include the dealer's mark-up.

Insofar as known to management, no trustee, director or officer of the
Trust, Morgan or any person affiliated with any of them has any material direct
or indirect interest in any broker-dealer employed by or on behalf of the Trust.

In connection with portfolio transactions, the overriding objective is to
obtain the best execution of purchase and sales orders.

In selecting a broker, the Advisor 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

B-28
<PAGE>

commission in excess of that which another broker might have charged for
effecting the same transaction if, after considering the foregoing factors, the
Advisor decides that the broker chosen will provide the best execution. The
Advisor monitors 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 receive reports from the Advisor and
published data concerning transaction costs incurred by institutional investors
generally. Research services provided by brokers to which the Advisor 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.

For the years ended December 31, 1996, 1997 and 1998, the Trust paid in the
aggregate $22,032, $53,473 and $____________, respectively, as brokerage
commissions. No commissions were allocated for research.

Subject to the overriding objective of obtaining the best execution of
orders, the Advisor may allocate a portion of a Portfolio's brokerage
transactions to affiliates of the Advisor. In order for affiliates of the
Advisor 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 "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 Co-Administrator, the Distributor or the Advisor or any other
"affiliated person" (as defined in the 1940 Act) of the Co-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 the Advisor 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, the Advisor 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 the Advisor in the manner it considers to be most equitable and
consistent with its fiduciary obligations to a Portfolio. In some instances,
this procedure might adversely affect a Portfolio.

B-29
<PAGE>

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.

SHARES OF BENEFICIAL INTEREST

The Trust consists of an unlimited number of outstanding shares of
beneficial interest which are divided into five series: J.P. Morgan Treasury
Money Market Portfolio, J.P. Morgan Bond Portfolio, J.P. Morgan Equity
Portfolio, J.P. Morgan Small Company Portfolio and J.P. Morgan International
Opportunities Portfolio. The Trust has the right to issue additional shares
without the consent of shareholders, and may allocate its additional shares to
new series or to one or more of the five existing series.

The assets received by the Trust for the issuance or sale of shares of each
Portfolio and all income, earnings, profits and proceeds thereof are
specifically allocated to each Portfolio. They constitute the underlying assets
of each Portfolio, are required to be segregated on the books of accounts and
are to be charged with the expenses of such Portfolio. Any assets which are not
clearly allocable to a particular Portfolio or Portfolios are allocated in a
manner determined by the Board. Accrued liabilities which are not clearly
allocable to one or more Portfolios would generally be allocated among the
Portfolios in proportion to their relative net assets before adjustment for such
unallocated liabilities. Each issued and outstanding share in a Portfolio is
entitled to participate equally in dividends and distributions declared with
respect to such Portfolio and in the net assets of such Portfolio upon
liquidation or dissolution remaining after satisfaction of outstanding
liabilities.

The shares of each Portfolio are fully paid and non-assessable, will have
no preference, preemptive, conversion, exchange or similar rights, and will be
freely transferable. Shares do not have cumulative voting rights.

As of _______, 1999, the following owned of record or, to the knowledge of
management, beneficially owned more than 5% of the outstanding shares of:

J.P. MORGAN TREASURY MONEY MARKET PORTFOLIO: [Chubb Separate Account C
(100%)]

J.P. MORGAN BOND PORTFOLIO: [Integrity Life Insurance Company (37.20%); Chubb
Separate Account C (35.36%); National Integrity Life Insurance Company
(12.23%); Integrity Life Insurance Company (8.99%)]

J.P. MORGAN EQUITY PORTFOLIO: [Chubb Separate Account C (95.94%)]

J.P. MORGAN SMALL COMPANY PORTFOLIO: [Chubb Separate Account C (91.13%)]

B-30
<PAGE>

J.P. MORGAN INTERNATIONAL OPPORTUNITIES PORTFOLIO: [Chubb Separate Account C
(87.78%); Integrity Life Insurance Company (10.48%)]

Chubb Life's ownership of more than 25% of the shares of each of the
Trust's Portfolios may result in Chubb Life being deemed to be a controlling
entity of each Portfolio.

