
[Federal Register: March 10, 2008 (Volume 73, Number 47)]
[Notices]               
[Page 12782-12783]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr10mr08-106]                         

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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 28183; 812-13418]

 
JPMorgan Trust I, et al.; Notice of Application

March 4, 2008.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of an application under section 6(c) of the Investment 
Company Act of 1940 (``Act'') for an exemption from rule 12d1-2(a) 
under the Act.

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    Summary of Application: Applicants request an order to permit funds 
of funds relying on rule 12d1-2 under the Act to invest in certain 
financial instruments.
    Applicants: JPMorgan Trust I, JPMorgan Trust II, JPMorgan Insurance 
Trust, J. P Morgan Mutual Fund Group, J. P Morgan Mutual Fund 
Investment Trust, J. P Morgan Fleming Mutual Fund Group, Inc., 
Undiscovered Managers Funds, JPMorgan Institutional Trust, J. P Morgan 
Series Trust II (collectively, the ``Trusts''), J. P Morgan Investment 
Management, Inc. (``JPMIM'')), JPMorgan Investment Advisors, Inc. 
(``JPMIA''), Security Capital Research & Management Incorporated 
(``Security Capital,'' collectively with JPMIM and JPMIA, the 
``Advisors''), and JPMorgan Distribution Services, Inc. (the 
``Distributor'').
    Filing Dates: The application was filed on August 9, 2007, and 
amended on November 21, 2007 and January 30, 2008. Applicants have 
agreed to file an amendment during the notice period, the substance of 
which is reflected in this notice.
    Hearing or Notification of Hearing: An order granting the 
application will be issued unless the Commission orders a hearing. 
Interested persons may request a hearing by writing to the Commission's 
Secretary and serving applicants with a copy of the request, personally 
or by mail. Hearing requests should be received by the Commission by 
5:30 p.m. on March 31, 2008 and should be accompanied by proof of 
service on applicants, in the form of an affidavit or, for lawyers, a 
certificate of service. Hearing requests should state the nature of the 
writer's interest, the reason for the request, and the issues 
contested. Persons who wish to be notified of a hearing may request 
notification by writing to the Commission's Secretary.

ADDRESSES: Secretary, Commission, 100 F Street, NE., Washington, DC 
20549-1520; Applicants, c/o Jessica K. Ditullio, JPMorgan Funds, 1111 
Polaris Parkway, Columbus, Ohio 43271.

FOR FURTHER INFORMATION CONTACT: Lewis Reich, Senior Counsel, at (202) 
551-6919, or Nadya B. Roytblat, Assistant Director, at (202) 551-6821 
(Division of Investment Management, Office of Investment Company 
Regulation).

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application may be obtained for a fee at the 
Commission's Public Reference Branch, 100 F Street, NE., Washington, DC 
20549-0104 (telephone (202) 551-8090).

Applicants' Representations

    1. Each Trust is organized as a Delaware statutory trust, a 
Maryland corporation or a Massachusetts business trust and is 
registered under the Act as an open-end management investment company. 
The Trusts offer separate series (``Funds of Funds'') that may invest 
in other registered open-end management investment companies in 
reliance on section 12(d)(1)(G) of the Act and rule 12d1-2 under the 
Act (``Underlying Funds'' and together with the Funds of Funds, 
``Funds'').\1\ Applicants propose that the Funds of Funds be permitted 
to invest in financial instruments that may not be considered 
securities within the meaning of section 2(a)(36) of the Act (``Other 
Investments'') and are consistent with the investment objective of a 
Funds of Funds.\2\
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    \1\ Applicants request that the relief apply to all existing and 
future series of the Trusts and any other registered open-end 
management investment companies and their series that are in the 
same group of investment companies, as defined in section 
12(d)(1)(G) of the Act, as the Trusts. All Funds that currently 
intend to rely on the order have been named as applicants. Any other 
existing or future entity that relies on the order in the future 
will do so only in accordance with the terms and conditions in the 
application.
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    2. The Advisors are Delaware or Ohio corporations that are 
indirect, wholly-owned subsidiaries of JPMorgan Chase & Co., a Delaware 
bank holding company holding company. The Advisors are registered as 
investment advisers under the Investment Advisers Act of 1940 and serve 
as investment adviser to the Funds. The Distributor, a Delaware 
corporation and a direct, wholly-owned subsidiary of JPMorgan Chase & 
Co., is registered as a broker-dealer under the Securities Exchange Act 
of 1934 Act (``Exchange Act'') and serves as the distributor for the 
Funds.

