40-APP

0001193125-11-183810.txt : 20110707 0001193125-11-183810.hdr.sgml : 20110707 20110707142525 ACCESSION NUMBER: 0001193125-11-183810 CONFORMED SUBMISSION TYPE: 40-APP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110707 DATE AS OF CHANGE: 20110707 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JF INTERNATIONAL MANAGEMENT INC CENTRAL INDEX KEY: 0001229296 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 40-APP SEC ACT: 1940 Act SEC FILE NUMBER: 812-13919-13 FILM NUMBER: 11956001 BUSINESS ADDRESS: STREET 1: CHARTER HOUSE 21ST FLOOR STREET 2: 8 CONNAUGHT ROAD CENTRAL CITY: HONG KONG STATE: K3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: J.P. MORGAN INSTITUTIONAL INVESTMENTS, INC. CENTRAL INDEX KEY: 0001523580 IRS NUMBER: 134062153 FILING VALUES: FORM TYPE: 40-APP SEC ACT: 1940 Act SEC FILE NUMBER: 812-13919-10 FILM NUMBER: 11955998 BUSINESS ADDRESS: BUSINESS PHONE: 212-648-0882 MAIL ADDRESS: STREET 1: 270 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HIGHBRIDGE CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0000919185 IRS NUMBER: 133993048 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 40-APP SEC ACT: 1940 Act SEC FILE NUMBER: 812-13919-14 FILM NUMBER: 11956002 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2122874900 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: HIGHBRIDGE CAPITAL MANAGEMENT INC /NY DATE OF NAME CHANGE: 19980610 FORMER COMPANY: FORMER CONFORMED NAME: DUBIN & SWIECA ASSET MANAGEMENT INC DATE OF NAME CHANGE: 19950817 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BSCGP INC CENTRAL INDEX KEY: 0001012618 IRS NUMBER: 133877573 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 40-APP SEC ACT: 1940 Act SEC FILE NUMBER: 812-13919-17 FILM NUMBER: 11956005 BUSINESS ADDRESS: STREET 1: 383 MADISON AVENUE, 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10179 BUSINESS PHONE: 2015951966 MAIL ADDRESS: STREET 1: 383 MADISON AVENUE, 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10179 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BEAR STEARNS ASSET MANAGEMENT INC CENTRAL INDEX KEY: 0001062592 IRS NUMBER: 510265872 STATE OF INCORPORATION: NY FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 40-APP SEC ACT: 1940 Act SEC FILE NUMBER: 812-13919-19 FILM NUMBER: 11956007 BUSINESS ADDRESS: STREET 1: 237 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2122726553 MAIL ADDRESS: STREET 1: 237 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SECURITY CAPITAL RESEARCH & MANAGEMENT INC CENTRAL INDEX KEY: 0001068829 IRS NUMBER: 364128122 FILING VALUES: FORM TYPE: 40-APP SEC ACT: 1940 Act SEC FILE NUMBER: 812-13919-04 FILM NUMBER: 11955992 BUSINESS ADDRESS: STREET 1: 10 SOUTH DEARBORN STREET STREET 2: SUITE 1400 CITY: CHICAGO STATE: IL ZIP: 60603 BUSINESS PHONE: 3123858300 MAIL ADDRESS: STREET 1: 10 SOUTH DEARBORN STREET STREET 2: SUITE 1400 CITY: CHICAGO STATE: IL ZIP: 60603 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JP MORGAN INVESTMENT MANAGEMENT INC CENTRAL INDEX KEY: 0001173475 IRS NUMBER: 133200244 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 40-APP SEC ACT: 1940 Act SEC FILE NUMBER: 812-13919-09 FILM NUMBER: 11955997 BUSINESS ADDRESS: STREET 1: 245 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: 2126481999 MAIL ADDRESS: STREET 1: 245 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10167 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BEAR STEARNS HEALTH INNOVENTURES MANAGEMENT LLC CENTRAL INDEX KEY: 0001267144 IRS NUMBER: 134159171 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 40-APP SEC ACT: 1940 Act SEC FILE NUMBER: 812-13919-18 FILM NUMBER: 11956006 BUSINESS ADDRESS: STREET 1: 383 MADISON AVENUE STREET 2: 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10179 BUSINESS PHONE: 2015951966 MAIL ADDRESS: STREET 1: 383 MADISON AVENUE STREET 2: 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10179 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Constellation Ventures Management II, LLC CENTRAL INDEX KEY: 0001293522 IRS NUMBER: 134122121 FILING VALUES: FORM TYPE: 40-APP SEC ACT: 1940 Act SEC FILE NUMBER: 812-13919-15 FILM NUMBER: 11956003 BUSINESS ADDRESS: STREET 1: 383 MADISON AVE STREET 2: 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10179 BUSINESS PHONE: 2122722728 MAIL ADDRESS: STREET 1: 383 MADISON AVE STREET 2: 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10179 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JPMORGAN DISTRIBUTION SERVICES INC CENTRAL INDEX KEY: 0001342564 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 40-APP SEC ACT: 1940 Act SEC FILE NUMBER: 812-13919-11 FILM NUMBER: 11955999 BUSINESS ADDRESS: STREET 1: 270 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 9738290975 MAIL ADDRESS: STREET 1: 270 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: J.P. Morgan Securities LLC CENTRAL INDEX KEY: 0001362244 IRS NUMBER: 133299429 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 40-APP SEC ACT: 1940 Act SEC FILE NUMBER: 812-13919 FILM NUMBER: 11955988 BUSINESS ADDRESS: STREET 1: 383 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10179 BUSINESS PHONE: 201-595-8471 MAIL ADDRESS: STREET 1: 575 WASHINGTON BLVD. STREET 2: FLOOR 16 CITY: JERSEY CITY STATE: NJ ZIP: 07310 FORMER COMPANY: FORMER CONFORMED NAME: J. P. Morgan Securities Inc. DATE OF NAME CHANGE: 20060509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JPMorgan Asset Management (UK) Ltd. CENTRAL INDEX KEY: 0001362941 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 40-APP SEC ACT: 1940 Act SEC FILE NUMBER: 812-13919-12 FILM NUMBER: 11956000 BUSINESS ADDRESS: STREET 1: 125 LONDON WALL CITY: LONDON STATE: X0 ZIP: EC2Y 5AJ BUSINESS PHONE: 0207 7774224 MAIL ADDRESS: STREET 1: 125 LONDON WALL CITY: LONDON STATE: X0 ZIP: EC2Y 5AJ FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sixty Wall Street GP CORP CENTRAL INDEX KEY: 0001388846 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 40-APP SEC ACT: 1940 Act SEC FILE NUMBER: 812-13919-03 FILM NUMBER: 11955991 BUSINESS ADDRESS: STREET 1: 270 PARK AVENUE, 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-270-7690 MAIL ADDRESS: STREET 1: 270 PARK AVENUE, 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: Sixty Wall Street SBIC CORP DATE OF NAME CHANGE: 20070205 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sixty Wall Street Management Company, LLC CENTRAL INDEX KEY: 0001397409 IRS NUMBER: 134142680 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 40-APP SEC ACT: 1940 Act SEC FILE NUMBER: 812-13919-02 FILM NUMBER: 11955990 BUSINESS ADDRESS: STREET 1: 270 PARK AVENUE, 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2122706000 MAIL ADDRESS: STREET 1: 270 PARK AVENUE, 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OEP Co-Investors Management III, Ltd. CENTRAL INDEX KEY: 0001466432 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 40-APP SEC ACT: 1940 Act SEC FILE NUMBER: 812-13919-05 FILM NUMBER: 11955993 BUSINESS ADDRESS: STREET 1: 320 PARK AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122771500 MAIL ADDRESS: STREET 1: 320 PARK AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OEP Co-Investors Management II, Ltd. CENTRAL INDEX KEY: 0001466433 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 40-APP SEC ACT: 1940 Act SEC FILE NUMBER: 812-13919-06 FILM NUMBER: 11955994 BUSINESS ADDRESS: STREET 1: 320 PARK AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122771500 MAIL ADDRESS: STREET 1: 320 PARK AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FILER: COMPANY DATA: COMPANY CONFORMED NAME: J.P. Morgan Partners, LLC CENTRAL INDEX KEY: 0001467134 IRS NUMBER: 134142090 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 40-APP SEC ACT: 1940 Act SEC FILE NUMBER: 812-13919-20 FILM NUMBER: 11956008 BUSINESS ADDRESS: STREET 1: 270 PARK AVENUE, 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2122706000 MAIL ADDRESS: STREET 1: 270 PARK AVENUE, 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: J.P. Morgan Latin America Management Company, L.L.C. CENTRAL INDEX KEY: 0001467135 IRS NUMBER: 134104753 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 40-APP SEC ACT: 1940 Act SEC FILE NUMBER: 812-13919-08 FILM NUMBER: 11955996 BUSINESS ADDRESS: STREET 1: 270 PARK AVENUE, 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2122706000 MAIL ADDRESS: STREET 1: 270 PARK AVENUE, 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: J.P. Morgan Private Investments Inc. CENTRAL INDEX KEY: 0001503764 IRS NUMBER: 510339368 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 40-APP SEC ACT: 1940 Act SEC FILE NUMBER: 812-13919-07 FILM NUMBER: 11955995 BUSINESS ADDRESS: STREET 1: 270 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2124641945 MAIL ADDRESS: STREET 1: 270 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TECHNOLOGY COINVESTORS MANAGEMENT, LLC CENTRAL INDEX KEY: 0001504120 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 40-APP SEC ACT: 1940 Act SEC FILE NUMBER: 812-13919-01 FILM NUMBER: 11955989 BUSINESS ADDRESS: STREET 1: 270 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2122706000 MAIL ADDRESS: STREET 1: 270 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Constellation Growth Capital, LLC CENTRAL INDEX KEY: 0001504131 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 40-APP SEC ACT: 1940 Act SEC FILE NUMBER: 812-13919-16 FILM NUMBER: 11956004 BUSINESS ADDRESS: STREET 1: 40 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2122874900 MAIL ADDRESS: STREET 1: 40 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 40-APP 1 d40app.htm 40-APP 40-APP

UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

File No. 812-[ ]


In the Matter of	) )
	)	APPLICATION PURSUANT TO SECTION 9(c) OF THE INVESTMENT COMPANY ACT OF 1940 FOR TEMPORARY AND PERMANENT ORDERS EXEMPTING APPLICANTS FROM THE PROVISIONS OF SECTION 9(a) OF SUCH ACT
J.P. MORGAN SECURITIES LLC 338 Madison Avenue New York, New York 10179 BEAR STEARNS ASSET MANAGEMENT INC. 270 Park Avenue New York, New York 10017 BEAR STEARNS HEALTH INNOVENTURES MANAGEMENT, L.L.C. 270 Park Avenue New York, New York 10017 BSCGP INC. 270 Park Avenue New York, New York 10017 CONSTELLATION GROWTH CAPITAL LLC 49 West 57th Street, 32nd Floor New York, New York 10019 CONSTELLATION VENTURES MANAGEMENT II, LLC 270 Park Avenue New York, New York 10017 HIGHBRIDGE CAPITAL MANAGEMENT, LLC 49 West 57^th Street, 32^nd Floor New York, New York 10019 JF INTERNATIONAL MANAGEMENT INC. 21st Floor, Chater House 8 Connaught Road Central Hong Kong JPMORGAN ASSET MANAGEMENT (UK) LIMITED 125 London Wall London, UK, EC2Y5AJ JPMORGAN DISTRIBUTION SERVICES, INC. 1111 Polaris Parkway Columbus, Ohio 43240	) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) )

This Application consists of 82 pages.


J.P. MORGAN INSTITUTIONAL INVESTMENTS, INC. J.P. MORGAN INVESTMENT MANAGEMENT INC. J.P. MORGAN LATIN AMERICA MANAGEMENT COMPANY, LLC J.P. MORGAN PARTNERS, LLC J.P. MORGAN PRIVATE INVESTMENTS INC. 270 Park Avenue New York, New York 10017 OEP CO-INVESTORS MANAGEMENT II, LTD. OEP CO-INVESTORS MANAGEMENT III, LTD. 320 Park Avenue, 18^th Floor New York, New York 10022 SECURITY CAPITAL RESEARCH & MANAGEMENT INCORPORATED 10 South Dearborn Street, Suite 1400 Chicago, Illinois 60603 SIXTY WALL STREET GP CORPORATION SIXTY WALL STREET MANAGEMENT COMPANY, LLC 270 Park Avenue New York, New York 10017 TECHNOLOGY COINVESTORS MANAGEMENT, LLC 270 Park Avenue New York, New York 10017		) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) )
File No. 812-		)
		)

J.P. Morgan Securities LLC

Bear Stearns Asset Management Inc.

Bear Stearns Health Innoventures Management, L.L.C.

BSCGP Inc.

Constellation Growth Capital LLC

Constellation Ventures Management II, LLC

Highbridge Capital Management, LLC

JF International Management Inc.

JPMorgan Asset Management (UK) Limited

JPMorgan Distribution Services, Inc.

J.P. Morgan Institutional Investments, Inc.

J.P. Morgan Investment Management Inc.

J.P. Morgan Latin America Management Company, LLC

J.P. Morgan Partners, LLC

J.P. Morgan Private Investments Inc.

OEP Co-Investors Management II, Ltd.

OEP Co-Investors Management III, Ltd.