In accordance with current law, the Trust anticipates that Portfolio shares
held in a separate account which are attributable to Policies will be voted by
the Participating Insurance Company in accordance with instructions received
from the owners of Policies. The Trust also anticipates that the shares held by
the Participating Insurance Company, including shares for which no voting
instructions have been received, shares held in the separate account
representing charges imposed by the Participating Insurance Company against the
separate account and shares held by the Participating Insurance Company that are
not otherwise attributable to Policies, also will be voted by the Participating
Insurance Company in proportion to instructions received from the owners of
Policies. For further information on voting rights, Policy owners should consult
the applicable prospectus of the separate account of the Participating Insurance
Company. Under current law, Eligible Plans are not required to provide Plan
participants with the right to give voting instructions. For information on
voting rights, Plan participants should consult their Plan's administrator or
trustee.

The officers and Trustees cannot directly own shares of the Trust without
purchasing a Policy or investing as a participant in an Eligible Plan. As of
_______, 1999, the amount of shares owned by the officers and Trustees as a
group was less than 1% of each Portfolio.

OFFERING AND REDEMPTION OF SHARES

The Trust offers shares of each Portfolio only for purchase by separate
accounts established by Participating Insurance Companies or by Eligible Plans.
It thus will serve as an investment medium for the Policies offered by
Participating Insurance Companies and for participants in Eligible Plans. The
offering is without a sales charge and is made at each Portfolio's net asset
value per share, which is determined in the manner set forth below under
"DETERMINATION OF NET ASSET VALUE."

The Trust redeems all full and fractional shares of the Trust at the net
asset value per share applicable to each Portfolio. See "DETERMINATION OF NET
ASSET VALUE" below.

Redemptions ordinarily are made in cash, but the Trust has authority, at
its discretion, to make full or partial payment by assignment to the separate
account of Portfolio securities at their value used in determining the
redemption price. The Trust, nevertheless, pursuant to Rule 18f-1 under the 1940
Act, has filed a notification of election on Form N-18f-1, by which the Trust
has committed itself to pay to the separate account in cash, all such separate
account's requests for redemption made during any 90-day period, up to the
lesser of $250,000 or 1% of the applicable Portfolio's net asset value at the
beginning of such period. The securities, if any, to be paid in-kind to the
separate account will be selected in such manner as the Board deems fair and
equitable. In such cases, the separate account or Eligible Plan might incur
brokerage costs should it wish to liquidate these portfolio securities.

The right to redeem shares or to receive payment with respect to any

B-31
<PAGE>

redemption of shares of any Portfolio may only be suspended (1) for any period
during which trading on the New York Stock Exchange is restricted or such
Exchange is closed, other than customary weekend and holiday closings, (2) for
any period during which an emergency exists as a result of which disposal of
securities or determination of the net asset value of that Portfolio is not
reasonably practicable, or (3) for such other periods as the SEC may by order
permit for the protection of shareholders of the Portfolio.

DETERMINATION OF NET ASSET VALUE

Each of the Portfolios computes its net asset value every business day as
of the close of trading on the New York Stock Exchange (normally 4:00 p.m.
eastern time). The net asset value will not be computed on the day the following
legal holidays observed: New Year's Day, Martin Luther King, Jr. Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day, and Christmas Day. The Portfolios may also close for purchases
and redemptions at such other times as may be determined by the Board of
Trustees to the extent permitted by applicable law. The days on which net asset
value is determined are the Portfolios' business days.

The net asset value per share of each Portfolio is computed by dividing the
sum of the value of the securities held by that Portfolio, plus any cash or
other assets and minus all liabilities by the total number of outstanding shares
of the Portfolio at such time. Any expenses borne by the Trust, including the
investment advisory fee payable to the Adviser, are accrued daily except for
extraordinary or non-recurring expenses. See "INVESTMENT ADVISORY AND OTHER
SERVICES" above.

The value of investments listed on a domestic securities exchange, is based
on the last sale prices on such exchange. In the absence of recorded sales,
investments are valued 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 prices on such exchange. Unlisted securities are valued at
the average of the quoted bid and asked prices in the OTC 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 currency exchange rate on the valuation date.

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 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 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 OTC markets is normally
completed before the close of trading of the New York Stock Exchange (normally
4:00 p.m.) 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

B-32
<PAGE>

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 Trustees.

TAXES

In order for each Portfolio of the Trust to qualify for federal income tax
treatment as a regulated investment company, at least 90% of its gross income
for a taxable year must be derived from qualifying income, i.e., dividends,
interest, income derived from loans of securities, and gains from the sale of
securities. It is the Trust's policy to comply with the provisions of the
Internal Revenue Code of 1986, as amended (the "Code"), regarding distribution
of investment income and capital gains so that each Portfolio will not be
subject to federal income tax on amounts distributed and undistributed or an
excise tax on certain undistributed income or capital gains. For these purposes,
if a regulated investment company declares a dividend in December to
shareholders of record in December and pays such dividends before the end of
January they will be treated as paid in the preceding calendar year and to have
been received by such shareholder in December.

