J P Morgan Atlas Global Long/Short Equity Fund LLC – ‘40-8F-A/A’ on 8/10/04

On:  Tuesday, 8/10/04, at 1:11pm ET   ·   Accession #:  950123-4-9509   ·   File #:  811-21305

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Amendment to Application for Deregistration of a Registered Investment Company — Abandonment of Registration   —   Form N-8F
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 40-8F-A/A   Amendment to Form N-8F                                 6     19K 

40-8F-A/A
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 FORM N-8F/A

I.    GENERAL IDENTIFYING INFORMATION                                           

1.    Reason fund is applying to deregister (check only one; for descriptions,  
see Instruction 1 above):                                           

[ ]   MERGER                                                        

[ ]   LIQUIDATION                                                   

[X]   ABANDONMENT OF REGISTRATION                                   

           (Note: Abandonments of Registration answer only questions 1 through
          15, 24 and 25 of this form and complete verification at the end of
the form.)                                              

[ ]   Election of status as a BUSINESS DEVELOPMENT COMPANY (Note:   
            Business Development Companies answer only questions I through 10 of
    this form and complete verification at the end of the form.)

2.    Name of fund: J.P. MORGAN ATLAS GLOBAL LONG/SHORT EQUITY FUND, L.L.C.     

3.    Securities and Exchange Commission File No.: 811-21305                    

4.    Is this an initial Form N-8F or an amendment to a previously filed Form   
N-8F?                                                               

[ ]    Initial Application     [X]    Amendment                       

5.    Address of Principal Executive Office (include No. & Street, City, State, 
Zip Code): 522 FIFTH AVENUE, 10TH FLOOR, NEW YORK, NY 10036         

6.    Name, address, and telephone number of individual the Commission staff    
 should contact with any questions regarding this form: ROSE M. BURKE,
   ESQ., J.P. MORGAN ALTERNATIVE ASSET MANAGEMENT, INC., 522 FIFTH AVENUE,
10TH FLOOR, NEW YORK, NY 10036                                      

7.    Name, address and telephone number of individual or entity responsible for
 maintenance and preservation of fund records in accordance with rules
31a-1 and 31a-2 under the Act [17 CFR 270.31a-1, .31a-2]:           

PFPC INC., 301 BELLEVUE PARKWAY, 2ND FLOOR, WILMINGTON, DE 19809    

      NOTE: Once deregistered, a fund is still required to maintain and preserve
        the records described in rules 31 a-1 and 31 a-2 for the periods
specified in those rules.                               

8.    Classification of fund (check only one):                                  

[X]   Management company;                                           

[ ]   Unit investment trust; or                                     

[ ]   Face-amount certificate company.                              

9.    Subclassification if the fund is a management company (check only one):   

[ ]   Open-end    [X]   Closed-end                                  

10.   State law under which the fund was organized or formed (e.g., Delaware,   
Massachusetts): DELAWARE                                            

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11.   Provide the name and address of each investment adviser of the fund       
   (including sub-advisers) during the last five years, even if the fund's
contracts with those advisers have been terminated: J.P. MORGAN     
 ALTERNATIVE ASSET MANAGEMENT, INC., 522 FIFTH AVENUE, 10TH FLOOR, NEW
YORK, NY 10036                                                      

12.   Provide the name and address of each principal underwriter of the fund    
during the last five years, even if the fund's contracts with those 
    underwriters have been terminated: J.P. MORGAN SECURITIES INC., 345 PARK
AVENUE, NEW YORK, NY 10154, was the Fund's placement agent for the  
     private placement of the Fund's interests. The Fund has not made a public
offering of its interests.                                          

13.   If the fund is a unit investment trust ("UIT") provide:                   

(a)   Depositor's name(s) and address(es):                          

(b)   Trustee's name(s) and address(es):                            

14.   Is there a UIT registered under the Act that served as a vehicle for      
 investment in the fund (e.g., an insurance company separate account)?

[ ]   Yes     [X]   No                                              

If Yes, for each UIT                                                
state: Name(s):                                         

File No.: 811-____________                              

Business                                                
Address:                                                

15.   (a)   Did the fund obtain approval from the board of directors concerning 
         the decision to engage in a Merger, Liquidation or Abandonment of
Registration?                                           

[X]   Yes     [ ]   No                                  

           If Yes, state the date on which the board vote took place: JULY 19,
2004                                                    

If No, explain:                                         

   (b)   Did the fund obtain approval from the shareholders concerning the
     decision to engage in a Merger, Liquidation or Abandonment of
Registration?                                           

[ ]   Yes     [X]   No                                  

    If Yes, state the date on which the shareholder vote took place:

         If No, explain: THE BOARD OF DIRECTORS HAVE AUTHORITY PURSUANT TO THE
FUND'S LIMITED LIABILITY COMPANY AGREEMENT TO ABANDON THE   
     REGISTRATION OF THE FUND WITHOUT MEMBER APPROVAL. THE MEMBERS ARE
       BEING NOTIFIED OF THE DECISIONS OF THE BOARD OF DIRECTORS TO SUBMIT
       THIS FILING AND TO ABANDON THE REGISTRATION OF THE FUND. CONSISTENT
   WITH THE LLC AGREEMENT, EACH MEMBER IS BEING REQUESTED TO WAIVE
    CERTAIN CONTRACTUAL PROVISIONS OF THE LLC AGREEMENT, IN ORDER TO
FACILITATE THE ABANDONMENT OF THE REGISTRATION OF THE FUND. 

