[Federal Register Volume 76, Number 129 (Wednesday, July 6, 2011)]
[Notices]
[Pages 39447-39449]
[FR Doc No: 2011-16818]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. IC-29711; File No. 812-13914]

J.P. Morgan Securities LLC, et al.; Notice of Application and
Temporary Order

June 29, 2011.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Temporary order and notice of application for a permanent order
under section 9(c) of the Investment Company Act of 1940 (``Act'').

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    Summary of Application: Applicants have received a temporary order
exempting them from section 9(a) of the Act, with respect to an
injunction entered against J.P. Morgan Securities LLC (``J.P. Morgan
Securities'') on June 29, 2011 by the United States District Court for
the Southern District of New York (``Injunction''), until the
Commission takes final action on an application for a permanent order.
Applicants also have applied for a permanent order.
    Applicants: 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'').\1\
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    \1\ Applicants request that any relief granted pursuant to the
application also apply to any other company of which J.P. Morgan
Securities is or may become an affiliated person within the meaning
of Section 2(a)(3) of the Act (together with the Applicants, the
``Covered Persons'').
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    Filing Date: The application was filed on June 21, 2011 and amended
on June 29, 2011.
    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 July 25, 2011, 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, U.S. Securities and Exchange Commission, 100 F
Street, NE., Washington, DC 20549-1090; Applicants: J.P. Morgan

Securities, 338 Madison Avenue, New York, NY 10179; BSAM, BSHIM, BSCGP,
Constellation II, JPMII, JPMIM, JPMLAM, JPMP, JPMPI, Sixty Wall GP,
Sixty Wall Management, and TCM, 270 Park Avenue, New York, NY 10017;
Constellation and Highbridge, 49 West 57th Street, 32nd Floor, New
York, NY 10019; JFIMI, 21st Floor, Chater House, 8 Connaught Road
Central, Hong Kong; JPMAMUK, 125 London Wall, London, UK EC2Y5AJ;
JPMDS, 1111 Polaris Pkwy, Columbus, Ohio 43240; OEP Entities, 320 Park
Avenue, 18th Floor, New York, NY 10022; and Security Capital, 10 South
Dearborn Street, Suite 1400, Chicago, IL 60603.

FOR FURTHER INFORMATION CONTACT: Laura J. Riegel, at<PHONE_NUMBER>, or
Dalia Osman Blass, Branch Chief, at<PHONE_NUMBER> (Division of
Investment Management, Office of Investment Company Regulation).