Dividends from ordinary income will be declared and distributed with
respect to each Portfolio at least once each year. Ordinary income of each
Portfolio is the investment company taxable income as defined in Section 852(b)
of the Code determined partly (1) by excluding the amount of net capital gain,
if any, and (2) with allowance of the deduction for dividends paid. All
dividends and distributions will be automatically reinvested in additional
shares of the Portfolio with respect to which dividends have been declared, at
net asset value, as of the ex-dividend date of such dividends.

Federal Tax Matters. A Policy owner's interest in earnings on assets held
in a separate account and invested in the Trust are not includable in the Policy
owner's gross income, assuming the Policies presently qualify as life insurance
contracts for federal income tax purposes.

The Trust intends that each Portfolio comply with Section 817(h) of the
Code and the regulations thereunder. Pursuant to that Section, the only
shareholders of the Trust and its Portfolios will be separate accounts funding
variable annuities and variable life insurance policies established by one or
more insurance companies and, pursuant to Treasury Regulation ss1.817-
5(f)(3)(iii), qualified pension and retirement plans.

The Internal Revenue Service defines the term "qualified pension or
retirement plan" for the purposes of such Regulation ss1.817-5(f)(3)(iii). It
provides in pertinent part, as follows:

1. A plan described in Section 401(a) that includes a trust exempt from
tax under Section 501(a);

2. An annuity plan described in Section 403(a);

3. An annuity contract described in Section 403(b), including a custodial
account described in Section 403(b)(7);

4. An individual retirement account described in Section 408(a);

5. An individual retirement annuity described in Section 408(b);

6. A governmental plan within the meaning of Section 414(d) or an

B-33
<PAGE>

eligible deferred compensation plan within the meaning of Section
457(b);

7. A simplified employee pension of an employer that satisfies the
requirements of Section 408(k);

8. A plan described in Section 501(c)(18); and

9. Any other trust, plan, account, contract or annuity that the Internal
Revenue Service has determined in a letter ruling to be within the
scope of such Regulation.

In addition, Section 817(h) of the Code and the regulations thereunder
impose diversification requirements on the separate accounts and on the
Portfolios. These diversification requirements are in addition to the
diversification requirements applicable to the Portfolios under Subchapter M and
the 1940 Act, and may affect the composition of a Portfolio's investments. Since
the shares of the Trust are currently sold to segregated asset accounts
underlying such Policies, the Trust intends to comply with the diversification
requirements as set forth in the regulations. Failure to meet the requirements
of Section 817(h) could result in taxation to the Participating Insurance
Companies and the immediate taxation of the owners of the Policies funded by the
Trust. The Secretary of the Treasury may in the future issue additional
regulations or revenue rulings that will prescribe the circumstances in which a
policyowner's control of the investments of a separate account may cause the
policyowner, rather than the insurance company, to be treated as the owner of
assets of the separate account. Failure to comply with Section 817(h) of the
Code or any regulation thereunder, or with any regulations or revenue rulings on
policyowner control, if promulgated, would cause earnings regarding a
policyowner's interest in the separate account to be includable in the
policyowner's gross income in the year earned.

Dividends paid by the Trust to Eligible Plans ordinarily will not be
subject to taxation until the proceeds are distributed from the Plan. The Trust
will not report dividends paid to Plans to the Internal Revenue Service ("IRS").
Generally, distributions from Eligible Plans, except those representing returns
of non-deductible contributions thereto, will be taxable as ordinary income and,
if made prior to the time the participant reaches age 59 1/2, generally will be
subject to an additional tax equal to 10% of the taxable portion of the
distribution. If the distribution from an Eligible Plan for any taxable year
following the later of the year in which the participant reaches age 70 1/2 or
the year in which the participant retires is less than the "minimum required
distribution" for that taxable year, an excise tax equal to 50% of the
deficiency may be imposed by the IRS. The administrator, trustee or custodian of
such a Plan will be responsible for reporting distributions from the Plan to the
IRS. Participants in Eligible Plans will receive a disclosure statement
describing the consequences of a distribution from the Plan from the
administrator, trustee or custodian of the Plan prior to receiving the
distribution. Moreover, certain contributions to an Eligible Plan in excess of
the amounts permitted by law may be subject to an excise tax.