Security Capital Research & Management Incorporated

Sixty Wall Street GP Corporation

Sixty Wall Street Management Company, LLC

Technology Coinvestors Management, LLC

(Names of Applicants)

See Above

(Addresses of Applicants’ principal executive offices)


Michael Coyne, Esq.		Stephanie Avakian, Esq.
JPMorgan Chase & Co.		WilmerHale LLP
One Chase Manhattan Plaza		399 Park Avenue
New York, NY 10005-1401		New York, NY 10022

		James E. Anderson, Esq.
		John M. Faust, Esq.
		WilmerHale LLP
		1875 Pennsylvania Ave, NW
		Washington, DC 20006

(Names and addresses of persons to whom communications should be directed)

J.P. Morgan Securities LLC (f/k/a J.P. Morgan Securities Inc.) (“J.P. Morgan Securities”); Bear Stearns Asset Management Inc. (“BSAM”); Bear Stearns Health Innoventures Management, L.L.C. (“BSHIM”); BSCGP Inc. (“BSCGP”); Constellation Growth Capital LLC (“Constellation”); Constellation Ventures Management II, LLC (“Constellation II”); Highbridge Capital Management, LLC (“Highbridge”); JF International Management Inc. (“JFIMI”); JPMorgan Asset Management (UK) Limited (“JPMAMUK”); JPMorgan Distribution Services, Inc. (“JPMDS”); J.P. Morgan Institutional Investments, Inc. (“JPMII”); J.P. Morgan Investment Management Inc. (“JPMIM”); J.P. Morgan Latin America Management Company, LLC (“JPMLAM”); J.P. Morgan Partners, LLC (“JPMP”); J.P. Morgan Private Investments Inc. (“JPMPI”); OEP Co-Investors Management II, Ltd. (“OEP II”); OEP Co-Investors Management III, Ltd. (“OEP III”, and together with OEP II, the “OEP Entities”); Security Capital Research & Management Incorporated (“Security Capital”); Sixty Wall Street GP Corporation (“Sixty Wall GP”); Sixty Wall Street Management Company, LLC (“Sixty Wall Management”); and Technology Coinvestors Management, LLC (“TCM”) (collectively, the “Applicants”) each hereby applies pursuant to Section 9(c) of the Investment Company Act of 1940, as amended (the “Act”), for (i) an order of temporary exemption from Section 9(a) pending the determination of the Securities and Exchange Commission (the “Commission”) on this application (“Application”) for an order of permanent exemption (“Temporary Order”) and (ii) a permanent order exempting each Applicant from the provisions of Section 9(a) of the Act (“Permanent Order” and together with the Temporary Order, the “Orders”) in respect of the permanent injunction, as described below, that has been entered against J.P. Morgan Securities.

Other than the Applicants, no existing company of which J.P. Morgan Securities is an affiliated person currently serves as an investment adviser (as defined in Section 2(a)(20) of the Act), depositor, or principal underwriter (as defined in Section 2(a)(29) of the Act) for any registered investment company, including registered management companies, registered unit investment trusts (“UITs”), or registered face amount certificate companies, or investment adviser to employees’ securities companies (as defined in Section 2(a)(13) of the Act) subject to Section 9 of the Act (“ESCs”). Applicants request that any relief granted by the Commission pursuant to this Application also apply to any other existing company of which J.P. Morgan Securities is an affiliated person within the meaning of Section 2(a)(3) of the Act and to any other company of which J.P. Morgan Securities may become an affiliated person in the future (together with the Applicants, the “Covered Persons”). Applicants request that the temporary order remain in effect until the Commission acts on the Application for the permanent order.

I.	Background

A. Applicants and the Other Covered Persons

J.P. Morgan Securities, a Delaware limited liability company, is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). J.P. Morgan Securities does not currently serve as investment adviser, sub-adviser, depositor or principal underwriter to any of the Funds.¹ The ultimate parent of J.P. Morgan Securities is JPMorgan Chase & Co. (“JPMC”). JPMC is a financial services holding company

“Funds” refer to any registered investment company or ESC for which a Covered Person serves as an investment adviser, sub-adviser, general partner or depositor, or any registered open-end investment company, registered UIT or registered face amount certificate company for which a Covered Person serves as principal underwriter.

whose businesses provide a broad range of financial services to consumer and corporate customers. JPMC is also the ultimate parent of the other Applicants. The Funds for which the Applicants currently serve as investment adviser, sub-adviser, general partner, or principal underwriter are identified in Exhibit A. The other Applicants, as subsidiaries of the same ultimate parent, are under common control with J.P. Morgan Securities. Therefore, J.P. Morgan Securities is an affiliated person of the other Applicants within the meaning of Section 2(a)(3) of the Act.

BSAM, a New York corporation, is registered as an investment adviser under the Advisers Act and serves, and may in the future serve, as investment adviser or sub-adviser to various Funds, including as general partner that provides investment advisory services to various ESCs. BSAM is a wholly-owned subsidiary of JPMC.²

BSHIM, a Delaware limited liability corporation, and BSCGP, a Delaware corporation, serve, and may in the future serve, as general partners that provide investment advisory services to various ESCs. BSHIM and BSCGP are wholly-owned subsidiaries of JPMC.

Constellation, a Delaware limited liability corporation, serves, and may in the future serve, as sub-adviser to various ESCs. Constellation is an indirect, majority-owned subsidiary of JPMC.

Constellation II, a Delaware limited liability corporation, serves, and may in the future serve, as general partner that provides investment advisory services to various ESCs. Constellation II is a wholly-owned subsidiary of JPMC.

Highbridge, a Delaware limited liability company, is registered as an investment adviser under the Advisers Act and serves, and may in the future serve, as investment adviser or sub-adviser to various Funds. Highbridge is an indirect, majority-owned subsidiary of JPMC.

²	Every Applicant that is a general partner that provides investment advisory services to one or more ESCs believes, for purposes of this Application, that it is performing a function that falls within the definition of “investment adviser” in Section 2(a)(20) of the Act.

JFIMI, a British Virgin Islands corporation, is registered as an investment adviser under the Advisers Act and serves, and may in the future serve, as investment adviser or sub-adviser to various Funds. JFIMI is a wholly-owned subsidiary of JPMC.

JPMAMUK, a United Kingdom corporation, is registered as an investment adviser under the Advisers Act and serves, and may in the future serve, as investment adviser or sub-adviser to various Funds. JPMAMUK is a wholly-owned subsidiary of JPMC.

JPMDS, a Delaware corporation, is registered as a broker-dealer under the Exchange Act and serves, and may in the future serve, as principal underwriter to various Funds. JPMDS is a wholly-owned subsidiary of JPMC.

JPMII, a Delaware corporation, is registered as a broker-dealer under the Exchange Act and serves, and may in the future serve, as placement agent to various Funds.³ JPMII is a wholly owned subsidiary of JPMC.

JPMIM, a Delaware corporation, is registered as an investment adviser under the Advisers Act and serves, and may in the future serve, as investment adviser or sub-adviser to various Funds. JPMIM is a wholly-owned subsidiary of JPMC.

JPMLAM, a Delaware limited liability company, is registered as an investment adviser under the Advisers Act and serves, and may in the future serve, as investment adviser or sub-adviser to various ESCs. JPMLAM is a wholly-owned subsidiary of JPMC.

JPMII serves as placement agent to JPMorgan Institutional Trust with respect to its series: JPMorgan Core Bond Trust, JPMorgan Equity Index Trust, and JPMorgan Intermediate Bond Trust. JPMorgan Institutional Trust is an open-end investment company registered under the Act, but its shares are not registered under the Securities Act of 1933. JPMII believes, for the purposes of this Application, that it is performing a function that falls within the definition of “principal underwriter” in Section 2(a)(29) of the Act.

JPMP, a Delaware limited liability company, is registered as an investment adviser under the Advisers Act and serves, and may in the future serve, as investment adviser or sub-adviser to various ESCs. JPMP is a wholly-owned subsidiary of JPMC.

JPMPI, a Delaware corporation, is registered as an investment adviser under the Advisers Act and serves, and may in the future serve, as investment adviser or sub-adviser to various Funds. JPMPI is a wholly-owned subsidiary of JPMC.

