As filed with the Securities and Exchange Commission on April 4, 2000.
Registration Nos. 033-54642 and 811-07342
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 73
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 74
J.P. MORGAN INSTITUTIONAL FUNDS
(formerly The JPM Institutional Funds)
(Exact Name of Registrant as Specified in Charter)
60 State Street, Suite 1300, Boston, Massachusetts 02109
(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code:
(617) 557-0700
Margaret W. Chambers, c/o Funds Distributor, Inc.
60 State Street, Suite 1300, Boston, Massachusetts 02109
(Name and Address of Agent for Service)
Copy to: John E. Baumgardner, Jr., Esq.
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
It is proposed that this filing will become effective (check appropriate box):
[x] Immediately upon filing pursuant to paragraph (b) [ ] on [ date ] pursuant
to paragraph (b) [ ] 60 days after filing pursuant to paragraph (a)(i) [ ] on
(date) pursuant to paragraph (a)(i) [ ] 75 days after filing pursuant to
paragraph (a)(ii) [ ] on (date) pursuant to paragraph (a)(ii) of Rule 485.
If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
<PAGE>
EXPLANATORY NOTE
This post-effective amendment No. 73 to the registration statement of J.P.
Morgan Institutional Funds (the "Registrant") on Form N-1A is being filed solely
to file the Codes of Ethics for J.P. Morgan Investment Management Inc. and Funds
Distributor, Inc. as exhibits.
<PAGE>
PART A. PROSPECTUS
ITEMS 1-9
Part A is incorporated by reference to the Part A of Post-Effective
Amendment No. 72 to the Registration Statement on Form N-1A, filed on April 3,
2000 pursuant to Rule 485(b) under the Securities Act of 1933.
PART B. STATEMENT OF ADDITIONAL INFORMATION
Items 10-22
Part B is incorporated by reference to the Part B of Post-Effective
Amendment No. 72 to the Registration Statement on Form N-1A, filed on April 3,
2000 pursuant to Rule 485(b) under the Securities Act of 1933.
PART C. OTHER INFORMATION
ITEM 23. EXHIBITS.
(a) Declaration of Trust, as amended, was filed as Exhibit No. 1 to
Post-Effective Amendment No. 25 to the Registration Statement filed on September
26, 1996 (Accession Number 0000912057-96-021281).
(a)1 Amendment No. 5 to Declaration of Trust; Amendment and Fifth Amended
and Restated Establishment and Designation of Series of Shares of Beneficial
Interest. Incorporated herein by reference to Post-Effective Amendment No.
29 to the Registration Statement filed on
December 26, 1996 (Accession Number 0001016964-96-000061).
(a)2 Amendment No. 6 to Declaration of Trust; Amendment and Sixth Amended
and Restated Establishment and Designation of Series of Shares of Beneficial
Interest was filed as Exhibit No. 1(b) to Post-Effective Amendment No. 31 to the
Registration Statement on February 28, 1997 (Accession Number
0001016964-97-000041).
(a)3 Amendment No. 7 to Declaration of Trust; Amendment and Seventh Amended
and Restated Establishment and Designation of Series of Shares of Beneficial
Interest was filed as Exhibit No. 1(c) to Post-Effective Amendment No. 32 to the
Registration Statement on April 15, 1997 (Accession Number
0001016964-97-000053).
(a)4 Amendment No. 8 to Declaration of Trust; Amendment and Eighth Amended
and Restated Establishment and Designation of Series of Shares of Beneficial
Interest was filed as Exhibit No. 1(d) to Post-Effective Amendment No. 40 to the
Registration Statement on October 9, 1997 (Accession Number
0001016964-97-000158).
(a)5 Amendment No. 9 to Declaration of Trust; Amendment and Ninth Amended
and Restated Establishment and Designation of Series of Shares of Beneficial
Interest was filed as Exhibit No. 1(e) to Post-Effective Amendment No. 50 to the
Registration Statement on December 29, 1997 (Accession Number
0001041455-97-000014).
(a)6 Amendment No. 10 to Declaration of Trust; Amendment and Tenth Amended
and Restated Establishment and Designation of Series of Shares of Beneficial
Interest and change voting procedures to dollar-based voting was filed as
Exhibit No. (a)6 to Post-Effective Amendment No. 60 to the Registration
Statement on December 31, 1998(Accession Number 0001041455-98-000097).
(a)7 Amendment No. 11 to Declaration of Trust. Incorporated herein by
reference to Post-Effective Amendment No. 63 to the Registration Statement filed
on April 29, 1999 (Accession Number 00001041455-99-000041).