PERFORMANCE AND YIELD INFORMATION

MONEY MARKET PORTFOLIO

J.P. Morgan Treasury Money Market Portfolio's yield is its investment
income, less expenses, expressed as a percentage of assets on an annualized
basis for a seven-day period. The yield does not reflect the fees and charges

B-34
<PAGE>

imposed on the assets of separate account.

The simple annualized yield is computed by determining the net change
(exclusive of realized gains and losses from the sale of securities and
unrealized appreciation and depreciation) in the value of a hypothetical
pre-existing account having a balance of one share at the beginning of the
seven-day period, dividing the net change in account value by the value of the
account at the beginning of the period, and annualizing the resulting quotient
(base period return) on a 365-day basis. The net change in account value
reflects the value of additional shares purchased with dividends from the
original shares in the account during the seven-day period, dividends declared
on such additional shares during the period, and expenses accrued during the
period.

The compounded effective yield is computed by determining the unannualized
base period return, adding one to the base period return, raising the sum to a
power equal to 365 divided by seven and subtracting one from the result.

NON-MONEY MARKET PORTFOLIOS

This yield figure represents the net annualized yield based on a specified
30-day (or one month) period assuming semi-annual reinvestment and compounding
of income. Yield is calculated by dividing the average daily net investment
income per share earned during the specified period by the maximum offering
price, which is net asset value per share, on the last day of the period, and
annualizing the result according to the following formula:

Yield = 2 [(A-B + 1)6 - 1]
CD

where A equals dividends and interest earned during the period, B equals
expenses accrued for the period (net of waiver and reimbursements), C equals the
average daily number of shares outstanding during the period that were entitled
to receive dividends, and D equals the maximum offering price per share on the
last day of the period.

The average annual total return figures represent the average annual
compounded rate of return for the stated period. Average annual total return
quotations reflect the percentage change between the beginning value of a static
account in the Portfolio and the ending value of that account measured by the
then current net asset value of that Portfolio assuming that all dividends and
capital gains distributions during the stated period were reinvested in shares
of the Portfolio when paid. Total return is calculated by finding the average
annual compounded rates of return of a hypothetical investment that would
compare the initial amount to the ending redeemable value of such investment
according to the following formula:

P (1 + T)n = ERV

where T equals average annual total return, where ERV, the ending redeemable
value, is the value, at the end of the applicable period, of a hypothetical
$10,000 payment made at the beginning of the applicable period, where P equals a
hypothetical initial payment of $10,000, and where N equals the number of years.

From time to time, in reports and sales literature: (1) each Portfolio's
performance or P/E ratio may be compared to, as applicable: (i) the S&P 500
Index and Dow Jones Industrial Average so that, as applicable, an investor may
compare that Portfolio's results with those of a group of unmanaged securities
widely regarded by investors as representative of the U.S. stock market in
general; (ii) other groups of mutual funds tracked by: (A) Lipper Analytical

B-35
<PAGE>

Services, a widely-used independent research firm which ranks mutual funds by
overall performance, investment objectives, and asset size; (B) Forbes
Magazine's Annual Mutual Funds Survey and Mutual Fund Honor Roll; or (C) other
financial or business publications, such as the Wall Street Journal, Business
Week, Money Magazine, and Barron's, which provide similar information; (iii)
indexes of stocks comparable to those in which the particular Portfolio invests;
(2) the Consumer Price Index; (3) other U.S. government statistics such as GNP,
and net import and export figures derived from governmental publications, e.g.,
The Survey of Current Business, may be used to illustrate investment attributes
of each Portfolio or the general economic, business, investment, or financial
environment in which each Portfolio operates; and (4) the effect of tax-deferred
compounding on the particular Portfolio's investment returns, or on returns in
general, may be illustrated by graphs, charts, etc. where such graphs or charts
would compare, at various points in time, the return from an investment in the
particular Portfolio (or returns in general) on a tax-deferred basis (assuming
reinvestment of capital gains and dividends and assuming one or more tax rates)
with the return on a taxable basis. Each Portfolio's performance may also be
compared to the performance of other mutual funds by Morningstar, Inc. which
ranks mutual funds on the basis of historical risk and total return. Morningstar
rankings are calculated using the mutual fund's performance relative to
three-month Treasury bill monthly returns. Morningstar's rankings range from
five stars (highest) to one star (lowest) and represent Morningstar's assessment
of the historical risk level and total return of a mutual fund as a weighted
average for 1, 3, 5, and 10-year periods. In each category, Morningstar limits
its five star rankings to 10% of the funds it follows and its four star rankings
to 22.5% of the funds it follows. Rankings are not absolute or necessarily
predictive of future performance.