The OEP Entities, both Cayman Islands exempted limited companies, are exempt from registration as investment advisers by virtue of Section 203(b)(3) of the Advisers Act, and serve, and may in the future serve, as general partners that provide investment advisory services to various ESCs. The OEP Entities are wholly-owned subsidiaries of JPMC.

Security Capital, a Delaware corporation, is registered as an investment adviser under the Advisers Act and serves, and may in the future serve, as investment adviser or sub-adviser to various Funds. Security Capital is a wholly-owned subsidiary of JPMC.

Sixty Wall GP, a Delaware Corporation, is registered as an investment adviser under the Advisers Act and serves, and may in the future serve, as an investment adviser or sub-adviser to various ESCs. Sixty Wall GP is a wholly owned subsidiary of JPMC.

Sixty Wall Management, a Delaware limited liability company, is registered as an investment adviser under the Advisers Act and serves, and may in the future serve, as investment adviser or sub-adviser to various ESCs. Sixty Wall Management is a wholly-owned subsidiary of JPMC.

TCM, a California limited liability corporation, serves, and may in the future serve, as the general partner that provides investment advisory services to various ESCs. TCM is a wholly-owned subsidiary of JPMC.

B. The Consent and Injunction (the “Action”)

On July 7, 2011, the Commission filed a complaint (the “Complaint”) against J.P. Morgan Securities in the District Court of New Jersey (the “District Court”) in a civil action captioned Securities and Exchange Commission v. J.P. Morgan Securities LLC. The Complaint alleged that, prior to at least 2005, J.P. Morgan Securities engaged in fraudulent practices and made misrepresentations and omissions in connection with bidding on municipal reinvestment instruments. The Complaint alleged that J.P. Morgan Securities engaged in fraudulent practices, misrepresentations, and omissions that affected the prices of certain reinvestment instruments, deprived certain municipalities of a presumption that their reinvestment instruments were purchased at fair market value, and/or jeopardized the tax-exempt status of certain securities. Based on the alleged misconduct described above, the Complaint alleged that J.P. Morgan Securities violated Section 15(c)(l)(A) of the Exchange Act [15 U.S.C § 78o(c)(l)(A)].

In settlement of this action, J.P. Morgan Securities submitted an executed Consent of the Defendant J.P. Morgan Securities LLC (the “Consent”). In the Consent, solely for the purpose of the proceeding brought by or on behalf of the Commission or in which the Commission is a party, J.P. Morgan Securities agreed to consent to the entry of a final judgment as described below, without admitting or denying allegations made in the captioned proceeding (other than those relating to the jurisdiction of the District Court over it and the subject matter, solely for the purposes of this action).

On [ ], 2011, the District Court entered a judgment against J.P. Morgan Securities (the “Judgment”)⁴ that enjoined J.P. Morgan Securities from violating, directly or indirectly, Section 15(c)(1)(A) of the Exchange Act (the “Injunction”). Additionally, pursuant to the

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[Cite]

Judgment, J.P. Morgan Securities will pay disgorgement in the amount of $11,065,969, prejudgment interest in the amount of $7,620,380, and a civil monetary penalty of $32,500,000.

II.

Application of Section 9 of the Act

Section 9(a)(2) of the Act provides, in pertinent part, that a person may not serve or act as, among other things, an investment adviser or depositor of any investment company registered under the Act or as a principal underwriter for any registered open-end investment company, registered UIT, or registered face amount certificate company, or as investment adviser of an ESC (such activities, collectively, “Fund Service Activities”), if the person, by reason of any misconduct, is permanently or temporarily enjoined by order, judgment, or decree of any court of competent jurisdiction from, among other things, acting as, engaging in or continuing any conduct or practice in connection with the purchase or sale of any security. Section 9(a)(3) of the Act extends the prohibitions of Section 9(a)(2) to a company, any “affiliated person” of which is disqualified under the provisions of Section 9(a)(2). “Affiliated person” is defined in Section 2(a)(3) of the Act to include, among others, any person directly or indirectly controlling, controlled by, or under common control with, the other person.

The entry of the Judgment would result in a disqualification of J.P. Morgan Securities under Section 9(a)(2) because it would be permanently enjoined by the District Court from engaging in conduct in violation of Section 15(c) of the Exchange Act in connection with the purchase or sale of any security. As a consequence, J.P. Morgan Securities would be unable to act as investment adviser, sub-adviser or depositor to the Funds or serve as principal underwriter to any Fund that is a registered open-end investment company, UIT, or registered face amount certificate company. Taken together, Sections 9(a)(2) and 9(a)(3) would have the effect of also precluding the other Applicants from providing advisory or sub-advisory services to, or serving as depositor of, any Fund, and would preclude such Applicants from serving as principal underwriter for any Fund that

is a registered open-end investment company, registered UIT, or registered face amount certificate company. The entry of the Judgment results in a disqualification of such Applicants under Section 9(a)(3) because J.P. Morgan Securities is an affiliated person of the other Applicants and has, by consenting to the entry of the Judgment, become subject to an injunction described in Section 9(a)(2). Other Covered Persons similarly would be disqualified pursuant to Section 9(a)(3) were they to act in any of the capacities listed in Section 9(a) with respect to a Fund.

Section 9(c) of the Act provides that, upon application, the Commission shall by order grant a person an exemption from the provisions of Section 9(a), either unconditionally or on an appropriate temporary or other conditional basis, if the person establishes that: (1) the prohibitions of Section 9(a), as applied to the person, are unduly or disproportionately severe; or (2) the conduct of the person has been such as not to make it against the public interest or the protection of investors to grant the exemption. In determining whether an exemption should be granted under Section 9(c), the Commission historically has analyzed the facts and circumstances of each case and has focused particularly on whether the parties seeking relief had no involvement in, or have remedied, the conduct that serves as the basis for disqualification under Section 9(a).⁵

In light of the Action, the Applicants submit this Application pursuant to Section 9(c) of the Act. In order to ensure the eligibility of the Applicants to continue to serve as investment adviser or sub-adviser of the Funds (including as general partner providing investment advisory services to the ESCs), or principal underwriter for each Fund that is a registered open-end investment company, and of the Applicants and other Covered Persons to serve in the future as investment adviser, sub-adviser or depositor of any Fund (including as general partner providing investment

⁵	Cf. Applications for Relief from Disqualification, Investment Company Act Release No. 8689 (Feb. 26, 1975).

advisory services to the ESCs), or principal underwriter for any Fund that is a open-end investment company, registered UIT, or registered face amount certificate company, Applicants seek (1) an order granting the requested relief to the Applicants and any other Covered Persons on a temporary basis pending the Commission’s determination with respect to a permanent exemption, and (2) a permanent order of the Commission exempting the Applicants and any other Covered Persons from the provisions of Section 9(a) of the Act.

III.

Statement in Support of Application

In support of their position that the Commission should issue the Orders, the Applicants assert the following statements.

A. The Limited Scope of the Alleged Misconduct

The alleged conduct giving rise to the Injunction did not involve any of the Applicants acting in the capacity of investment adviser, sub-adviser, or depositor for a Fund (including as general partner providing investment advisory services to ESCs) or principal underwriter for any registered open-end investment company, registered UIT or registered face amount certificate company. The alleged conduct did not relate to the Funds’ management or distribution. The alleged conduct did not involve any Fund or the assets of any Fund.