(a)8 Amendment No. 12 to Declaration of Trust. Incorporated herein by
reference to Post-Effective Amendment No. 72 to the Registration Statement filed
on April 3, 2000 (Accession Number 0001041455-00-000084).
(b) Restated By-Laws of Registrant. Incorporated herein by reference to
Post-Effective Amendment No. 29 to the Registration Statement filed on December
26, 1996 (Accession Number 0001016964-96-000061).
(b)(1) Amendment to Restated By-laws of Registrant. Incorporated herein by
reference to Post-Effective Amendment No. 71 to the Registration Statement filed
on February 28, 2000 (Accession Number 0001041455-00-000056).
(e) Distribution Agreement between Registrant and Funds Distributor, Inc.
("FDI"). Incorporated herein by reference to Post-Effective Amendment No. 29 to
the Registration Statement filed on December 26, 1996 (Accession Number
0001016964-96-000061).
(g)1 Custodian Contract between Registrant and State Street Bank and Trust
Company ("State Street"). Incorporated herein by reference to Post-Effective
Amendment No. 29 to the Registration Statement filed on December 26, 1996
(Accession Number 0001016964-96-000061).
(g)2 Custodian Contract between Registrant and The Bank of New York.
Incorporated herein by reference to Post-Effective Amendment No. 71 to the
Registration Statement filed on February 28, 2000 (Accession Number
0001041455-00-000056).
(h)1 Co-Administration Agreement between Registrant and FDI. Incorporated
herein by reference to Post-Effective Amendment No. 29 to the Registration
Statement filed on December 26, 1996 (Accession Number 0001016964-96-000061).
(h)2 Restated Shareholder Servicing Agreement between Registrant and Morgan
Guaranty Trust Company of New York ("Morgan Guaranty") filed as Exhibit (h)2 to
Post Effective Amendment No. 54 to the Registration Statement on August 25, 1998
(Accession No. 0001041455-98-000053).
(h)3 Transfer Agency and Service Agreement between Registrant and State
Street. Incorporated herein by reference to Post-Effective Amendment No. 29
to the Registration Statement filed on December 26,
1996 (Accession Number 0001016964-96-000061).
(h)4 Restated Administrative Services Agreement between Registrant and
Morgan Guaranty. Incorporated herein by reference to Post-Effective Amendment
No. 29 to the Registration Statement filed on December 26, 1996 (Accession
Number 0001016964-96-000061).
(h)5 Fund Services Agreement, as amended, between Registrant and Pierpont
Group, Inc. Incorporated herein by reference to Post-Effective Amendment No. 29
to the Registration Statement filed on December 26, 1996 (Accession Number
0001016964-96-000061).
(h)6 Service Plan with respect to Registrant's Service Money Market
Funds. Incorporated herein by reference to Post-Effective Amendment No. 33 to
the Registration Statement filed on April 30, 1997 (Accession Number
00001016964-97-000059).
(h)7 Amended Service Plan with respect to Registrant's Disciplined Equity -
Advisor Series and Direct Prime Money Market Funds. Incorporated herein by
reference to Post-Effective Amendment No. 72 to the Registration Statement filed
on April 3, 2000 (Accession Number 0001041455-00-000084).
(i) Opinion and consent of Sullivan & Cromwell. Incorporated herein by
reference to Post-Effective Amendment No. 29 to the Registration Statement filed
on December 26, 1996 (Accession Number 0001016964-96-000061).
(j) Consent of independent accountants. Incorporated herein by reference to
Post-Effective Amendment No. 72 to the Registration Statement filed on April 3,
2000 (Accession Number 0001041455-00-000084).
(l) Purchase agreements with respect to Registrant's initial shares.
Incorporated herein by reference to Post-Effective Amendment No. 29 to the
Registration Statement filed on December 26, 1996 (Accession Number
0001016964-96-000061).
(n) Financial Data Schedules (not required).
(p)(1) Code of Ethics for the Master Portfolios and the J.P. Morgan
Institutional Funds. Incorporated herein by reference to Post-Effective
Amendment No. 72 to the Registration Statement filed on April 3, 2000 (Accession
Number 0001041455-00-000084).
(p)(2) Code of Ethics for J.P. Morgan Investment Management Inc. (filed
herewith)
(p)(3) Code of Ethics for Funds Distributor Inc. (filed herewith).
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ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE FUND.
Not applicable.
