[Federal Register Volume 64, Number 119 (Tuesday, June 22, 1999)]
[Notices]
[Pages 33330-33331]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 99-15847]


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SECURITIES AND EXCHANGE COMMISSION

[Rel. No. IC-23872; 812-10636]


J.P. Morgan Series Trust and J.P. Investment Management Inc.; 
Notice of Application

June 16, 1999.
AGENCY: Securities and Exchange Commission (the ``Commission'').

ACTION: Notice of application for an exemption under sections 6(c) and 
17(b) the Investment Company Act of 1940 (the ``Act'') from section 
17(a) of the Act.

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    Summary of Application: Applicants seek an order to permit 
redemptions in-kind of shares of certain registered open-end management 
investment companies by certain affiliated shareholders.
    Applicants: J.P. Morgan Series Trust (the ``Trust'') and J.P. 
Morgan Investment Management Inc. (the ``Adviser'').
    Filing Dates: The application was filed on April 28, 1997, and 
amended on March 29, 1999 and May 20, 1999.
    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 applicant with a copy of the request, personally 
or by mail. Hearing requests should be received by the Commission by 
5:30 p.m. on July 12, 1999 and should be accompanied by proof of 
service on applicant, 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 may request notification of a hearing by writing to 
the Commission's Secretary.

ADDRESSES: Secretary, Commission, 450 5th Street, NW., Washington, DC 
20549-0609. Applicants, 60 State Street, Boston, Massachusetts 02109.

FOR FURTHER INFORMATION CONTACT: Lawrence W. Pisto Senior Counsel, at 
(202) 942-0527, or Nadya B. Roytblat, Assistant Director, at (202) 942-
0564 (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, 450 Fifth Street, NW, Washington, 
DC 20549-0102 (tel. (202) 942-8090).

Applicants' Representations

    1. The Trust, a Massachusetts business trust, is an open-end 
management investment company registered under the Act, and currently 
consists of seven series (the ``Funds''). The Adviser, a wholly-owned 
subsidiary of J.P. Morgan & Co. Incorporated, is registered under the 
Investment Advisers Act of 1940, and serves as the investment adviser 
to the Funds.
    2. Applicants request relief to permit the Funds to satisfy 
redemption requests made by shareholders who are ``affiliated persons'' 
of the Funds solely by reason of owning, controlling or holding with 
the power to vote, five percent or more of a Fund's shares (``Covered 
Shareholders'') by distributing portfolio securities in-kind. The 
relief sought would not extend to shareholders who are ``affiliated 
persons'' of a Fund within the meaning of sections 2(a)(3)(B) through 
(F) of the Act.\1\
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    \1\ Applicants request that the relief also extend to all future 
registered open-end management investment companies and their series 
for which the Adviser or any person controlling, controlled by, or 
under common control with the Adviser serves as investment adviser. 
All registered open-end management investment companies that 
currently intend to rely on the requested order are named as 
applicants. Any existing or future registered open-end management 
investment company that relies on the order in the future will do so 
only in accordance with the terms and conditions contained in the 
application.
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    3. Each Fund's prospectus provides that redemption request 
generally will be paid in cash, but that the Fund reserves the right to 
pay redemption requests greater than $250,000 in whole or in part in-
kind. The board of trustees of the Trust, including a majority of the 
trustees who are not ``interested persons'' as defined in section 
2(a)(19) of the Act (``Non-Interested Trustees''), have determined that 
it would be in the best interest of the Funds and their shareholders to 
pay to a Covered Shareholder the redemption price for shares of the 
Funds in-kind to the extent permitted by certain Funds' election to be 
governed by rule 18f-1 under the Act.

Applicants' Legal Analysis

    Section 17(a)(2) of the Act, in relevant part, makes it unlawful 
for an affiliated person of a registered investment company or an 
affiliated person of such a person, acting as principal, to knowingly 
``purchase'' from such registered investment company any security or 
other property (except securities of which the seller is the issuer). 
Section 2(a)(3)(A) of the Act defines ``affiliated person'' to include 
any person owning 5% or more of the outstanding voting securities of 
such

