JP MORGAN SERIES TRUST II
497, 1999-06-08
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J.P. MORGAN SERIES TRUST II - Equity Portfolio
Supplement dated June 9, 1999 to the following Prospectuses:

J.P. Morgan Series Trust II (combined) dated April 13, 1999
J.P. Morgan Series Trust II - Equity Portfolio dated April 13, 1999

The following changes are effective July 1, 1999:

     The name of the  Portfolio  is changed  to "J.P.  Morgan  U.S.  Disciplined
Equity Portfolio".

The  following  supersedes  and  replaces  the  information  under  the  heading
"Investment Approach":

The  portfolio  invests  primarily  in  large-  and  medium-capitalization  U.S.
companies. Industry by industry, the portfolio's weightings are similar to those
of the S&P  500.  The  portfolio  does  not look to  overweight  or  underweight
industries. Within each industry, the portfolio modestly overweights stocks that
are ranked as undervalued or fairly valued while modestly  underweighting or not
holding  stocks  that  appear  overvalued.  (The  process  used to  rank  stocks
according  to  their  relative   valuations  is  described  under  "U.S.  Equity
Management Approach".)

The  second  paragraph  under  the  heading  "Main  Risks"  is  replaced  by the
following:
By owning a large number of stocks within the S&P 500, with an emphasis on those
that  appear  undervalued  or  fairly  valued,  and  by  tracking  the  industry
weightings of that index, the portfolio seeks returns that modestly exceed those
of the S&P 500 over the long term with virtually the same level of volatility.

The second paragraph under the heading "Portfolio Management" is replaced by the
following:

     The  portfolio  management  team is led by James C.  Wiess and  Timothy  J.
Devlin, both vice presidents.  Mr. Wiess has been at J.P. Morgan since 1992, and
prior to managing this portfolio  managed other structured equity portfolios for
J.P. Morgan. Mr. Devlin has been at J.P. Morgan since July of 1996, and prior to
that time was an equity portfolio  manager at Mitchell Hutchins Asset Management
Inc.


     The following replaces the section entitled "Past performance" with respect
to J.P. Morgan U.S. Disciplined Equity Portfolio:

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 U.S. Disciplined 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)
- ------------------------------------------------------------------------------
            1995         1996        1997         1998

40%         33.91

30%
                                     27.50
                         21.14                    23.28
20%

10%

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

     / / J.P. Morgan U.S. Disciplined Equity Portfolio (formerly the J.P. Morgan
Equity Portfolio)

For the period covered by this year-by-year  total return chart, the portfolio's
highest  quarterly return was 20.73% (for the quarter ended  12/31/98);  and the
lowest quarterly return was -11.00% (for the quarter ended 9/30/98).

Average annual total return (%) Shows  performance  over time, for periods ended
December 31, 1998

                                       Past 1 yr.        Life of fund (1)
J.P. Morgan U.S. Disciplined Equity
Portfolio (after expenses)              23.28               26.37
- --------------------------------------------------------------------------------
S&P 500 Index (no expenses)             28.58               30.51
- --------------------------------------------------------------------------------

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                     0.35

Marketing (12b-1) fees              none

Other expenses                      1.08

Total operating expenses            1.43

Fee waiver and expense
reimbursement                       0.56
- --------------------------------------------------------
Net expenses                                0.87
- --------------------------------------------------------

     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, net expenses for the
first year and total operating expenses  thereafter,  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($)                        89      397      728      1665
- --------------------------------------------------------------------------------

(1)      The portfolio's inception date was 12/31/94 and the portfolio commenced
         operations on 1/3/95.
(2)      The portfolio's fiscal year end is 12/31.
(3)      The expense information in this table has been restated to reflect
         current fees. Effective 7/1/99, Morgan Guaranty Trust
         Company of New York ("Morgan  Guaranty"),  an affiliate of J.P. Morgan,
         has agreed to reimburse  the  portfolio to the extent cer tain expenses
         exceed  0.85% of the  portfolio's  average  daily  net  assets  through
         12/31/99.  For the period from 1/1/99 through 6/30/99,  Morgan Guaranty
         agreed to reimburse the portfolio to the extent certain expenses exceed
         0.90% of the portfolio's average daily net assets.


     The following  supplements the information  under the heading "U.S.  Equity
Management Approach."

The J.P.  Morgan U.S.  Disciplined  Equity  Portfolio  (formerly the J.P. Morgan
Equity Portfolio) commenced operations on 1/3/95. As of 7/1/99, the portfolio is
managed  similarly to the private  accounts  included in the Disciplined  Equity
Private Account  Composite.  The performance of these private  accounts does not
represent  the  portfolio's   performance  and  should  not  be  interpreted  as
indicative  of the  portfolio's  future  performance.  The  performance  of this
private account composite is shown below:

Total return (%) (unaudited) Shows changes in returns by calendar year (1,2)

<TABLE>
<CAPTION>
<S>       <C>      <C>      <C>     <C>      <C>      <C>      <C>      <C>     <C>

- ---------------------------------------------------------------------------------------
          1990     1991     1992    1993     1994     1995     1996     1997    1998

40%
                                                      37. 33
30%                29.88                                                32.84
                                                                                31.39
20%                                                            22.78

10%                         11.30
                                    9.76
                                             1.80

0%

(10%)     (3.33)
- ---------------------------------------------------------------------------------------
</TABLE>

/ / Disciplined Equity Private Account Composite

For the period covered by this year-by-year  total return chart, the Composite's
highest  quarterly return was 22.40% (for the quarter ended  12/31/98);  and the
lowest quarterly return was -14.14% (for the quarter ended 9/30/90).

     Average annual total return (%) (unaudited)  Shows  performance  over time,
for periods ended December 31, 1998
<TABLE>
<CAPTION>
<S>                                          <C>        <C>            <C>

- --------------------------------------------------------------------------------
                                        1 yr.      5 yrs.    Since 10/31/89 (1)
Disciplined Equity Private Account
Composite (after expenses)(2)           31.39      24.54           18.64
- --------------------------------------------------------------------------------
S&P 500 (3) (no expenses)               28.58      24.06           18.11
- --------------------------------------------------------------------------------
</TABLE>

(1)      The inception of the Private Account Composite is 10/31/89.
(2)      The Composite  reflects the  historical  performance  of  discretionary
         investment  management accounts under the management of the portfolio's
         advisor  with  substantially  similar  objectives  and  policies as the
         portfolio.  Historical Composite  performance  information reflects the
         deduction  of  the   portfolio's   total   expenses  of  0.85%,   after
         reimbursement.  The  performance  accounts in the Composite  might have
         been lower if they were  subject to the extra  restrictions  imposed on
         mutual funds.  J.P.  Morgan has prepared and  presented  this report in
         compliance   with  the  Performance   Presentation   Standards  of  the
         Association  for  Investment  Management  and Research  (AIMR-PPS(TM)),
         which went into effect on 1/1/93. Prior to that date, the Composite may
         not  have  included  all  discretionary  accounts.  AIMR  has not  been
         involved with the preparation or review of this report.
(3)      The S&P 500 is an unmanaged index of U.S. stocks widely used as a
         measure of overall stock market performance.



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