SUPPLEMENTARY INFORMATION: The following is a temporary order and a
summary of the application. The complete application may be obtained
via the Commission's Web site by searching for the file number, or an
applicant using the Company name box, at http://www.sec.gov/search/search.htm, or by calling<PHONE_NUMBER>.
    Applicants' Representations:
    1. Each of the Applicants (other than Constellation and Highbridge)
is either directly or indirectly a wholly-owned subsidiary of J.P.
Morgan Chase & Co. (``JPMC''). Each of Constellation and Highbridge is
an indirect, majority-owned subsidiary of JPMC. JPMC is a financial
services holding company whose businesses provide a broad range of
financial services. J.P. Morgan Securities is registered as a broker-
dealer under the Securities Exchange Act of 1934, as amended
(``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 an investment
adviser, sub-adviser, depositor or principal underwriter (as defined in
section 2(a)(29) of the Act) for any of the registered investment
companies (``Funds'') or employees' securities companies (``ESCs,'' and
included in the term Funds), as defined in section 2(a)(13) of the Act.
BSAM is registered as an investment adviser under the Advisers Act and
serves as investment adviser or sub-adviser to various Funds, including
as general partner that provides investment advisory services to
various ESCs.\2\ BSHIM, BSCGP, Constellation II, the OEP Entities and
TCM serve as general partners that provide investment advisory services
to various ESCs. Constellation serves as a sub-adviser to various ESCs.
Highbridge, JFIMI, JPMAMUK, JPMIM, JPMPI, and Security Capital are
registered as investment advisers under the Advisers Act and serve as
investment advisers or sub-advisers to various Funds. JPMLAM, JPMP,
Sixty Wall GP and Sixty Wall Management are registered as investment
advisers under the Advisers Act and serve as investment advisers or
sub-advisers to ESCs. JPMDS is registered as a broker-dealer under the
Exchange Act and serves as principal underwriter to certain Funds.
JPMII is registered as a broker-dealer under the Exchange Act and
serves as placement agent to certain Funds.\3\
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    \2\ Every Applicant that is a general partner that provides
investment advisory services to one or more ESCs believes, for
purposes of the application, that it is performing a function that
falls within the definition of ``investment adviser'' in section
2(a)(20) of the Act.
    \3\ JPMII serves as placement agent to JPMorgan Institutional
Trust with respect to three series. 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, as
amended. JPMII believes, for purposes of the application, that it is
performing a function that falls within the definition of
``principal underwriter'' in Section 2(a)(29) of the Act.
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    2. On June 29, 2011, the United States District Court for the
Southern District of New York entered a judgment, which included the
Injunction, against J.P. Morgan Securities (``Final Judgment'') in a
matter brought by the Commission.\4\ The conduct of J.P. Morgan
Securities alleged in the Complaint involved an offering of a largely
synthetic collateralized debt obligation (``CDO'') whose portfolio
consisted primarily of credit default swaps referencing other CDO
securities. The Complaint alleged that J.P. Morgan Securities
represented in marketing materials that the collateral manager selected
the CDO's investment portfolio but failed to disclose that a hedge fund
that purchased the subordinated notes (or ``equity''), which also took
the short position on roughly half of the portfolio assets, played a
significant role in the selection process. The Final Judgment would
restrain and enjoin J.P. Morgan Securities from violating sections
17(a)(2) and 17(a)(3) of the Securities Act. Without admitting or
denying any of the allegations in the Complaint, except as to personal
and subject matter jurisdiction, J.P. Morgan Securities consented to
the entry of the Final Judgment and other equitable relief including
certain undertakings.
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    \4\ U.S. Securities and Exchange Commission v. J.P. Morgan
Securities LLC (f/k/a J.P. Morgan Securities Inc.) Case No. 1:11-cv-
04206-RMB (S.D.N.Y. June 29, 2011).
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    Applicants' Legal Analysis:
    1. Section 9(a)(2) of the Act, in relevant part, prohibits a person
who has been enjoined from engaging in or continuing any conduct or
practice in connection with the purchase or sale of a security, or in
connection with activities as an underwriter, broker or dealer, from
acting, among other things, as an investment adviser or depositor of
any registered investment company or a principal underwriter for any
registered open-end company, registered unit investment trust or
registered face-amount certificate company. Section 9(a)(3) of the Act
makes the prohibition in section 9(a)(2) applicable to a company, any
affiliated person of which has been disqualified under the provisions
of section 9(a)(2). Section 2(a)(3) of the Act defines ``affiliated
person'' to include, among others, any person directly or indirectly
controlling, controlled by, or under common control with, the other
person. Applicants state that J.P. Morgan Securities is an affiliated
person of each of the other Applicants within the meaning of section
2(a)(3) of the Act. Applicants state that the entry of the Injunction
results in Applicants being subject to the disqualification provisions
of section 9(a) of the Act.
    2. Section 9(c) of the Act provides that the Commission shall grant
an application for exemption from the disqualification provisions of
section 9(a) if it is established that these provisions, as applied to
the applicants, are unduly or disproportionately severe or that the
applicants' conduct has been such as not to make it against the public
interest or the protection of investors to grant the exemption.
Applicants have filed an application pursuant to section 9(c) seeking a
temporary and permanent order exempting them and other Covered Persons
from the disqualification provisions of section 9(a) of the Act.
    3. Applicants believe they meet the standard for exemption
specified in section 9(c). Applicants state that the prohibitions of
section 9(a) as applied to them would be unduly and disproportionately
severe and that the conduct of the Applicants has been such as not to
make it against the public interest or the protection of investors to
grant the exemption from section 9(a).
    4. Applicants state that 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 any Fund (including
as general partner providing investment advisory services to ESCs) or
as principal underwriter for any registered open-end company,
registered unit investment trust or registered face-

