<PAGE>
J.P. Morgan Series Trust II
(formerly JPM Series Trust II)
60 State Street, Suite 1300
Boston, Massachusetts 02109
(617) 557-0700
March 30, 2000
Division of Investment Management
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Rule 24f-2 Notice for J.P. Morgan Funds
with respect to:
J.P. Morgan Bond Portfolio
J.P. Morgan U.S. Disciplined Equity Portfolio
J.P. Morgan International Opportunities Portfolio
J.P. Morgan Small Company Portfolio
(Registration Statement File No. 33-72834)
Ladies and Gentlemen:
The purpose of this letter is to notify the Commission within 90 days of the end
of the Registrant's fiscal year of the number of Registrant's shares sold during
the last fiscal year which are to be registered pursuant to Rule 24f-2 and to
pay the appropriate registration fee.
The information required by the above-referenced rule is as follows:
1. Name and address of Issuer: J.P. Morgan Series Trust II
(formerly JPM Series Trust II)
60 State Street, Suite 1300
Boston, MA 02109
2. Name of each series or class of funds for which this notice is filed:
J.P. Morgan Bond Portfolio*
J.P. Morgan Equity Portfolio*
J.P. Morgan International Opportunities Portfolio*
J.P. Morgan Small Company Portfolio*
(Registration Statement File No. 33-72834)
3. Investment Company Act File Number:811-08212
Securities Act File Number: 033-72834
4(a). Last day of fiscal year for which this notice is filed: December 31, 1999
- -----------------------
* Shares were sold to unmanaged separate accounts that offer interests
therein that are registered under the Securities Act and on which a
registration fee has been paid. Therefore, no fee calculation is
necessary on the Fund Level
<PAGE>
Division of Investment Management
Securities and Exchange Commission
March 30, 2000
Page 2
4(b). [] Check box if this Form is being filed late (i.e., more than 90
days after the end of the issuer's fiscal year).
Note: If the Form is being filed more than 90 days after the end of the issuer's
fiscal year, interest must be paid on the registration fee due.
4(c). [] Check box if this is the last time the issuer will be filing this
Form.
<PAGE>
Division of Investment Management
Securities and Exchange Commission
March 30, 2000
Page 3
5. Calculation of registration fee:
(i) Aggregate sale price of securities sold during
the fiscal year pursuant to section 24(f): $1,942,333
(ii) Aggregate price of securities redeemed or
repurchased during the fiscal year: $23,575
(iii) Aggregate price of securities redeemed or repurchased during
any prior fiscal year ending no earlier than October 11, 1995
that were not previously used to reduce registration fees
payable to the
Commission: $ 0
(iv) Total available redemption credits
[add Items 5(ii) and 5(iii)]: $23,575
(v) Net sales -- if Item 5(i) is greater than Item 5(iv) [subtract
Item 5(iv)
from Item 5(i)]: $1,918,758
(vi) Redemption credits available for use in future years -- if
Item 5(i) is less than Item 5(iv) [subtract Item 5(iv)
from Item 5(i)]: $0
(vii) Multiplier for determining registration
fee (see instruction C.8): x .000264
(viii)Registration fee due [multiply Item 5(v)
by Item 5(vii)] (enter "0" if no fee
is due) $506.55
=======
6. Interest due -- if this Form is being filed more than 90 days after the
end of the issuer's fiscal year (see Instruction D): +$ 0
7. Total of the amount of the registration fee due plus any interest due
[Item 5(vii) plus Item 6]: =$506.55
=========
Division of Investment Management
Securities and Exchange Commission
March 30, 2000
Page 4
8. Date the registration fee and any interest payment was sent to the
Commission's lockbox depository: March 28, 2000
Account Number: 0000916118
Method of Delivery:
[X] Wire Transfer
[ ] Mail or other means
This Form has been signed below by the following persons on behalf of the issuer
and in the capacities and on the dates indicated.
J.P. MORGAN SERIES TRUST II
By: /s/ Mary Jo Pace
Mary Jo Pace
Vice President and Assistant Treasurer
