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Exhibit (p)(3)
CODE OF ETHICS
J.P. MORGAN INVESTMENT MANAGEMENT INC.
1. Purposes
This Code of Ethics (the "Code") has been adopted by the Directors of J.P.
Morgan Investment Management Inc. (the "Adviser"), in accordance with Rule
17j-1(c) promulgated under the Investment Company Act of 1940, as amended (the
"Act"). Rule 17j-1 under the Act generally proscribes fraudulent or manipulative
practices with respect to purchases or sales of securities Held or to be
Acquired (defined in Section 2(k) of this Code) by investment companies, if
effected by associated persons of such companies. The purpose of this Code is to
adopt provisions reasonably necessary to prevent Access Persons from engaging in
any unlawful conduct as set forth in Rule 17j-1(b) as follows:
It is unlawful for any affiliated person of or principal underwriter
for a Fund, or any affiliated person of an investment adviser of or principal
underwriter for a Fund, in connection with the purchase or sale, directly or
indirectly, by the person of a Security Held or to be Acquired by the Fund:
(a) To employ any device, scheme or artifice to defraud the
Fund;
(b) To make any untrue statement of a material fact to the Fund or omit
to state a material fact necessary in order to make the statements
made to the Fund, in light of the circumstances under which they are
made, not misleading;
(c) To engage in any act, practice, or course of business that operates
or would operate as a fraud or deceit on the Fund; or
(d) To engage in any manipulative practice with respect to the Fund.
2. Definitions
(a) "Access Person" means any director, officer, general partner or
Advisory Person of the Adviser.
(b) "Administrator" means Morgan Guaranty Trust Company.
(c) "Advisory Person" means (i) any employee of the Adviser or the
Administrator (or any company in a control relationship to the Adviser or
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Administrator) who, in connection with his or her regular functions or duties,
makes, participates in, or obtains information regarding the purchase or sale of
securities for a Fund, or whose functions relate to the making of any
recommendations with respect to such purchases or sales; and (ii) any natural
person in a control relationship to the Adviser who obtains information
concerning recommendations regarding the purchase or sale of securities by a
Fund.
(d)"Beneficial ownership" shall be interpreted in the same manner as it
would be under Exchange Act Rule 16a-1(a)(2)in determining whether a person is
subject to the provisions of Section 16 of the Securities Exchange Act of 1934
and the rules and regulations thereunder.
(e)"Control" has the same meaning as in Section 2(a)(9) of the Act.
(f)"Covered Security" shall have the meaning set forth in Section 2(a)(36)
of the Act, except that it shall not include shares of open-end funds, direct
obligations of the United States Government, bankers' acceptances, bank
certificates of deposit, commercial paper and high quality short-term debt
instruments, including repurchase agreements.
(g)"Fund" means an Investment Company registered under the Investment
Company Act of 1940.
(h)"Initial Public Offering" means an offering of Securities registered
under the Securities Act of 1933, the issuer of which, immediately before the
registration, was not subject to the reporting requirements of Sections 13 or
15(d) of the Securities Exchange Act.
(i)"Limited Offering" means an offering that is exempt from registration
under the Securities Act pursuant to Section 4(2) or Section 4(6) or pursuant to
Rule 504, Rule 505, or Rule 506 under the Securities Act.
(j)"Purchase or sale of a Covered Security" includes, among other things,
the writing of an option to purchase or sell a Covered Security.
(k)"Security Held or to be Acquired" by a Adviser means: (i) any Covered
Security which, within the most recent 15 days, is or has been held by a Fund or
other client of the Adviser or is being or has been considered by the Adviser
for purchase by a Fund or other client of the Adviser; and (ii) any option to
purchase or sell, and any security convertible into or exchangeable for, a
Covered Security described in Section 2(k)(i) of this Code.
3. Statement of Principles
It is understood that the following general fiduciary principles
govern the personal investment activities of Access Persons:
(a)the duty to at all times place the interests of shareholders and
other clients of the Adviser first;
(b)the requirement that all personal securities transactions be conducted
consistent with this Code of Ethics and in such a manner as to avoid any actual
or potential conflict of interest or any abuse of an individual's position of
trust and responsibility;
(c)the fundamental standard that Investment Personnel may not take
inappropriate advantage of their position; and
(d)all personal transactions must be oriented toward investment, not
short-term or speculative trading.
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It is further understood that the procedures, reporting and recordkeeping
requirements set forth below are hereby adopted and certified by the Adviser as
reasonably necessary to prevent Access Persons from violating the provisions of
this Code of Ethics.