The performance of the Portfolios may be compared, for example, to the
record of the Salomon Investment Grade Bond Index, IBC U.S. Treasury and Repo
Money Fund Average, S&P 500 Index, the Russell 2000(r), the Morgan Stanley
Capital International Europe, Australasia, Far East (EAFE) Index, the Morgan
Stanley Capital International (MSCI) All Country World ex-U.S. Index. The S&P
500 Index is a well known measure of the price performance of 500 leading larger
domestic stocks which represent approximately 80% of the market capitalization
of the U.S. Equity market. The Russell 2000(r) Small Stock Index is designed to
be a comprehensive representation of the U.S. small cap equity market. It is
composed of 2,000 issues of smaller domestic stocks which represent nearly 7% of
U.S. market capitalization. In general, the securities comprising the Russell
2000(r) are more growth oriented and have a somewhat higher volatility than
those in the S&P 500 Index. The EAFE Index is an unmanaged index used to track
the average performance of over 900 securities listed on the stock exchanges of
countries in Europe Australasia and the Far East. The MSCI All Country World
ex-U.S. Index which is an unmanaged index that measures developed and emerging
foreign stock market performance is the new benchmark for the J.P. Morgan
International Opportunities Portfolio.

The total returns of all of these indices will show the changes in prices
for the stocks in each index. All indices include the reinvestment of all
capital gains distributions and dividends paid by the stocks in each data base.
Tax consequences will not be included in such illustration, nor will brokerage
or other fees or expenses of investing be reflected in the NASDAQ Composite, S&P
500, EAFE Index and Russell 2000(r).

Below is set forth historical return information for each of the Portfolios
for the period ended December 31, 1998:

J.P. MORGAN TREASURY MONEY MARKET PORTFOLIO: Average annual total return, 1
year: _____%; average annual total return, 5 years: N/A; average annual total

B-36
<PAGE>

return, commencement of operations to period end: _____%; aggregate total
return, 1 year: _____%; aggregate total return, 5 years: N/A; aggregate total
return, commencement of operations to period end: _____%.

J.P. MORGAN BOND PORTFOLIO: Average annual total return, 1 year: _____%;
average annual total return, 5 years: N/A; average annual total return,
commencement of operations to period end: _____%; aggregate total return, 1
year: _____%; aggregate total return, 5 years: N/A; aggregate total return,
commencement of operations to period end: _____%.

J.P. MORGAN EQUITY PORTFOLIO: Average annual total return, 1 year: _____%;
average annual total return, 5 years: N/A; average annual total return,
commencement of operations to period end: _____%; aggregate total return, 1
year: _____%; aggregate total return, 5 years: N/A; aggregate total return,
commencement of operations to period end: _____%.

J.P. MORGAN SMALL COMPANY PORTFOLIO: Average annual total return, 1 year:
_____%; average annual total return, 5 years: N/A; average annual total return,
commencement of operations to period end: _____%; aggregate total return, 1
year: _____%; aggregate total return, 5 years: N/A; aggregate total return,
commencement of operations to period end: _____%.

J.P. MORGAN INTERNATIONAL OPPORTUNITIES PORTFOLIO: Average annual total
return, 1 year: _____%; average annual total return, 5 years: N/A; average
annual total return, commencement of operations to period end: _____%; aggregate
total return, 1 year: _____%; aggregate total return, 5 years: N/A; aggregate
total return, commencement of operations to period end: _____%.

DELAWARE BUSINESS TRUST

The Trust is a business organization of the type commonly known as a
"Delaware Business Trust" of which each Portfolio is a series. The Trust has
filed a certificate of trust with the office of the Secretary of State of
Delaware. Except to the extent otherwise provided in the governing instrument of
the business trust, the beneficial owners shall be entitled to the same
limitation of personal liability extended to stockholders of private
corporations for profit organized under the general corporation law of the State
of Delaware.

The Trust provides for the establishment of designated series of beneficial
interests (the Portfolios) having separate rights, powers or duties with respect
to specified property or obligations of the Trust or profits and losses
associated with specified property or obligations, and, to the extent provided
in the Declaration of Trust, any such series may have a separate business
purpose or investment objective.