ITEM 25. INDEMNIFICATION.
Reference is made to Section 5.3 of Registrant's Declaration of Trust and
Section 5 of Registrant's Distribution Agreement.
Registrant, its Trustees and officers are insured against certain expenses in
connection with the defense of claims, demands, actions, suits, or proceedings,
and certain liabilities that might be imposed as a result of such actions, suits
or proceedings.
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended (the "1933 Act"), may be permitted to directors, trustees,
officers and controlling persons of the Registrant and the principal underwriter
pursuant to the foregoing provisions or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the 1933 Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, trustee, officer, or controlling person of the Registrant
and the principal underwriter in connection with the successful defense of any
action, suite or proceeding) is asserted against the Registrant by such
director, trustee, officer or controlling person or principal underwriter in
connection with the shares being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER.
Not Applicable.
ITEM 27. PRINCIPAL UNDERWRITERS.
(a) Funds Distributor, Inc. (the "Distributor") is the principal
underwriter of the Registrant's shares.
Funds Distributor, Inc. acts as principal underwriter for the following
investment companies other than the Registrant:
American Century California Tax-Free and Municipal Funds
American Century Capital Portfolios, Inc.
American Century Government Income Trust
American Century International Bond Funds
American Century Investment Trust
American Century Municipal Trust
American Century Mutual Funds, Inc.
American Century Premium Reserves, Inc.
American Century Quantitative Equity Funds
American Century Strategic Asset Allocations, Inc.
American Century Target Maturities Trust
American Century Variable Portfolios, Inc.
American Century World Mutual Funds, Inc.
BJB Investment Funds
The Brinson Funds
Dresdner RCM Capital Funds, Inc.
Dresdner RCM Equity Funds, Inc.
Founders Funds, Inc.
Harris Insight Funds Trust
HT Insight Funds, Inc. d/b/a Harris Insight Funds
J.P. Morgan Funds
J.P. Morgan Series Trust
J.P. Morgan Series Trust II
LaSalle Partners Funds, Inc.
Monetta Fund, Inc.
Monetta Trust
The Montgomery Funds
The Montgomery Funds II
The Munder Framlington Funds Trust
The Munder Funds Trust
The Munder Funds, Inc.
Orbitex Group of Funds
St. Clair Funds, Inc.
The Skyline Funds
Waterhouse Investors Family of Funds, Inc.
WEBS Index Fund, Inc.
Funds Distributor, Inc. does not act as depositor or investment adviser to
any of the investment companies.
Funds Distributor, Inc. is registered with the Securities and Exchange
Commission as a broker-dealer and is a member of the National Association of
Securities Dealers. Funds Distributor, Inc. is located at 60 State Street, Suite
1300, Boston, Massachusetts 02109. Funds Distributor, Inc. is an indirect
wholly-owned subsidiary of Boston Institutional Group, Inc., a holding company
all of whose outstanding shares are owned by key employees.
(b) The following is a list of the executive officers, directors and
partners of Funds Distributor, Inc.:
Director, President and Chief Executive Officer: Marie E. Connolly
Executive Vice President: George Rio
Executive Vice President: Donald R. Roberson
Executive Vice President: William S. Nichols
Director, Senior Vice President, Treasurer and
Chief Financial Officer: Joseph F. Tower, III
Senior Vice President, General Counsel, Chief
Compliance Officer, Secretary and Clerk Margaret M. Chambers
Senior Vice President: Paula R. David
Senior Vice President: Judith K. Benson
Senior Vice President: Gary S. MacDonald
Director, Chairman of the Board, Executive
Vice President William J. Nutt
(c) Not applicable.
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS.
PIERPONT GROUP, INC.: 461 Fifth Avenue, New York, New York 10017 (records
relating to its assisting the Trustees in carrying out their duties in
supervising the Registrant's affairs).
MORGAN GUARANTY TRUST COMPANY OF NEW YORK: 60 Wall Street, New York, New York
10260-0060, 522 Fifth Avenue, New York, New York 10036 or 9 West 57th Street,
New York, New York 10019 (records relating to its functions as shareholder
servicing agent and administrative services agent).
STATE STREET BANK AND TRUST COMPANY: 1776 Heritage Drive, North Quincy,
Massachusetts 02171 and 40 King Street West, Toronto, Ontario, Canada M5H 3Y8
(records relating to its functions as fund accountant, custodian, transfer agent
and dividend disbursing agent).
THE BANK OF NEW YORK: 1 Wall Street New York, New York 10086, (records
relating to its functions as fund accountant and custodian).
