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WASHINGTON - The Securities and Exchange Commission is investigating whether J.P. Morgan Chase & Co.'s institutional trust services group violated transfer agency record keeping or reporting rules, according to the company's annual report filed Thursday with the SEC.

Morgan Chase also said it is in talks with the regulatory agency to resolve the investigation in a mutually acceptable way.

In its filing the banking company said the SEC is also looking into whether its disclosure regarding the issues was adequate and timely. The company said it has since addressed the conditions from which the alleged violations originated.

The institutional trust services unit supplies traditional corporate trust and related transaction management services, such as structured finance administration, international securities clearing, collateral management, settlement services, and American depositary receipt services.

New York-based Morgan Chase was formed in December by the merger of Chase Manhattan Corp. and J.P. Morgan & Co.

Separately, the company said in the SEC filing that it expects to incur an additional $400 million of relocation and consolidation costs this year and next.

The costs stem from a previously announced consolidation and relocation plan.

In late 1999, the former Chase Manhattan said it would relocate several businesses to Florida, Texas, or Massachusetts. In its 1999 fourth quarter, the company took a $175 million charge associated with the consolidation and severance.

Last year, Chase incurred an additional $181 million of restructuring costs stemming from the relocation plan.

The combined company said the $400 million of costs to be booked in 2001 and 2002 will be treated as nonoperating expenses.

Morgan Chase also said it is reviewing the benefit plans of both predecessor companies. It said it expects new plans will be approved this year.

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