As a Delaware Business Trust, the Trust is not required to hold regular
annual shareholder meetings and, in the normal course, does not expect to hold
such meetings. The Trust is, however, required to hold shareholder meetings for
such purposes as, for example: (i) approving certain agreements as required by
the 1940 Act; (ii) changing fundamental investment objectives and restrictions
of the Portfolios; and (iii) filling vacancies on the Board in the event that
less than a majority of the Trustees were elected by shareholders. The Trust
expects that there will be no meetings of shareholders for the purpose of
electing trustees unless and until such time as less than a majority of the
trustees holding office have been elected by shareholders. At such time, the
trustees then in office will call a shareholder meeting for the election of
trustees. In addition, holders of record of not less than two-thirds of the

B-37
<PAGE>

outstanding shares of the Trust may remove a Trustee from office by a vote cast
in person or by proxy at a shareholder meeting called for that purpose at the
request of holders of 10% or more of the outstanding shares of the Trust. The
Trust has the obligation to assist in any such shareholder communications.
Except as set forth above, Trustees will continue in office and may appoint
successor Trustees.

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.

FINANCIAL STATEMENTS

The financial statements and the reports thereon of PricewaterhouseCoopers
LLP are incorporated herein by reference to their respective annual report
filings made with the SEC pursuant to Section 30(b) of the 1940 Act and Rule
30b2-1 thereunder. The financial reports are available without charge upon
request by calling J.P. Morgan Funds Services at (800) 221-7930.

ADDITIONAL INFORMATION

The Annual Report containing financial statements of the Trust will be sent
to all Trust shareholders.

APPENDIX A

DESCRIPTION OF SECURITY RATINGS

STANDARD & POOR'S

Corporate and Municipal Bonds

AAA Debt rated AAA have 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 have a very strong capacity to pay interest and repay
principal and differ from the highest rated issues only in a small
degree.

A Debt rated A have a strong capacity to pay interest and repay principal
although they are somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than debts in higher
rated categories.

BBB Debt rated BBB are regarded as having an adequate capacity to pay
interest and repay principal. Whereas they normally exhibit 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 debts in this category than for debts
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

B-38
<PAGE>

uncertainties or exposure to adverse business, financial or economic
conditions which could lead to inadequate capacity to meet timely
interest and principal payments.

B Debt rated B is regarded as having a greater vulnerability to default
but presently as having the capacity to meet interest payments and
principal repayments. Adverse business, financial or economic
conditions would likely impair capacity or willingness to pay interest
and repay principal.

CCC Debt rated CCC is regarded as having a current identifiable
vulnerability to default, and is dependent upon favorable business,
financial and economic conditions to meet timely payments of principal.
In the event of adverse business, financial or economic conditions, it
is not likely to have the capacity to pay interest and repay principal.

CC The rating CC is typically applied to debt subordinated to senior debt
which is assigned an actual or implied CCC rating.

C The rating C is typically applied to debt subordinated to senior debt
which is assigned an actual or implied CCC- debt rating.

D Bonds rated D are in default, and payment of interest and/or repayment
of principal is in arrears.

Plus (+) or minus (-): The ratings from AA to CCC may be modified by the
addition of a plus or minus sign to show relative standing within the major
ratings categories.

Commercial Paper

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

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.

MOODY'S

Corporate and Municipal Bonds

Aaa Bonds which are rated Aaa are judged to be 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

B-39
<PAGE>

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.

B Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time
may be small.

Caa Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to
principal or interest.

Ca Bonds which are rated Ca present obligations which are speculative in a
high degree. Such issues are often in default or have other marked
shortcomings.

C Bonds which are rated C are the lowest rated class of bonds, and issues
so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing.

Moody's applies the numerical modifiers 1, 2 and 3 to show relative
standing within the major rating categories, except in the Aaa category and in
categories below B. The modifier 1 indicates a ranking for the security in the
higher end of a rating category; the modifier 2 indicates a mid-range ranking;
and the modifier 3 indicates a ranking in the lower end of a rating category.

Commercial Paper

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

B-40
<PAGE>

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.