amount certificate company. Applicants also state that to the best of
their knowledge, none of the current directors, officers, or employees
of the Applicants that are involved in providing services as investment
adviser or sub-adviser of the Funds (including as general partner
providing investment advisory services to ESCs) or principal
underwriter for any registered open-end company (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.
Applicants further represent that 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
advisory, depositary (including as general partner providing investment
advisory services to ESCs) to the Funds or principal underwriting
services to any registered open-end company, registered unit investment
trust, or registered face-amount certificate company on the behalf of
the Applicants or other Covered Persons. Applicants also represent that
because the personnel of the Applicants (other than those at 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 those Funds were not affected any
differently than if those Funds had received services from any other
non-affiliated investment adviser or principal underwriter. Applicants
state that the alleged conduct did not involve any Fund or the assets
of any Fund.
    5. Applicants state that their inability to continue to provide
investment advisory and subadvisory services to the Funds (including as
general partner providing investment advisory services to ESCs) and
principal underwriting services to any registered open-end company
would result in potential hardship for the Funds and their
shareholders. Applicants state that they will, as soon as reasonably
practical, distribute written materials, including an offer to meet in
person to discuss the materials, to the boards of directors of the
Funds (``Boards'') (excluding, for this purpose, the ESCs) for which
the Applicants serve as investment adviser, investment sub-adviser or
principal underwriter, including the directors who are not ``interested
persons,'' as defined in section 2(a)(19) of the Act, of such Funds,
and their independent legal counsel, if any, describing the
circumstances that led to the Injunction and any impact on the Funds,
and the application. Applicants state they will provide the Boards with
the information concerning the Injunction and the application that is
necessary for the Funds to fulfill their disclosure and other
obligations under the Federal securities laws.
    6. Applicants also state that, if they were barred from providing
services to the Funds, the effect on their businesses and employees
would be severe. Applicants state that they have committed substantial
resources to establishing expertise in providing advisory and
distribution services to Funds. Applicants further state that
prohibiting them from providing such services would not only adversely
affect their businesses, but would also adversely affect about 940
employees who are involved in those activities. Applicants also state
that disqualifying certain Applicants from continuing to provide
investment advisory services to the ESCs is not in the public interest
or in the furtherance of the protection of investors. 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 ESC 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 JPM and its affiliates
likely subscribed for interests in the ESCs with the expectation that
the ESCs would be managed by an affiliate of JPMC.
    7. Certain of the Applicants previously have applied for and
received exemptions under section 9(c) as the result of conduct that
triggered section 9(a) of the Act, as described in greater detail in
the application.
    Applicants' Condition:
    Applicants agree that any order granting the requested relief 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.
    Temporary Order:
    The Commission has considered the matter and finds that Applicants
have made the necessary showing to justify granting a temporary
exemption.
    Accordingly,
    It is hereby ordered, pursuant to section 9(c) of the Act, that
Applicants and any other Covered Persons are granted a temporary
exemption from the provisions of section 9(a), solely with respect to
the Injunction, subject to the condition in the application, from June
29, 2011, until the Commission takes final action on their application
for a permanent order.

    By the Commission.
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2011-16818 Filed 7-5-11; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 87, Number 107 (Friday, June 3, 2022)]
[Notices]
[Page 33803]
[FR Doc No: 2022-11907]

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DEPARTMENT OF HOMELAND SECURITY

Federal Emergency Management Agency

[Internal Agency Docket No. FEMA-4500-DR; Docket ID FEMA-2022-0001]

Connecticut; Amendment No. 9 to Notice of a Major Disaster
Declaration

AGENCY: Federal Emergency Management Agency, DHS.

ACTION: Notice.

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SUMMARY: This notice amends the notice of a major disaster declaration
for the State of Connecticut (FEMA-4500-DR), dated March 28, 2020, and
related determinations.

DATES: This change occurred on May 17, 2022.

FOR FURTHER INFORMATION CONTACT: Dean Webster, Office of Response and
Recovery, Federal Emergency Management Agency, 500 C Street SW,
Washington, DC 20472,<PHONE_NUMBER>.

SUPPLEMENTARY INFORMATION: The Federal Emergency Management Agency
(FEMA) hereby gives notice that pursuant to the authority vested in the
Administrator, under Executive Order 12148, as amended, Lori A.
Ehrlich, of FEMA is appointed to act as the Federal Coordinating
Officer for this disaster.
    This action terminates the appointment of Paul F. Ford as Federal
Coordinating Officer for this disaster.

    The following Catalog of Federal Domestic Assistance Numbers
(CFDA) are to be used for reporting and drawing funds: 97.030,
Community Disaster Loans; 97.031, Cora Brown Fund; 97.032, Crisis
Counseling; 97.033, Disaster Legal Services; 97.034, Disaster
Unemployment Assistance (DUA); 97.046, Fire Management Assistance
Grant; 97.048, Disaster Housing Assistance to Individuals and
Households In Presidentially Declared Disaster Areas; 97.049,
Presidentially Declared Disaster Assistance--Disaster Housing
Operations for Individuals and Households; 97.050, Presidentially
Declared Disaster Assistance to Individuals and Households--Other
Needs; 97.036, Disaster Grants--Public Assistance (Presidentially
Declared Disasters); 97.039, Hazard Mitigation Grant.

Deanne Criswell,
Administrator, Federal Emergency Management Agency.
[FR Doc. 2022-11907 Filed 6-2-22; 8:45 am]
BILLING CODE 9111-23-P