The legislative history of Section 9 of the Act indicates that the purpose of the section “was to get rid of persons with criminal records, persons who were under injunctions from the courts of competent jurisdiction for improper practices in connection with securities.”⁶ At the time Section 9 was adopted, investment companies typically were managed by relatively small partnerships. It could not have been foreseen that investment advisers and other service providers to investment

⁶	Investment Trusts and Investment Companies: Hearings on S. 3580 Before the Subcomm. on Securities and Exchange of the Senate Comm. on Banking and Currency, 76^th Cong., 3d Sess. 874 (1940) (statement of Judge Healy).

companies would in the future be part of large financial service organizations such as JPMC. As a result, the drafters of the provision could not have intended that Section 9 would operate as it does in the present case. That is, it was not intended that an investment company would have to be deprived of its management or distribution because of alleged violations that are not related to the manager’s or distributor’s activities. In the absence of improper practices relating to their Fund Service Activities, therefore, Applicants submit that Section 9(a) should not operate to bar them from serving the Funds and their shareholders.

As a result of the foregoing, the conduct of Applicants has not been such as to make it against the public interest or the protection of investors to grant the Application.

B. Hardships on the Funds and their Shareholders

The inability of the Applicants to continue to serve as investment adviser or subadviser of the Funds (including as general partner providing investment advisory services to ESCs) or principal underwriter for the Funds that are registered open-end investment companies would result in the Funds and their shareholders facing potentially severe hardships. Neither the protection of investors nor the public interest would be served by permitting the Section 9(a) disqualifications to apply to the Applicants because those disqualifications would deprive the shareholders of the Funds of the investment advisory or sub-advisory and underwriting services (including as general partner providing investment advisory services to ESCs) that shareholders expected the Funds would receive when they decided to invest in the Funds. In addition, the Funds would have to expend time and other resources to engage substitute advisers or sub-advisers (and/or general partners, in the case of certain ESCs) and principal underwriters. The prohibitions of Section 9(a) could, therefore, operate to the detriment of the financial interests of such Funds and their shareholders.

C. Adverse Effect on Applicants

The Injunction subjects each of the Applicants (other than J.P. Morgan Securities) to the prohibitions of Section 9(a) of the Act solely because J.P. Morgan Securities is an affiliated person of these companies within the meaning of the Act. Only J.P. Morgan Securities was a party to the Action and was alleged in the Complaint to have been involved in the activities that form the basis for the Injunction.

Prohibiting the Applicants from engaging in Fund Service Activities would not only adversely affect their business, but would also adversely affect their employees who are involved in these activities. The Applicants have committed substantial resources to establish an expertise in providing services covered by Section 9(a) of the Act to the Funds. Approximately 940 employees of the Applicants are actively involved in the provision of Fund Service Activities (not including a large number of employees of the Applicants who support the approximately 940 employees who would be adversely affected if the Applicants could no longer offer the Funds to its customers). Prohibiting the Applicants from serving as investment adviser or sub-adviser of and/or principal underwriter for Funds not only would affect Applicants’ businesses adversely, but also Applicants’ employees. For these reasons, the imposition of the Section 9(a) disqualification on the Applicants would be unduly and disproportionately severe.

Disqualifying the relevant Applicants from continuing to provide investment advisory services as general partner to the ESCs is not in the public interest or in furtherance of the protection of investors, and such disqualification would frustrate the expectations of the eligible employees who invested in the ESCs. Because the ESCs have been formed for certain key employees, officers and directors of JPMC and its affiliates, it would not be consistent with the purposes of the employees’ securities company provisions of the Act or the terms and conditions of the ESC orders to require another entity not affiliated with JPMC to manage the ESCs. In addition,

participating employees of JPMC and its affiliates likely subscribed for interests in the ESCs with the expectation that the ESCs would be managed by an affiliate of JPMC.

Finally, disqualifying the Applicants from serving in the capacities specified in Section 9(a) would be unduly and disproportionately severe given the remedial actions that J.P. Morgan Securities has taken to address the activity alleged in the Complaint.

D. Involvement of Applicants’ Personnel

To the best of Applicants’ knowledge: (i) none of the current directors, officers or employees of the Applicants (other than J.P. Morgan Securities) that are involved in providing Fund Service Activities (or any other persons in such roles during the time period covered by the Complaint) participated in the conduct alleged in the Complaint to have constituted the violations that provide a basis for the Injunction; (ii) the personnel at J.P. Morgan Securities who participated in the conduct alleged in the Complaint to have constituted the violations that provided a basis for the Injunction have had no, and will not have any, involvement in providing Fund Service Activities (including as general partners providing investment advisory services to ESCs) to the Funds on behalf of Applicants or other Covered Persons; and (iii) because the personnel of the Applicants (other than J.P. Morgan Securities) did not participate in the conduct alleged in the Complaint to have constituted the violations that provide a basis for the Injunction, the shareholders of these Funds were not affected any differently than if those Funds had received services from any other non affiliated investment adviser or principal underwriter.

Applicants believe the conduct of Applicants has not been such as to make it against the public interest or the protection of investors to grant the requested exemption from Section 9(a).

E. Remedial Actions to Address the Conduct Alleged in the Complaint

After extensive investigation, the Commission staff and J.P. Morgan Securities have negotiated a settlement reflected in the Complaint, the Consent and the Judgment. J.P. Morgan

Securities, JPMorgan Chase Bank, N.A. and J.P. Morgan Chase & Co. have also negotiated a settlement with the Internal Revenue Service (“IRS”) with respect to the alleged misconduct, with a closing agreement to be executed upon receipt of payment. As part of that settlement, the IRS has agreed that for purposes of determining compliance by affected bond issuers with the arbitrage requirements of Section 148 of the Internal Revenue Code of 1986, as amended, the transactions affected by the conduct at issue will be deemed to have been entered into on terms which represented the fair market value of such transactions and the bondholders of the affected bond issues will not be required to include in their gross income any interest on the affected bond issues because of the conduct at issue.

F. Actions Taken with Respect to the Funds

To provide further assurance that the exemptive relief being requested herein would be consistent with the public interest and the protection of investors, the Applicants undertake that they will, as soon as reasonably practical, distribute to the boards of directors (“Boards”) of the Funds written materials describing the circumstances that led to the Injunction, any impact on the Funds and this Application. The written materials will include an offer to discuss the materials at an in-person meeting with each Board for which the Applicants provide Fund Service Activities (excluding for this purpose, the ESCs), including the directors who are not “interested persons” of such Funds as defined in Section 2(a)(19) of the Act and their independent legal counsel as defined in rule 0-1(a)(6) under the Act. The Applicants undertake to provide such Funds’ Boards with the information concerning the Injunction and this Application necessary for those Funds to fulfill their disclosure and other obligations under the federal securities laws and will provide them a copy of the Judgment as entered by the District Court.

G. Applicant’s Prior Section 9(c) Orders

Certain of the Applicants and their affiliates previously have applied for and obtained the following orders under Section 9(c).