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II. DISTRIBUTIONS TO SHAREHOLDERS                                               

16.   Has the fund distributed any assets to its shareholders in connection with
the Merger or Liquidation?                                          

[ ]   Yes         [ ]   No                                          

      (a)   If Yes, list the date(s) on which the fund made those distributions:

(b)   Were the distributions made on the basis of net assets?       

[ ]   Yes         [ ]   No                              

(c)   Were the distributions made pro rata based on share ownership?

[ ]   Yes         [ ]   No                              

    (d)   If No to (b) or (c) above, describe the method of distributions to
         shareholders. For Mergers, provide the exchange ratio(s) used and
explain how it was calculated:                          

   (e)   Liquidations only: Were any distributions to shareholders made in
kind?                                                   

[ ]   Yes         [ ]   No                              

       If   Yes, indicate the percentage of fund shares owned by affiliates,
or any other affiliation of shareholders:           

17.   Closed-end funds only: Has the fund issued senior securities?             

[ ]   Yes         [ ]   No                                          

If Yes, describe the method of calculating payments to senior       
securityholders and distributions to other shareholders:            

18.   Has the fund distributed ALL of its assets to the fund's shareholders?    

[ ]   Yes         [ ]   No                                          

If No,                                                              
      (a)   How many shareholders does the fund have as of the date this form is
filed?                                                  

      (b)   Describe the relationship of each remaining shareholder to the fund:

19.   Are there any shareholders who have not yet received distributions in     
complete liquidation of their interests?                            

[ ]   Yes         [ ]   No                                          

If Yes, describe briefly the plans (if any) for distributing to, or 
preserving the interests of, those shareholders:                    

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III.  ASSETS AND LIABILITIES                                                    

20.   Does the fund have any assets as of the date this form is filed? (See     
question 18 above)                                                  

[ ]   Yes         [ ]   No                                          

If Yes,                                                             

    (a)   Describe the type and amount of each asset retained by the fund as
of the date this form is filed:                         

(b)   Why has the fund retained the remaining assets?               

(c)   Will the remaining assets be invested in securities?          

[ ]   Yes         [ ]   No                                          

21.   Does the fund have any outstanding debts (other than face-amount          
 certificates if the fund is a face-amount certificate company) or any
other liabilities?                                                  

[ ]   Yes         [ ]   No                                          

If Yes,                                                             
(a)   Describe the type and amount of each debt or other liability: 

  (b)   How does the fund intend to pay these outstanding debts or other
liabilities?                                            

IV.   INFORMATION ABOUT EVENT(S) LEADING TO REQUEST FOR DEREGISTRATION          

22.   (a)   List the expenses incurred in connection with the Merger or         
Liquidation:                                            

(i)   Legal expenses:                                   

(ii)  Accounting expenses:                              

(iii) Other expenses (list and identify separately):    

(iv)  Total expenses (sum of lines (i)-(iii) above):    

(b)   How were those expenses allocated?                            

(c)   Who paid those expenses?                                      

(d)   How did the fund pay for unamortized expenses (if any)?       

23.   Has the fund previously filed an application for an order of the          
Commission regarding the Merger or Liquidation?                     

[ ]    Yes        [ ]   No                                          

   If Yes, cite the release numbers of the Commission's notice and order or,
if no notice or order has been issued, the file number and date the   
application was filed:                                                

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V.   CONCLUSION OF FUND BUSINESS                                                

24.   Is the fund a party to any litigation or administrative proceeding?       

[ ]    Yes        [X]   No                                          

If Yes, describe the nature of any litigation or proceeding and the   
position taken by the fund in that litigation:                                  

25.   Is the fund now engaged, or intending to engage, in any business          
activities other than those necessary for winding up its affairs?   

[ ]   Yes         [X]  No                                           

If Yes, describe the nature and extent of those activities:         

VI.   MERGERS ONLY                                                              

26.   (a) State the name of the fund surviving the Merger:                      

    (b)   State the Investment Company Act file number of the fund surviving
the Merger: 811-_______________                         

   (c)   If the merger or reorganization agreement has been filed with the
         Commission, state the file number(s), form type used and date the
agreement was filed:                                    

   (d)   If the merger or reorganization agreement has NOT been filed with
        the Commission, provide a copy of the agreement as an exhibit to
this form.                                              

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VERIFICATION

 The undersigned states that (i) he or she has executed this Form N-8F/A
application for an order under section 8(f) of the Investment Company Act of    
1940 on behalf of J.P. Morgan Atlas Global Long/Short Equity Fund, L.L.C.,      
           -------------------------------------------------------
          (Name of Fund)
(ii) he or she is the Chief Executive Officer of                                
-----------------------             
(Title)               
J.P. Morgan Atlas Global Long/Short Equity Fund, L.L.C., and (iii) all actions  
-------------------------------------------------------                       
(Name of Fund)                    
by shareholders, directors, and any other body necessary to authorize the       
undersigned to execute and file this Form N-8F application have been taken. The 
undersigned also states that the facts set forth in this Form N-8F application  
are true to the best of his or her knowledge, information, and belief.          

                       (Signature)

                           /s/Joel Katzman
                                        ----------------------
                              Joel Katzman

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘40-8F-A/A’ Filing		Date		First		Last			Other Filings
Filed on:		8/10/04							None on these Dates
		7/19/04		2
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