VIA EDGAR April 18, 2001
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Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Fleming Mutual Fund Group, Inc.
Request for Withdrawal of Registration Statement on Form N-14
File No. 333-58818
Ladies and Gentlemen:
It has come to our attention that, because of a data input error by the
printer, a Registration Statement on Form N-14 was incorrectly filed with the
Securities and Exchange Commission on April 13, 2001, on behalf of Fleming
Mutual Fund Group, Inc., for JPMorgan Large Cap Equity Fund. The Registration
Statement was subsequently filed correctly on April 16, 2001, on behalf of J.P.
Morgan Institutional Funds (the "Company").
The Company respectfully requests that the above-named Registration
Statement on Form N-14 filed on behalf of Fleming Mutual Fund Group, Inc., be
withdrawn pursuant to Rule 477 under the Securities Act of 1933 (the "1933
Act"). Pursuant to the provisions of Rule 477 under the 1933 Act, the Company
hereby requests that the Commission find that such withdrawal is consistent with
the public interest and the protection of investors, consent to the withdrawal
of the above-named Registration Statement and issue an order granting such
withdrawal. In accordance with Rule 478(c) under the 1933 Act, this request is
made by the undersigned as the Secretary of the
Company and the Agent for Service named in the Registration Statement of the
Company, for and on behalf of the Company.
Should you have any questions regarding this matter, please do not hesitate
to call Cynthia Cobden at (212) 455-7744, David Wohl at (212) 455-7937 or
Michael B. Garcia at (212) 455-2795.
J.P. Morgan Institutional Funds
By: /s/ Margaret W. Chambers
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Margaret W. Chambers
Vice President and Secretary