JPMorgan Trust II
245 Park Avenue
New York, NY 10167
March 17, 2009
VIA EDGAR
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Filing Desk
Re: | JPMorgan Trust II |
Ladies and Gentlemen:
On behalf of JPMorgan Trust II, we hereby submit for filing via EDGAR under Rule 488 of the Securities Act of 1933, the Registration statement on Form N-14 with respect to the following proposed reorganizations, among others:
Trust | Acquired Fund |
| Trust | Acquiring Fund |
JPMorgan Trust II | JPMorgan Diversified Mid Cap Value Fund | merges with and into | J.P. Morgan Fleming Mutual Fund Group, Inc. | JPMorgan Mid Cap Value Fund |
JPMorgan Trust I | JPMorgan Capital Growth Fund | merges with and into | JPMorgan Trust II | JPMorgan Diversified Mid Cap Growth Fund |
The Registration Statement is proposed to become effective on April 15, 2009 pursuant to Rule 488 under the Securities Act of 1933, as amended.
If you have any questions or comments, please call the undersigned at (614) 248-7598.
Sincerely,
/s/ Elizabeth A. Davin
Elizabeth A. Davin
Assistant Secretary