[[Page 33331]]

other person. Applicants state that to the extent that an in-kind 
redemption could be deemed to involve the purchase of portfolio 
securities (of which the affected Fund is not the issuer) by a Covered 
Shareholder, the proposed redemptions in-kind would be prohibited by 
section 17(a)(2).
    2. Section 17(b) of the Act provides that, notwithstanding section 
17(a), the Commission shall exempt a proposed transaction from section 
17(a) if evidence establishes that: (a) The terms of the proposed 
transaction are fair and reasonable and do not involve overreaching; 
(b) the proposed transaction is consistent with the policy of each 
registered investment company involved; and (c) the proposed 
transaction is consistent with the general purposes of the Act.
    3. Section 6(c) of the Act provides, in part, that the Commission, 
by order upon application, may conditionally or unconditionally exempt 
any person, security or transaction from any provisions of the Act, if 
and to the extent that such exemption is necessary or appropriate in 
the public interest and consistent with the protection of investors and 
the purposes fairly intended by the policy and provision of the Act.
    4. Applicants request an order under sections 6(c) and 17(b) of the 
Act exempting them from the provisions of section 17(a) of the Act to 
permit Covered Shareholders to redeem their shares in-kind from the 
Funds. The requested order will not apply to redemptions by 
shareholders who are affiliated persons of a Fund within the meaning of 
sections 2(a)(3)(B) through (F) of the Act.
    5. Applicants submit that the requested relief satisfies the 
requirements of sections 6(c) and 17(b). Applicants assert that neither 
an affected Fund nor the Covered Shareholder will have any choice as to 
the type of consideration to be received in connection with a 
redemption request, and neither the Adviser nor the Covered Sharehold 
will have any opportunity to select the specific portfolio securities 
to be distributed. Applicants further state that the portfolio 
securities to be distributed will be valved according to an objective, 
verifiable standard and that the in-kind redemptions are consistent 
with the investment policies of the Funds. Applicants also state that 
the proposed in-kind redemptions are consistent with the general 
purposes of the Act because the Covered Shareholder would not receive 
any advantage not available to other redeeming shareholders.

Applicants' Conditions

    Applicants agree that any order granting the requested relief will 
be subject to the following conditions:
    1. The securities distributed to both Covered Shareholders and non-
affiliated shareholders pursuant to a redemption in-kind (the ``In-Kind 
Securities'') will be limited to securities that are traded on a public 
securities market or for which quoted bid prices are available.
    2. The In-Kind Securities will be distributed by each Fund on a pro 
rata basis after excluding: (a) securities which could not be publicly 
offered or sold in the United States without registration under the 
Securities Act of 1933; (b) certain portfolio positions (such as 
futures and options contracts and repurchase agreements) that, although 
they may be liquid and marketable, involve the assumption of contactual 
obligations, require special trading facilities or can only be traded 
with an institutional counterparty to the transaction; (c) cash 
equivalents (such as certificates of deposit, commercial paper and 
repurchase agreements); (d) other assets which are not readily 
distributable (including recevables and prepaid expenses); and (e) 
portfolio securities representing fractional shares, odd lot securities 
and accruals on such securities. Cash will be paid for the portion of 
the in-kind distribution represented by assets set forth in (a)-(e) 
less liabilities (including accounts payable).
    3. The In-Kind Securities distributed to the Covered Shareholders 
will be valued in the same manner as they would be valued for purposes 
of computing each Fund's net asset value.
    4. The Trust's Board, including a majority of the Non-Interested 
Trustees, will determine no less frequently than annually: (a) whether 
the In-Kind Securities, if any, have been distributed in accordance 
with conditions 1 and 2; (b) whether the In-Kind Securities, if any, 
have been valued in accordance with condition 3; and (c) whether the 
distribution of any such In-Kind Securities is consistent with the 
policies of each affected Fund as reflected in its prospectus. In 
addition, the Board will make and approve such changes in the 
procedures as it deems necessary for monitoring the Fund's compliance 
with the terms and conditions of this application.
    5. Each Fund will maintain and preserve for a period of not less 
than six years from the end of the fiscal year in which a proposed in-
kind redemption by a Covered Shareholder occurs, the first two years in 
an easily accessible place, a written record of each such redemption 
setting forth the identity of the Covered Shareholder, a descrption of 
each security distributed in-kind, the terms of the in-kind 
distribution, and the information or materials upon which the valuation 
was made.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 99-15847 Filed 6-21-99; 8:45 am]
BILLING CODE 8010-01-M