FUNDS DISTRIBUTOR, INC.: 60 State Street, Suite 1300, Boston, Massachusetts
02109 (records relating to its functions as distributor and co-administrator).
ITEM 29. MANAGEMENT SERVICES.
Not Applicable.
ITEM 30. UNDERTAKINGS.
(a) If the information called for by Item 5A of Form N-1A is contained in
the latest annual report to shareholders, the Registrant shall furnish
each person to whom a prospectus is delivered with a copy of the
Registrant's latest annual report to shareholders upon request and
without charge.
(b) The Registrant undertakes to comply with Section 16(c) of the 1940 Act
as though such provisions of the 1940 Act were applicable to the
Registrant, except that the request referred to in the third full
paragraph thereof may only be made by shareholders who hold in the
aggregate at least 10% of the outstanding shares of the Registrant,
regardless of the net asset value of shares held by such requesting
shareholders.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this registration statement under rule
485(b) under the Securities Act and has duly caused this Amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Boston, and the State of Massachusetts on the
4th day of April, 2000.
J.P. MORGAN INSTITUTIONAL FUNDS,
By /s/ Stephanie D. Pierce
----------------------------
Stephanie D. Pierce
Vice President and Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed below by the following persons in the capacities
indicated on April 4, 2000.
George Rio*
- ------------------------------
George Rio
President and Treasurer
Matthew Healey*
- -----------------------------
Matthew Healey
Trustee, Chairman and Chief Executive Officer (Principal Executive Officer)
Frederick S. Addy*
- ------------------------------
Frederick S. Addy
Trustee
William G. Burns*
- ------------------------------
William G. Burns
Trustee
Arthur C. Eschenlauer*
- ------------------------------
Arthur C. Eschenlauer
Trustee
Michael P. Mallardi*
- ------------------------------
Michael P. Mallardi
Trustee
*By /s/ Stephanie D. Pierce
----------------------------
Stephanie D. Pierce
as attorney-in-fact pursuant to a power of attorney.
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
- ------------- ------------------------
EX-99.(p)(2) Code of Ethics for J.P. Morgan Investment Management Inc.
EX-99.(p)(3) Code of Ethics for J.P. Morgan Investment Management Inc.
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
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 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. 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
---------
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.
FUNDS DISTRIBUTOR, INC.CODE OF ETHICS
October 1, 1996
I. Introduction
All employees are expected to help protect and enhance the assets and
reputation of Funds Distributor, Inc. (the "Company"). Every individual with
whom we come into contact must believe in our honesty, integrity and
dependability.
In the rapidly evolving businesses in which we are engaged, each
employee is challenged by a complex environment often requiring fast responses
under high pressure. No written policy can definitively state for employees the
appropriate action for all business situations. Accordingly, this Code
emphasizes a norm or standard of conduct that must permeate all business
dealings and relationships rather than a set of specific rules.
In addition, this Code requires all employees to adhere to all Company
policies, including, without limitation, those governing insider trading, equal
employment opportunity, and sexual harassment.
II. Management Responsibility
Managers by virtue of their positions of authority play a particularly
important role in developing the commitment and ability of their associates to
make sound ethical judgments. This requires recognition of the ethical issues
often inherent in business decisions, analysis of the ethical aspects of very
complex situations, and knowing when to seek assistance in determining the
ethical course of action. Other aspects of ethical leadership include:
- - Ensuring that your own conduct is above reproach.
- Communicating personal support for, and the seriousness of, ethical
conduct.
- - Educating your associates in all aspects of ethical conduct.
- Creating an environment that encourages employees to voice ethical
concerns and supporting those who speak out for honesty and integrity.
- - Avoiding creating pressures and circumstances which influence employees to
produce results which are not reasonable and which may inadvertently cloud
the judgment of otherwise ethical employees.
- Ensuring that claims about our own products and services are valid and
honest while avoiding disparagement or unfair treatment of competitors.
III. Financial Records and Reporting
Each employee involved in the preparation of the Company's financial
statements, records and reports must do so in accordance with the letter and
spirit of generally accepted accounting standards and all other applicable laws,
regulations and standards. All records must accurately and completely reflect
the financial condition of the Company.
Federal and other laws require accurate recordkeeping and accounting
and impose civil and criminal penalties on individuals and companies that
violate these requirements. Any attempts to create false or misleading records
are forbidden. Both law and company policy require that no undisclosed funds or
accounts shall be established for any purpose. Moreover, Company policy
prohibits any employee from knowingly making a misleading, incomplete or false
statement to an accountant or an attorney in connection with an audit or any
filing with a governmental or regulatory agency.