Applicants Legal Analysis

    1. Section 12(d)(1)(A) of the Act provides that no registered 
investment

[[Page 12783]]

company (``acquiring company'') may acquire securities of another 
investment company (``acquired company'') if such securities represent 
more than 3% of the acquired company's outstanding voting stock or more 
than 5% of the acquiring company's total assets, or if such securities, 
together with the securities of other investment companies, represent 
more than 10% of the acquiring company's total assets. Section 
12(d)(1)(B) of the Act provides that no registered open-end investment 
company may sell its securities to another investment company if the 
sale will cause the acquiring company to own more than 3% of the 
acquired company's voting stock, or cause more than 10% of the acquired 
company's voting stock to be owned by investment companies.
    2. Section 12(d)(1)(G) of the Act provides that section 12(d)(1) 
will not apply to securities of an acquired company purchased by an 
acquiring company if: (i) The acquiring company and acquired company 
are part of the same group of investment companies; (ii) the acquiring 
company holds only securities of acquired companies that are part of 
the same group of investment companies, government securities, and 
short-term paper; (iii) the aggregate sales loads and distribution-
related fees of the acquiring company and the acquired company are not 
excessive under rules adopted pursuant to section 22(b) or section 
22(c) of the Act by a securities association registered under section 
15A of the Exchange Act or by the Commission; and (iv) the acquired 
company has a policy that prohibits it from acquiring securities of 
registered open-end management investment companies or registered unit 
investment trusts in reliance on section 12(d)(1)(F) or (G) of the Act.
    3. Rule 12d1-2 under the Act permits a registered open-end 
investment company or a registered unit investment trust that relies on 
section 12(d)(1)(G) of the Act to acquire, in addition to securities 
issued by another registered investment company in the same group of 
investment companies, government securities, and short-term paper: (1) 
Securities issued by an investment company that is not in the same 
group of investment companies, when the acquisition is in reliance on 
section 12(d)(1)(A) or 12(d)(1)(F) of the Act; (2) securities (other 
than securities issued by an investment company); and (3) securities 
issued by a money market fund, when the investment is in reliance on 
rule 12d1-1 under the Act. For the purposes of rule 12d1-2, 
``securities'' means any security as defined in section 2(a)(36) of the 
Act.
    4. Section 6(c) of the Act provides that the Commission may exempt 
any person, security, or transaction from any provisions of the Act, or 
from any rule under the Act, if such exemption is necessary or 
appropriate in the public interest and consistent with the protection 
of investors and the purposes fairly intended by the policies and 
provisions of the Act.
    5. Applicants state that the proposed arrangement would comply with 
the provisions of rule 12d1-2 under the Act, but for the fact that the 
Funds of Funds may invest a portion of their assets in Other 
Investments. Applicants request an order under section 6(c) of the Act 
for an exemption from rule 12d1-2(a) to allow the Funds of Funds to 
invest in Other Investments. Applicants assert that permitting the 
Funds of Funds to invest in Other Investments as described in the 
application would not raise any of the concerns that the requirements 
of section 12(d)(1) were designed to address.

Applicants' Conditions

    Applicants agree that the order granting the requested relief will 
be subject to the following conditions:
    1. Before approving any advisory contract under section 15 of the 
Act, the board of trustees of a Fund of Funds, including a majority of 
the trustees who are not interested persons, as defined in section 
2(a)(19) of the Act, will find that the advisory fees, if any, charged 
under the contract are based on services provided that are in addition 
to, rather than duplicative of, services provided pursuant to any 
Underlying Fund's advisory contract or the advisory contract of any 
other investment company in which the Funds of Funds may invest. Such a 
finding, and the basis upon which it was made, will be recorded fully 
in the minute books of the Fund of Funds.
    2. Each Fund of Funds will comply with all provisions of rule 12d1-
2 under the Act, except for paragraph (a)(2), to the extent that it 
restricts any Fund of Funds from investing in Other Investments as 
described in the application.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Florence E. Harmon,
Deputy Secretary.
 [FR Doc. E8-4616 Filed 3-7-08; 8:45 am]

BILLING CODE 8011-01-P