4. Procedures to be followed regarding Personal Investments by Access Persons
(a)Pre-clearance requirement. Each Access Person must obtain prior written
approval from his or her group head (or designee) and from the Adviser's trading
desk before transacting in any Covered Security based on certain quidelines set
forth from time to time by the Adviser's compliance department. For details
regarding transactions in mutual funds, see Section 4(e).
(b)Brokerage transaction reporting requirement. Each Access Person working
in the United States must maintain all of his or her accounts and the accounts
of any person of which he or she is deemed to be a beneficial owner with a
broker designated by the Adviser and must direct such broker to provide broker
trade confirmations to the Adviser's compliance department, unless an exception
has been granted by the Adviser's compliance department. Each Access Person to
whom an exception to the designated broker requirement has been granted must
instruct his or her broker to forward all trade confirms and monthly statements
to the Adviser's compliance department. Access Persons located outside the
United States are required to provide details of each brokerage transaction of
which he or she is deemed to be the beneficial owner, to the Adviser's
compliance group, within the customary period for the confirmation of such
trades in that market.
(c)Initial public offerings (new issues). Access Persons are prohibited
from participating in Initial Public Offerings, whether or not J.P. Morgan or
any of its affiliates is an underwriter of the new issue, while the issue is in
syndication.
(d)Minimum investment holding period. Each Access Person is subject to a
60-day minimum holding period for personal transactions in Covered Securities.
An exception to this minimum holding period requirement may be granted in the
case of hardship as determined by the Adviser's compliance department.
(e)Mutual funds. Each Access Person must pre-clear transactions in shares
of closed-end Funds with the Adviser's trading desk, as they would with any
other Covered Security. See Section 4(a). Each Access Person must obtain
pre-clearance from his or her group head(or designee) before buying or selling
shares in an open-end Fund or a sub-advised Fund managed by the Adviser if such
Access Person or the Access Person's department has had recent dealings or
responsibilities regarding such mutual fund.
(f)Limited offerings. An Access Person may participate in a limited
offering only with written approval of such Access Person's group head (or
designee) and with advance notification to the Adviser's compliance department.
(g)Blackout periods. Advisory Persons are subject to blackout periods 7
calendar days before and after the trade date of a Covered Security where such
Advisory Person makes, participates in, or obtains information regarding the
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purchase or sale of such Covered Security for any of their client accounts. In
addition, Access Persons are prohibited from executing a transaction in a
Covered Security during a period in which there is a pending buy or sell order
on the Adviser's trading desk.
(h)Prohibitions. Short sales are generally prohibited. Transactions in
options, rights, warrants, or other short-term securities and in futures
contracts (unless for bona fide hedging) are prohibited, except for purchases of
options on widely traded indices specified by the Adviser's compliance
department if made for investment purposes.
(i)Securities of J.P. Morgan. No Access Person may buy or sell any
security issued by J.P. Morgan from the 27th of each March, June, September, and
December until the first full business day after earnings are released in the
following month. All transactions in securities issued by J.P. Morgan must be
pre-cleared with the Adviser's compliance department and executed through an
approved trading area. Transactions in options and short sales of J.P. Morgan
stock are prohibited.
(j)Certification requirements. In addition to the reporting requirements
detailed in Sections 6 below, each Access Person, no later than 30 days after
becoming an Access Person, must certify to the Adviser's compliance department
that he or she has complied with the broker requirements in Section 4(b).
5. Other Potential Conflicts of Interest
(a)Gifts. No employee of the Adviser or the Administrator may (i)accept
gifts, entertainment, or favors from a client, potential client, supplier, or
potential supplier of goods or services to the Adviser or the Administrator
unless what is given is of nominal value and refusal to accept it would be
discourteous or otherwise harmful to the Adviser or Administrator; (ii)provide
excessive gifts or entertainment to clients or potential clients; and (iii)
offer bribes, kickbacks, or similar inducements.
(b)Outside Business Activities. The prior consent of the Chairman of the
Board of J.P. Morgan, or his or her designee, is required for an officer of the
Adviser or Administrator to engage in any business-related activity outside of
the Adviser or Administrator, whether the activity is intermittent or
continuing, and whether or not compensation is received. For example, such
approval is required for such an officer to become:
-An officer, director, or trustee of any corporation (other than a
nonprofit corporation or cooperative corporation owning the building in
which the officer resides);
-A member of a partnership (other than a limited partner in a
partnership established solely for investment purposes);
-An executor, trustee, guardian, or similar fiduciary advisor (other
than for a family member).
6. Reporting Requirements
(a) Every Access Person must report to the Adviser:
(i)Initial Holdings Reports. No later than 10 days after the person
becomes an Access Person, the following information: (A) the title,
number of shares and principal amount of each Covered Security in
which the Access Person had any direct or indirect
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beneficial ownership when the person became an Access Person; (B)
the name of any broker, dealer or bank with whom the Access Person
maintained an account in which any Covered Securities were held for
the direct or indirect benefit of the Access Person as of the date
the person became an Access Person; and (C) the date that the report
is submitted by the Access Person.