IV. Conflicts of Interest
Every employee must avoid conduct that conflicts, or appears to
conflict, with his or her duty to the Company. All employees should conduct
themselves such that a reasonable observer, whether a client, supplier, fellow
employee, or regulator, would have no grounds for belief that a conflict of
interest exists.
Employees are not permitted to self-deal or otherwise to use their
positions with the Company to further their own or any other related person's
business opportunities. A related person is any family member, any person
residing in the same household as the employee, any person with whom the
employee has a direct or indirect personal relationship, or any organization or
business activity in which the employee has an interest.
From time to time, situations will arise that are not clear-cut. If you
are uncertain about the propriety of your conduct or business relationships
consult your manager. If you determine that a conflict does exist please report
it immediately to the General Counsel of the Company. In either case, you can be
sure that any such discussion will be held in confidence.
Employees should be aware of the following specific guidelines regarding
conflicts of interest
A. No employee should use his or her position with the Company or
information acquired during employment in a manner that may create a
conflict, or the appearance of a conflict, between personal interests
and those of the Company. If a conflict or potential conflict arises,
report it immediately to the General Counsel of the Company.
For example, Company policy does not permit you to:
1. Accept, directly or indirectly, any money or object of value from any
person or enterprise which has or is seeking business with the Company
which may affect, or appear to influence, your business judgment. You
should not offer excessive gifts or entertainment to others whose business
the Company may be seeking. You may accept business-related meals,
entertainment, gifts or favors when the value involved is not significant
and clearly will not place you under any obligation to the donor.
2. Accept simultaneous employment with any concern that does business or
competes with the Company, or with any other concern if that employment
would interfere with your full-time and efficient service as an employee of
the Company. In addition, if a related person works for a company or firm
either in direct competition with or which does business with the Company
and occupies a position that can influence decisions affecting lines of
business of such other company or firm which compete with the Company's
businesses or which relate to the business such other company conducts with
the Company, you must disclose such related person's position on the
attached agreement.
B. Certain situations require approval before you become involved.
Specifically, you must submit a request to the General Counsel before you:
1. Serve as a director, general partner, or officer of any unaffiliated
business organization. This rule does not apply to charitable, civic,
religious, public, political, or social organizations, the activities of
which do not conflict with the interests of the Company and do not impose
excessive demands on your time.
2. Obtain an interest in any enterprise which has or is seeking to establish
business relations with the Company. However, employees may invest in stock
or other securities of publicly-owned companies.
C. From time to time situations also occur that must be disclosed to the
Company's General Counsel. Examples of such situations include:
1. Business opportunities, commissions or other financial arrangements that
are offered to related persons by persons or firms that are customers,
vendors, or business partners of the Company. The Company requires such
disclosure to make a determination of the appropriateness of such offers
beforehand and to prevent even the appearance that Company employees might
be improperly using their positions in the Company to promote the persona1
or financial interests of related persons.
2. Acquisitions of Company property or services on terms other than those
available to the general public or other than those established by Company
policy.
These guidelines are intended to protect both you and the Company from
conflicts of interest, divided loyalties, and situations that create the
perception of impropriety. They will help to prevent you from compromising your
ability to act solely in the Company's interest and aid you in complying with
existing laws and regulations.
V. Proprietary Information and Trade Secrets
All persons who work for the Company learn, to a greater or lesser
degree, facts about the Company's business methods that are not known to the
general public or to competitors. For example, customer lists, the terms or fees
offered to a particular customer, or marketing or strategic plans, may give the
Company an advantage and must not be disclosed. In addition, such things as
internal processing arrangements or proprietary systems developments must not be
disclosed. These are just a few examples.
Because these trade practices or methods are developed by employees in
the course of their jobs for which the Company pays them a salary, these matters
are the property of the Company, and it is important to the continued success of
the Company that they remain known only to the Company.
Therefore, except as a duly authorized senior officer of the Company
may otherwise consent in writing, you shall not at any time disclose or use,
either during or subsequent to your employment by the Company, any information,
knowledge or data you receive or develop during your employment which is
considered proprietary by the Company. This includes, but is not limited to,
information stored for business purposes on any computer system (e.g.,
mainframes, individual terminals and personal computers) and software used by
the Company.