CDO

On June 21, 2011, the Commission filed a complaint (the “CDO Complaint”) against JPMS in the United States District for the Southern District of New York (the “New York District Court”) in a civil action captioned Securities and Exchange Commission v. J.P. Morgan Securities LLC (f/k/a J.P. Morgan Securities Inc.). The CDO Complaint alleged that JPMS violated Sections 17(a)(2) and (3) of the Securities Act. The conduct of JPMS alleged in the CDO Complaint involved an offering of a largely synthetic collateralized debt obligation (“CDO”) whose portfolio consisted primarily of credit default swaps referencing other CDO securities to qualified institutional buyers in reliance on the exemption from registration under the Securities Act provided by Rule 144A thereunder and to non-U.S. persons in reliance on the safe harbor from registration provided by Regulation S thereunder. The CDO Complaint alleged that JPMS represented in marketing materials that the collateral manager selected the CDO’s investment portfolio but failed to disclose the hedge fund that purchased the subordinated notes (or “equity”), which also took the short position on roughly half of the portfolio’s assets, played a significant role in the selection process. On June 17, 2011, JPMS executed a consent in which it neither admitted nor denied any of the allegations, except as to personal and subject matter jurisdiction, but consented to the entry of an injunction (the “CDO Injunction”) and agreed to pay disgorgement of $18.6 million with prejudgment interest thereon in the amount of $2 million, and a civil penalty in the amount of $133 million. The New York District Court entered a final judgment against JPMS (the “CDO Final Judgment”) on June 29, 2011, that, among other things, restrained and enjoined JPMS from violating the statues cited in the CDO Complaint. JPMS also agreed to comply with certain undertakings.

The Commission pursuant to Section 9(c) temporarily exempted JPMS, and any other existing company of which JPMS is an affiliated person or any other company of which JPMS may become an affiliated person in the future, from the provisions of Section 9(a) of the Act with respect to the CDO Injunction. Investment Company Act Release Nos. IC-29711; 812-13914 (June 29, 2011) (notice and temporary order). The applicants have requested a final order exempting JPMS, and any other existing company of which JPMS is an affiliated person or any other company of which JPMS may become an affiliated person in the future, from the provisions of Section 9(a) of the Act with respect to the CDO Injunction.

Enron

On July 28, 2003, the Commission filed a complaint (the “Enron Complaint”) against JPMC in the United States District Court for the Southern District of Texas (the “Texas District Court”) in a civil action captioned Securities and Exchange Commission v. JPMorgan Chase & Co. The Enron Complaint alleged that JPMC aided and abetted violations by Enron Corp. (“Enron”) of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. The alleged violations occurred in connection with Enron’s financial statement disclosure of transactions with one or more affiliates of JPMC between 1997 and 2001. On July 24, 2003, JPMC executed a consent in which it neither admitted nor denied any of the allegations in the Enron Complaint, except as to jurisdiction, but consented to the entry of an injunction (the “Enron Injunction”) and agreed to pay $135 million in disgorgement, civil penalties and interest. The Texas District Court entered a final judgment against JPMC (the “Enron Final Judgment”) on July 28, 2003, that, among other things, enjoined JPMC, directly or through its officers, directors, agents and employees, from violating the statutes and rules cited in the Enron Complaint. Additionally, the Enron Final Judgment ordered JPMC to make payments aggregating $135 million.

The Commission pursuant to Section 9(c) exempted JPMC, and any other existing company of which JPMC is an affiliated person and any other company of which JPMC may become an affiliated person in the future, from the provisions of Section 9(a) of the Act with respect to the Enron Injunction. Investment Company Act Release Nos. IC-26141; 812-12991 (July 28,2003) (notice and temporary order) and IC-26168; 812-12991 (Aug. 26, 2003) (permanent order).

IPOs

On October 1, 2003, the Commission filed a complaint (the “IPO Complaint”) against J.P. Morgan Securities Inc. (predecessor to JPMS, “JPMSI”) in the United States District Court for the District of Columbia (the “D.C. District Court”) in a civil action captioned Securities and Exchange Commission v. J.P. Morgan Securities Inc. The IPO Complaint alleged that JPMSI violated Rule 101 of Regulation M [17 C.F.R. §242.l01] under the Exchange Act by attempting to induce certain institutional customers to place orders for shares in the aftermarket for certain initial public offerings (“IPOs”) it underwrote during the restricted period of such IPOs. The IPO Complaint also alleged that JPMSI violated then NASD, Inc. (“NASD”) Conduct Rule 2110 by persuading one or more institutional customers to take an allocation of a “cold” IPO by promising to reward the customer with an allocation of an upcoming “hot” IPO. On September 18, 2003, JPMSI executed a consent in which it neither admitted nor denied any of the allegations in the IPO Complaint, except as to jurisdiction, but consented to the imposition of an injunction (the “IPO Injunction”) and a payment of a civil penalty of $25 million. On October 8, 2003, the D.C. District Court entered a final judgment against JPMSI (the “IPO Final Judgment”) that, among other things, enjoined JPMSI, its officers, agents, servants, employees, attorneys, and all persons in active concert or participation with JPMSI who receive actual notice of the IPO Final Judgment, from violating Rule 101 of Regulation M [17 C.F.R. §242.10l] under the Exchange Act and then NASD

Conduct Rule 2110. Additionally, the IPO Final Judgment ordered JPMSI to make payments aggregating $25 million.

The Commission pursuant to Section 9(c) exempted JPMSI, and any other existing company of which JPMSI is an affiliated person and any other company of which JPMSI may become an affiliated person in the future, from the provisions of Section 9(a) of the Act with respect to the IPO Injunction. Investment Company Act Release No. IC-26205 (Oct. 8, 2003) (notice and temporary order) and IC-26249 (Nov. 4, 2003) (permanent order).

Research Analysts - JPMSI

On April 28, 2003, the Commission filed a complaint (the “JPMSI Research Analysts Complaint”) against JPMSI in the United States District Court for the Southern District of New York (the “New York District Court”) in a civil action captioned Securities and Exchange Commission v. J.P. Morgan Securities Inc. The JPSMI Research Analysts Complaint alleged that JPMSI violated then Conduct Rules 2110, 22l0(d)(1)(A), and 3010 of the NASD and Rules 342, 401, 472, and 476(a)(6) of the New York Stock Exchange, Inc. (“NYSE”) (such NYSE and NASD rules together, “Exchange Rules”) by engaging in acts and practices that imposed conflicts of interest on its research analysts. The Complaint also alleged that JPMSI failed to: (a) disclose that JPMSI made payments for research to other broker-dealers not involved in an underwriting transaction and (b) establish and maintain adequate policies, systems, and procedures to detect and prevent the foregoing investment banking influences and conflicts of interest.

On April 21, 2003, JPMSI executed a Consent of JPMSI (the “JPMSI Research Analysts Consent”) in which it neither admitted nor denied any of the allegations in the JPMSI Research Analysts Complaint, except as to jurisdiction, but consented to the imposition of an injunction, certain other equitable relief, and a payment of $80 million. On October 31, 2003, the New York District Court entered a Final Judgment As To Defendant JPMSI (the “JPMSI Research Analysts

Final Judgment”) that, among other things, enjoined JPMSI, directly or through its officers, directors, agents and employees, from violating then NASD Conduct Rules 2110, 2210, and 3010 and NYSE Rules 342, 401, 472, and 476 (the “JPMSI Research Analysts Injunction”). Additionally, the JPMSI Research Analysts Final Judgment ordered JPMS to make payments aggregating $80 million. JPMSI also agreed to comply with certain undertakings, including, among other things, adopting and implementing policies and procedures relating to certain research activities.