(ii)Quarterly Transaction Reports. No later than 10 days after the
end of a calendar quarter, with respect to any transaction during
the quarter in a Covered Security in which the Access Person had any
direct or indirect Beneficial Ownership: (A) the date of the
transaction, the title, the interest rate and maturity date (if
applicable), the number of shares and principal amount of each
Covered Security involved; (B) the nature of the transaction; (C)
the price of the Covered Security at which the transaction was
effected; (D) the name of the broker, dealer or bank with or through
which the transaction was effected; and (E) the date that the report
is submitted by the Access Person.
(iii)New Account Report. No later than 10 days after the calendar
quarter, with respect to any account established by the Access
Person in which any Covered Securities were held during the quarter
for the direct or indirect benefit of the Access Person: (A) the
name of the broker, dealer or bank with whom the Access Person
established the account; (B) the date the account was established;
and (C) the date that the report is submitted by the Access Person.
(iv)Annual Holdings Report. Annually, the following information
(which information must be current as of a date no more than 30 days
before the report is submitted): (A) the title, number of shares and
principal amount of each Covered Security in which the Access Person
had any direct or indirect beneficial ownership; (B) the name of any
broker, dealer or bank with whom the Access Person maintains an
account in which any Covered Securities are held for the direct or
indirect benefit of the Access Person: and (C) the date that the
report is submitted by the Access Person.
(b) Exceptions from the Reporting Requirements.
(i) Notwithstanding the provisions of Section 6(a), no Access Person
shall be required to make:
A. a report with respect to transactions effected for any account
over which such person does not have any direct or indirect
influence or control;
B. a Quarterly Transaction or New Account Report under Sections
6(a)(ii) or (iii) if the report would duplicate information
contained in broker trade confirmations or account statements
received by the Adviser with respect to the Access Person no later
than 10 days after the calendar quarter end, if all of the
information required by Sections 6(a)(ii) or (iii), as the case may
be, is contained in the broker trade confirmations or account
statements, or in the records of the Adviser.
(c) Each Access Person shall promptly report any transaction which is, or might
appear to be, in violation of this Code. Such report shall contain
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the information required in Quarterly Transaction Reports filed pursuant to
Section 6(a)(ii).
(d) All reports prepared pursuant to this Section 6 shall be filed with the
appropriate compliance personnel designated by the Adviser and reviewed in
accordance with procedures adopted by such personnel.
(e) The Adviser will identify all Access Persons who are required to file
reports pursuant to this Section 6 and will inform them of their reporting
obligation.
(f) The Adviser no less frequently than annually shall furnish to a Fund's board
of directors for their consideration a written report that:
(a) describes any issues under this Code of Ethics or related
procedures since the last report to the board of directors,
including, but not limited to, information about material violations
of the Code or procedures and sanctions imposed in response to the
material violations; and
(b) certifies that the Adviser has adopted procedures reasonably
necessary to prevent Access Persons from violating this Code of
Ethics.
7. Recordkeeping Requirements
The Adviser must at its principal place of business maintain records in
the manner and extent set out in this Section of this Code and must make
available to the Securities and Exchange Commission (SEC) at any time and
from time to time for reasonable, periodic, special or other examination:
(a) A copy of its code of ethics that is in effect, or at any time
within the past five years was in effect, must be maintained in an
easily accessible place;
(b) A record of any violation of the code of ethics, and of any
action taken as a result of the violation, must be maintained in an
easily accessible place for at least five years after the end of the
fiscal year in which the violation occurs;
(c) A copy of each report made by an Access Person as required by
Section 6(a) including any information provided in lieu of a
quarterly transaction report, must be maintained for at least five
years after the end of the fiscal year in which the report is made
or the information is provided, the first two years in an easily
accessible place.
(d) A record of all persons, currently or within the past five
years, who are or were required to make reports as Access Persons or
who are or were responsible for reviewing these reports, must be
maintained in an easily accessible place.
(e) A copy of each report required by 6(f) above must be maintained
for at least five years after the end of the fiscal year in which it
is made, the first two years in an easily accessible place.
(f) A record of any decision and the reasons supporting the decision
to approve the acquisition by Access Persons of securities under
Section 4(f) above, for at least five years after the end of the
fiscal year in which the approval is granted.
8. Sanctions
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Upon discovering a violation of this Code, the Adviser may impose such
sanctions as they deem appropriate, including, inter alia, financial penalty, a
letter of censure or suspension or termination of the employment of the
violator.
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