In addition, no employee shall disclose information which relates to
the Company's secrets as contained in business processes, methods, compositions,
improvements, inventions, discoveries or otherwise, or which the Company has
received in confidence from others. On the other hand, the Company will not ask
you to reveal, and no employee shall disclose to the Company, the proprietary
information or trade secrets of others.
VI. Insider Trading
The Company believes that it is inconsistent with its reputation for
integrity (as well as being illegal) for any employee to trade in securities on
the basis of material, nonpublic, or "inside," information about the issuer
obtained as a result of the employee's affiliation with the Company.
Employees should consult the Company's Policy on Insider Trading and
Other Misuse of Nonpublic Information for a more detailed discussion of this
issue.
VII. Compliance With Laws and Regulations
The policy of the Company is to comply in all respects with all
applicable SEC and NASD rules and regulations and with all applicable federal,
state and local laws and regulations in the United States and in any other
countries in which we operate. To this end, the Company has established and
maintained various practices and procedures (including assigning management
oversight responsibilities) which collectively comprise a corporate program
intended to promote ethical behavior of employees and agents and to prevent and
detect criminal conduct. These practices and procedures must be periodically
reviewed and compliance activities properly recorded in order to assure
compliance with the standards that have been established in the Guidelines for
Sentencing of Organizations promulgated by the U.S. Sentencing Commission. The
Company has established and will periodically augment an effective compliance
program that conforms to the standards established in the Sentencing Guidelines.
In addition, employees should be sensitive to the various equal
employment opportunity laws and to the Company's strong policy against sexual
harassment.
The Company will exercise due diligence in attempting to detect and to
prevent criminal conduct by employees and agents. In this regard from time to
time the General Counsel may circulate specific laws and regulations because of
their high degree of relevance to your activities. However, all employees are
expected to be familiar with the laws and regulations that relate to the
performance of their jobs and, if in doubt, to seek advice from the General
Counsel as to what those laws and regulations are.
VIII. Administration
The Company's Code of Ethics calls for you to abide by the policies set
forth above. Exceptions to these policies may be granted only by the General
Counsel, who is responsible for the interpretation of the Code.
To the extent that the Company has adopted or in the future may adopt
specific policies pertaining to any of the matters covered in the Code of
Ethics, the Code also mandates your agreement to abide by the terms of such
policies. Neither this Code nor your agreement to abide it is meant to vary or
supersede the regular terms and conditions of your employment by the Company or
to constitute an employment contract.
All employees are required to review the Code of Ethics annually and to
complete, sign and return a statement acknowledging their agreement to abide by
the Code. The Company takes the matters discussed in this Code very seriously.
Violations of the Code may result in disciplinary actions up to and including
termination of employment.
<PAGE>
FUNDS DISTRIBUTOR, INC.CODE OF ETHICS AGREEMENT & DISCLOSURE
I acknowledge receipt of Funds Distributor's Code of Ethics dated
October 1, 1996 and, in consideration of my employment with the Company, agree
to abide by the terms of the policies set forth therein. I understand that my
obligations under these policies may not be changed or modified, released,
discharged, abandoned or terminated, in whole or in part, except by an
instrument in writing signed by a duly authorized officer of the Company. I
further understand that my obligation to abide by these policies is ongoing
(both during and after my employment with the Company) and I agree to promptly
disclose to the General Counsel any exceptions to or potential conflicts with
this agreement that exist now or may arise in the future. I acknowledge that
neither this agreement nor the Code of Ethics is meant to vary or supersede the
regular terms and conditions of my employment with the Company or to constitute
an employment contract.
In the space below list any exceptions to the Code of Ethics or other
matters that you feel should be disclosed. Specifically, you should list any
existing or potential conflicts of interest and any directorships, partnerships,
officerships, or other positions held in unaffiliated business organizations.
You should list those positions even if you serve at the request of or with the
permission of the Company. Please also disclose the positions of any related
persons if so required by the Company's policy on conflicts of interests.
All necessary disclosures should be made on this form even if they have
been previously disclosed to the Company.
Employee Signature: ______________________________ Date: _______________
Employee Name (please print or type):____________________________________
Title:_______________________________ Phone extension:__________________
PLEASE COMPLETE, SIGN AND DATE THIS AGREEMENT, DETACH THIS PAGE AND SEND IT
UNDER CONFIDENTIAL COVER TO THE ATTENTION OF PATRICK W. MCKEON, V.P.-DIRECTOR OF
COMPLIANCE. YOU SHOULD RETAIN A COPY OF THIS AGREEMENT FOR YOUR OWN RECORDS.