<PAGE>

PART C

OTHER INFORMATION

Item 23. Exhibits

(a)(1) Agreement and Declaration of Trust(1)

(a)(2) Amendment to Agreement and Declaration of Trust(3)

(d) Investment Advisory Agreement between JPM Series Trust II
and J.P. Morgan Investment Management Inc. ("Morgan")(2)

(e) Distribution Agreement between JPM Series Trust II and Funds
Distributor, Inc. ("FDI")(2)

(g) Custodian Contract between JPM Series Trust II and State
Street Bank and Trust Company ("State Street")(2)

(h)(1) Transfer Agency and Service Agreement between JPM Series
Trust II and State Street(2)

(h)(2) Administrative Services Agreement between JPM Series Trust
II and Morgan Guaranty Trust Company of New York(2)

(h)(3) Co-Administration Agreement between JPM Series Trust II
and FDI(2)

(h)(4) Form of Fund Participation Agreement(2)

(j) Consent of independent public accountants(4)

(l) Share Subscription Agreement between The Chubb Series Trust
and Chubb Life Insurance Company of America(1)

(n)(1) Financial Data Schedule for J.P. Morgan Treasury Money
Market Portfolio(4)

(n)(2) Financial Data Schedule for J.P. Morgan Bond Portfolio(4)

(n)(3) Financial Data Schedule for J.P. Morgan Equity Portfolio(4)

(n)(4) Financial Data Schedule for J.P. Morgan Small Company
Portfolio. Portfolio(4)

(n)(5) Financial Data Schedule for J.P. Morgan International
Opportunities Portfolio(4)

Other Exhibits
- -----------------
(a) Powers of attorney(3)

<PAGE>

- -------------------------------
(1) Incorporated by reference to exhibit of same designation filed with the
Registration Statement on Form N-1A for the Registrant on December 10, 1993.

(2) Incorporated by reference to exhibit of same designation filed with the
Registration Statement on Form N-1A for the Registrant on April 30, 1997.

(3) Incorporated by reference to exhibit of same designation filed with the
Registration Statement on Form N-1A for the Registrant on April 17, 1998.

(4) To be filed by amendment.

Item 24. Persons Controlled by or under Common Control with Registrant

Initially, shares of the Registrant were offered and sold only to
Chubb Life Insurance Company of America ("Chubb Life"), a stock life insurance
company organized under the laws of New Hampshire. The purchasers of variable
life insurance contracts issued in connection with separate accounts established
by Chubb Life or its affiliated insurance companies have the right to instruct
Chubb Life or its affiliated insurance companies with respect to the voting of
the Registrant's shares held by such separate accounts on behalf of
policyowners. The shares held by Chubb Life or its affiliated insurance
companies, including shares for which no voting instructions have been received,
shares held in the separate account representing charges imposed by Chubb Life
or its affiliated insurance companies against the separate accounts and shares
held by Chubb Life or its affiliated insurance companies that are not otherwise
attributable to Policies, also will be voted by Chubb Life or its affiliated
insurance companies in proportion to instructions received from owners of
Policies. Chubb Life or its affiliated insurance companies reserves the right to
vote any or all such shares at its discretion to the extent consistent with the
then current interpretations of the Investment Company Act of 1940 and rules
thereunder. Subject to such voting instruction rights, Chubb Life or its
affiliated insurance companies currently directly control the Registrant.

Subsequently, shares of the Registrant were offered and sold to other
separate accounts formed by Chubb Life, its successors or assigns, and by other
insurance companies which, along with Chubb Life, are subsidiaries of The Chubb
Corporation, a New Jersey corporation, or subsidiaries of such subsidiaries.
Shares of the Registrant are currently also offered and sold to Separate
Accounts formed by other insurance companies which are not affiliated with Chubb
Life and The Chubb Corporation.

Item 25. Indemnification

Reference is made to the Registrant's By-Laws (Article VI) previously
filed as Exhibit 2 to the Registrant's Registration Statement filed with the
Securities and Exchange Commission.

The Trustees and officers of the Registrant and the personnel of the
Registrant's co-administrator are insured under an errors and omissions
liability insurance policy. The Registrant and its officers are also insured
under the fidelity bond required by Rule 17g-1 under the Investment Company Act
of 1940, as amended.

Item 26. Business and Other Connections of Investment Adviser

Morgan, a registered investment adviser, is a wholly-owned subsidiary
of J.P. Morgan & Co. Incorporated. Morgan manages employee benefit plans for
corporations and unions. Morgan also provides investment management services for
a broad spectrum of other institutional investors, including foundations,
endowments, sovereign governments, and insurance companies.

<PAGE>

To the knowledge of the Registrant, none of the directors or executive
officers of Morgan is or has been during the past two fiscal years engaged in
any other business, profession, vocation or employment of a substantial nature,
except that certain officers and directors of Morgan also hold various positions
with, and engage in business for, J.P. Morgan & Co. Incorporated or Morgan
Guaranty, a New York trust company which is also a wholly-owned subsidiary of
J.P. Morgan & Co. Incorporated.

