SEC Division of Investment Management staff letter: JPMorgan Chase; Bear Stearns Asset Management II

The staff of the Division of Investment Management will not recommend enforcement action to the Commission under sections 17(a) and 17(d) of the Investment Company Act of 1940, rule 17d-1, and section 206(3) of the Investment Advisers Act of 1940 if JPMorgan Chase and Bear Stearns Asset Management engage in certain principal transactions with registered investment companies and non-RIC advisory clients for up to fifteen business days following a change of control. This relief applies to pending or open transactions that would otherwise violate these provisions due to the new affiliation, provided specific conditions are met, including board approval of fairness for investment company transactions and retroactive disclosure and consent for non-RIC clients. The staff's position is based solely on the extraordinary circumstances described and does not constitute a legal conclusion regarding the applicability of other laws.

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Investment Company Act of 1940 – Section 17(a), 17(d) and Rule 17d-1 Investment Advisers Act of 1940 – Section 206(3) JPMorgan Chase; Bear Stearns Asset Management II March 16, 2008 IM Ref. No. 20083191218 JPMorgan Chase/Bear Stearns Asset Management II RESPONSE OF THE OFFICE OF CHIEF COUNSEL DIVISION OF INVESTMENT MANAGEMENT File No. 132-3 Dear Mr. Cutler:

You have requested that the staff provide assurances that it would not recommend enforcement action to the Commission under section 17(a) of the Investment Company Act of 1940 (ICA) if, following the change of control of Bear Stearns Asset Management and its affiliates (BSAM), JPMorgan Chase and any of its affiliates (JPM) engage in certain principal transactions with registered investment companies for which BSAM acts or serves as investment adviser or sub-adviser, under the extraordinary circumstances and for the limited period of time described below.

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Source: Securities and Exchange Commission — original document · Summary generated with machine assistance and reviewed before publication; the authoritative text is the regulator's original document. How RegAlert works