The Commission pursuant to Section 9(c) exempted JPMSI, and any other existing company of which JPMSI is an affiliated person and any other company of which JPMSI may become an affiliated person in the future, from the provisions of Section 9(a) of the Act with respect to the JPMSI Research Analysts Injunction. Investment Company Act Release Nos. IC-26239 (Oct. 31, 2003) (notice and temporary order) and IC-27134 (Oct. 27, 2005) (permanent order).

Research Analysts - Bear Stearns

On or about April 28, 2003, the Commission filed a complaint (the “Bear Research Analysts Complaint”) against Bear, Stearns & Co. Inc. (“BS&Co.”) in the New York District Court in a civil action captioned Securities and Exchange Commission v. Bear, Stearns & Co. Inc. BS&Co. then executed a consent and undertaking in which BS&Co. neither admitted nor denied any of the allegations in the Bear Research Analysts Complaint, except as to jurisdiction, but consented to the entry of a final judgment against BS&Co. by the New York District Court (the “Bear Final Judgment”). The Bear Final Judgment, among other things, enjoined BS&Co., directly or through its officers, directors, agents and employees, from violating Rules 401, 476, 472 and 342 of the NYSE and then Rules 2110, 2210 and 3010 of the NASD (the “Bear Research Analysts Injunction”). Additionally, the Bear Final Judgment ordered BS&Co. to make payments

aggregating $80 million, and to comply with the undertakings set forth in the Bear Final Judgment. Those undertakings involve the adoption and implementation of policies and procedures relating to BS&Co.’s research practices.

The Commission pursuant to Section 9(c) exempted BS&Co. and any other existing company of which BS&Co. is an affiliated person and any other company of which BS&Co. may become an affiliated person in the future, from the provisions of Section 9(a) of the Act with respect to the Bear Research Analysts Injunction. Investment Company Act Release Nos. IC-26237 (Oct. 31, 2003) (notice and temporary order) and IC-27136 (Oct. 27, 2005) (permanent order).

Because these previously obtained Section 9(c) orders were necessitated by actions brought by the Commission involving facts and circumstances that do not bear on this Application, they have little, if any, relevance to whether this Application should be granted. Rather, this Application should be evaluated on its own merits, and granted for the reasons discussed above.

E. Applicants’ Condition

The Applicants agree that any order granted by the Commission pursuant to this Application will be subject to the following condition:

Any temporary exemption granted pursuant to the Application shall be without prejudice to, and shall not limit the Commission’s rights in any manner with respect to, any Commission investigation of, or administrative proceedings involving or against, Covered Persons, including without limitation, the consideration by the Commission of a permanent exemption from Section 9(a) of the Act requested pursuant to the Application or the revocation or removal of any temporary exemptions granted under the Act in connection with the Application.

J. Conclusion

For the reasons set forth above, each of the Applicants meets the standards for exemption specified in Section 9(c) of the Act and, therefore, respectfully apply, on behalf of themselves and the Covered Persons, for the entry of the Orders by the Commission.

IV.

Authorization

Pursuant to Rule 0-2(f) under the Act, the Applicants state that their addresses are as indicated on the cover page of this Application and further state that all communications or questions concerning this Application should be directed to:

Michael Coyne, Esq.

JPMorgan Chase & Co.

One Chase Manhattan Plaza

New York, NY 10005-1401

with a copy to:

Stephanie Avakian, Esq.

WilmerHale LLP

399 Park Avenue

New York, NY 10022

James E. Anderson, Esq.

John M. Faust, Esq.

WilmerHale LLP

1875 Pennsylvania Ave, NW

Washington, DC 20006

The Applicants request that the Commission issue the requested orders pursuant to Rule 0-5 under the Act without conducting a hearing.

Pursuant to Rule 0-2(c)(1) under the Act, each Applicant states that under the provisions of each Applicant’s governing instruments, the responsibility for the management of its affairs and business is vested in its Chief Executive Officer, Board of Directors, officers, or other governing body, as applicable. Each Applicant represents that the undersigned individual is authorized to file this Application in its name and on its behalf. The certifications required by Rule 0-2(c)(1) under the Act are included on the signature pages to this Application.

The Applicant named below has caused this Application to be duly signed on its behalf on the 7th day of July, 2011. The authorization required by rule 0-2(c) under the Act is included in Exhibit A-1 to this Application. All action by stockholders, trustees, directors, or other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his or her knowledge, information and belief.


J.P. MORGAN SECURITIES LLC

By:		/s/ CARLOS M. HERNANDEZ
Name:		Carlos M. Hernandez
Title:		President, Managing Director

The Applicant named below has caused this Application to be duly signed on its behalf on the 7th day of July, 2011. The authorization required by rule 0-2(c) under the Act is included in Exhibit A-2 to this Application. All action by stockholders, trustees, directors, or other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his or her knowledge, information and belief.


BEAR STEARNS ASSET MANAGEMENT INC.

By:		/S/ GREG QUENTAL
Name:		Greg Quental
Title:		Director and Managing Director

The Applicant named below has caused this Application to be duly signed on its behalf on the 7th day of July, 2011. The authorization required by rule 0-2(c) under the Act is included in Exhibit A-3 to this Application. All action by stockholders, trustees, directors, or other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his or her knowledge, information and belief.


BEAR STEARNS HEALTH INNOVENTURES MANAGEMENT, L.L.C.

By:		/S/ TODD HESSE
Name:		Todd Hesse
Title:		Managing Director

The Applicant named below has caused this Application to be duly signed on its behalf on the 7th day of July, 2011. The authorization required by rule 0-2(c) under the Act is included in Exhibit A-4 to this Application. All action by stockholders, trustees, directors, or other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his or her knowledge, information and belief.


BSCGP INC.

By:		/S/ TODD HESSE
Name:		Todd Hesse
Title:		Managing Director

The Applicant named below has caused this Application to be duly signed on its behalf on the 7th day of July, 2011. The authorization required by rule 0-2(c) under the Act is included in Exhibit A-5 to this Application. All action by stockholders, trustees, directors, or other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his or her knowledge, information and belief.


CONSTELLATION GROWTH CAPITAL LLC

By:		/S/ FAITH ROSENFELD
Name:		Faith Rosenfeld
Title:		Chief Administrative Officer

The Applicant named below has caused this Application to be duly signed on its behalf on the 7th day of July, 2011. The authorization required by rule 0-2(c) under the Act is included in Exhibit A-6 to this Application. All action by stockholders, trustees, directors, or other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his or her knowledge, information and belief.


CONSTELLATION VENTURES MANAGEMENT II, LLC

By:		/S/ TODD HESSE
Name:		Todd Hesse
Title:		Managing Director

The Applicant named below has caused this Application to be duly signed on its behalf on the 7th day of July, 2011. The authorization required by rule 0-2(c) under the Act is included in Exhibit A-7 to this Application. All action by stockholders, trustees, directors, or other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his or her knowledge, information and belief.


