CODE OF ETHICS
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) 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.
It is further understood that the procedures, reporting and record
keeping 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 guidelines 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 legal/compliance department,
unless an exception has been granted by the Adviser's
legal/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 legal/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
legal/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 legal/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 group.
(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 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 group 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 group 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 group 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 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 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 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 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. Record keeping 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
Upon discovering a violation of this Code, the Directors of 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.