ITEM 27. PRINCIPAL UNDERWRITERS.

(a) FDI (the "Distributor") is the principal underwriter of the Registrant's
shares.

FDI acts as principal underwriter for the following investment companies
other than the Registrant:

American Century California Tax-Free and Municipal Funds
American Century Capital Portfolios, Inc.
American Century Government Income Trust
American Century International Bond Funds
American Century Investment Trust
American Century Municipal Trust
American Century Mutual Funds, Inc.
American Century Premium Reserves, Inc.
American Century Quantitative Equity Funds
American Century Strategic Asset Allocations, Inc.
American Century Target Maturities Trust
American Century Variable Portfolios, Inc.
American Century World Mutual Funds, Inc.
BJB Investment Funds
The Brinson Funds
Dresdner RCM Capital Funds, Inc.
Dresdner RCM Equity Funds, Inc.
Founders Funds, Inc.
Harris Insight Funds Trust
HT Insight Funds, Inc. d/b/a Harris Insight Funds
J.P. Morgan Institutional Funds
J.P. Morgan Series Trust
LaSalle Partners Funds, Inc.
Monetta Fund, Inc.
Monetta Trust
The Montgomery Funds
The Montgomery Funds II
The Munder Framlington Funds Trust
The Munder Funds Trust
The Munder Funds, Inc.
Orbitex Group of Funds
St. Clair Funds, Inc.
The Skyline Funds
Waterhouse Investors Family of Funds, Inc.
WEBS Index Fund, Inc.

FDI. does not act as depositor or investment adviser to any of the
investment companies.

FDI is registered with the Securities and Exchange Commission as a
broker-dealer and is a member of the National Association of Securities Dealers.
Funds Distributor, Inc. is located at 60 State Street, Suite 1300, Boston,
Massachusetts 02109. Funds Distributor, Inc. is an indirect wholly-owned
subsidiary of Boston Institutional Group, Inc., a holding company all of whose
outstanding shares are owned by key employees.

<PAGE>

The following is a list of the executive officers, directors and partners of
Funds Distributor, Inc.:

Director, President and Chief Executive Officer: Marie E. Connolly
Executive Vice President: Richard W. Ingram
Executive Vice President: Donald R. Roberson
Executive Vice President: William S. Nichols
Senior Vice President: Michael S. Petrucelli
Director, Senior Vice President, Treasurer and
Chief Financial Officer: Joseph F. Tower, III
Senior Vice President: Paula R. David
Senior Vice President: Allen B. Closser
Senior Vice President: Bernard A. Whalen
Director: William J. Nutt

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS.

The accounts and records of the Registrant are located, in whole or in
part, at the office of the Registrant and the following locations:

J.P. Morgan Investment Management Inc., 522 Fifth Avenue, New York, NY
10036 (records relating to its functions as investment adviser).

Morgan Guaranty Trust Company of New York, 60 Wall Street, New York,
New York 10260-0060 or 522 Fifth Avenue, New York, NY 10035 (records relating to
its functions as administrative services agent).

State Street Bank and Trust Company, 225 Franklin Street, Boston,
Massachusetts 02110 (records relating to its functions as custodian and transfer
and dividend disbursing agent).

Funds Distributor, Inc., 60 State Street, Boston, Massachusetts 02109
(records relating to its functions as co-administrator and distributor).

ITEM 29. MANAGEMENT SERVICES.

Not applicable.

ITEM 30. UNDERTAKINGS.

None

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Amendment to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Boston, and the State of Massachusetts
on the 25th day of February, 1999.

J.P. MORGAN SERIES TRUST II

By: /s/Richard W. Ingram
--------------------------
Richard W. Ingram
President and Treasurer

Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed below by the following
persons in the capacities indicated on the 25th day of February, 1999.

/s/RICHARD W. INGRAM
Richard W. Ingram
President and Treasurer
(Principal Executive
Financial and Accounting Officer)

JOHN N. BELL* Trustee
John N. Bell

JOHN R. RETTBERG* Trustee
John R. Rettberg

JOHN F. RUFFLE* Trustee
John F. Ruffle

KENNETH WHIPPLE, JR.* Trustee
Kenneth Whipple, Jr.

- ----------------------------
*By: Richard W. Ingram
Richard W. Ingram
As attorney-in-fact pursuant to powers of attorney.