HIGHBRIDGE CAPITAL MANAGEMENT, LLC

By:		/S/ JOHN OLIVA
Name:		John Oliva
Title:		Chief Compliance Officer

The Applicant named below has caused this Application to be duly signed on its behalf on the 7th day of July, 2011. The authorization required by rule 0-2(c) under the Act is included in Exhibit A-8 to this Application. All action by stockholders, trustees, directors, or other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his or her knowledge, information and belief.


JF INTERNATIONAL MANAGEMENT INC.

By:		/S/ ROGER HEPPER
Name:		Roger Hepper
Title:		Director

The Applicant named below has caused this Application to be duly signed on its behalf on the 7th day of July, 2011. The authorization required by rule 0-2(c) under the Act is included in Exhibit A-9 to this Application. All action by stockholders, trustees, directors, or other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his or her knowledge, information and belief.


JPMORGAN ASSET MANAGEMENT (UK) LIMITED

By:		/S/ JAMES B. BRODERICK
Name:		James B. Broderick
Title:		Chief Executive Officer and Director

The Applicant named below has caused this Application to be duly signed on its behalf on the 7th day of July, 2011. The authorization required by rule 0-2(c) under the Act is included in Exhibit A-10 to this Application. All action by stockholders, trustees, directors, or other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his or her knowledge, information and belief.


JPMORGAN DISTRIBUTION SERVICES, INC.

By:		/S/ ROBERT L. YOUNG
Name:		Robert L. Young
Title:		Director and Managing Director

The Applicant named below has caused this Application to be duly signed on its behalf on the 7th day of July, 2011. The authorization required by rule 0-2(c) under the Act is included in Exhibit A-11 to this Application. All action by stockholders, trustees, directors, or other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his or her knowledge, information and belief.


J.P. MORGAN INSTITUTIONAL INVESTMENTS, INC.

By:		/S/ GEORGE C. W. GATCH
Name:		George C. W. Gatch
Title:		Chief Executive Officer, President and Director

The Applicant named below has caused this Application to be duly signed on its behalf on the 7th day of July, 2011. The authorization required by rule 0-2(c) under the Act is included in Exhibit A-12 to this Application. All action by stockholders, trustees, directors, or other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his or her knowledge, information and belief.


J.P. MORGAN INVESTMENT MANAGEMENT INC.

By:		/S/ GEORGE C. W. GATCH
Name:		George C. W. Gatch
Title:		Chief Executive Officer, President and Director

The Applicant named below has caused this Application to be duly signed on its behalf on the 7th day of July, 2011. The authorization required by rule 0-2(c) under the Act is included in Exhibit A-13 to this Application. All action by stockholders, trustees, directors, or other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his or her knowledge, information and belief.


J.P. MORGAN LATIN AMERICA MANAGEMENT COMPANY, LLC

By:		/S/ ANA CAPELLA GOMEZ-ACEBO
Name:		Ana Capella Gomez-Acebo
Title:		Managing Director

The Applicant named below has caused this Application to be duly signed on its behalf on the 7th day of July, 2011. The authorization required by rule 0-2(c) under the Act is included in Exhibit A-14 to this Application. All action by stockholders, trustees, directors, or other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his or her knowledge, information and belief.


J.P. MORGAN PARTNERS, LLC

By:		/S/ ANA CAPELLA GOMEZ-ACEBO
Name:		Ana Capella Gomez-Acebo
Title:		Managing Director

The Applicant named below has caused this Application to be duly signed on its behalf on the 7th day of July, 2011. The authorization required by rule 0-2(c) under the Act is included in Exhibit A-15 to this Application. All action by stockholders, trustees, directors, or other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his or her knowledge, information and belief.


J.P. MORGAN PRIVATE INVESTMENTS INC.

By:		/S/ MICHAEL RACZYNSKI
Name:		Michael Raczynski
Title:		Chief Compliance Officer and Vice President

The Applicant named below has caused this Application to be duly signed on its behalf on the 7th day of July, 2011. The authorization required by rule 0-2(c) under the Act is included in Exhibit A-16 to this Application. All action by stockholders, trustees, directors, or other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his or her knowledge, information and belief.


OEP CO-INVESTORS MANAGEMENT II, LTD.

By:		/S/ RICHARD M. CASHIN
Name:		Richard M. Cashin
Title:		President

The Applicant named below has caused this Application to be duly signed on its behalf on the 7th day of July, 2011. The authorization required by rule 0-2(c) under the Act is included in Exhibit A-17 to this Application. All action by stockholders, trustees, directors, or other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his or her knowledge, information and belief.


OEP CO-INVESTORS MANAGEMENT III, LTD.

By:		/s/ RICHARD M. CASHIN
Name:		Richard M. Cashin
Title:		President

The Applicant named below has caused this Application to be duly signed on its behalf on the 7th day of July, 2011. The authorization required by rule 0-2(c) under the Act is included in Exhibit A-18 to this Application. All action by stockholders, trustees, directors, or other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his or her knowledge, information and belief.


SECURITY CAPITAL RESEARCH & MANAGEMENT INCORPORATED

By:		/S/ ANTHONY R. MANNO JR.
Name:		Anthony R. Manno Jr.
Title:		Chief Executive Officer, President and Director

The Applicant named below has caused this Application to be duly signed on its behalf on the 7th day of July, 2011. The authorization required by rule 0-2(c) under the Act is included in Exhibit A-19 to this Application. All action by stockholders, trustees, directors, or other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his or her knowledge, information and belief.


SIXTY WALL STREET GP CORPORATION

By:		/s/ ANA CAPELLA GOMEZ-ACEBO
Name:		Ana Capella Gomez-Acebo
Title:		Managing Director

The Applicant named below has caused this Application to be duly signed on its behalf on the 7th day of July, 2011. The authorization required by rule 0-2(c) under the Act is included in Exhibit A-20 to this Application. All action by stockholders, trustees, directors, or other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his or her knowledge, information and belief.


SIXTY WALL STREET MANAGEMENT COMPANY, LLC

By:		/s/ ANA CAPELLA GOMEZ-ACEBO
Name:		Ana Capella Gomez-Acebo
Title:		Managing Director

The Applicant named below has caused this Application to be duly signed on its behalf on the 7th day of July, 2011. The authorization required by rule 0-2(c) under the Act is included in Exhibit A-21 to this Application. All action by stockholders, trustees, directors, or other bodies necessary to authorize deponent to execute and file such instrument has been taken. The undersigned is familiar with such instrument, and the contents thereof, and that the facts therein set forth are true to the best of his or her knowledge, information and belief.


TECHNOLOGY COINVESTORS MANAGEMENT, LLC

By:		/s/ ANA CAPELLA GOMEZ-ACEBO
Name:		Ana Capella Gomez-Acebo
Title:		Managing Director

Exhibit A-1

Authorization

Officer’s Certificate

The undersigned, being duly elected Vice President and Assistant Secretary of J.P. MORGAN SECURITIES LLC (“JPMS”), does hereby certify that this Application is signed by Carlos M. Hernandez, elected President and Managing Director of JPMS pursuant to the general authority vested in him as such under JPMS policy and required documents.