CODE OF ETHICS
The J.P. Morgan Family of Funds
1. Purposes
This Code of Ethics (the "Code") has been adopted by the Trustees of
the funds listed on Schedule A hereto (each, a "Portfolio"), 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 by investment companies, if effected by associated persons of
such companies. The purpose of this Code is to provide regulations and
procedures consistent with the Act and Rule 17j-1 designed to give effect to the
general prohibitions 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
such 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 Trustee, officer or Advisory Person of
the Portfolio.
(b) Adviser shall mean J.P. Morgan Investment Management, Inc.
(c) "Advisory Person" of a Portfolio means: (i) any employee of the Portfolio
(or any company in a control relationship to the Portfolio) who, in connection
with his or her regular functions or duties, makes, participates in, or obtains
information regarding the purchase or sale of Covered Securities by the
Portfolio, 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 Portfolio who obtains information concerning recommendations
made to the Portfolio with regard to the purchase or sale of Covered Securities
by the Portfolio.
(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 the
beneficial owner of a security for purposes of Section 16 of the Securities
Exchange Act of 1934 and the rules and regulations thereunder (see Annex A). Any
report required by Section 5(a) of this Code may contain a statement that the
report will not be construed as an admission that the person making the report
has any direct or indirect beneficial ownership in the Security to which the
report relates.
(e) "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.
(f) "Control" has the same meaning as in Section 2(a)(9) of the Act.
(g) "Disinterested Trustee" means a Trustee of the Portfolio who is not an
"interested person" of the Portfolio within the meaning of
Section 2(a)(19) of the Act.
(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) "Investment Personnel" means (i) any employee of the Portfolio (or of any
company in a control relationship to the Portfolio) who, in connection with his
or her regular functions or duties, makes or participates in making
recommendations regarding the purchase or sale of securities by the Portfolio;
and (ii) any natural person who controls the Portfolio and who obtains
information concerning recommendations made to the Portfolio regarding the
purchase or sale of securities by the Portfolio.
(j) "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.
(k) "Purchase or Sale of a Covered Security" includes, inter alia, the writing
of an option to purchase or sell a Covered Security.
(l) "Security Held or to be Acquired" by a Portfolio means: (i) any Covered
Security which, within the most recent 15 days, is or has been held by the
Portfolio or is being or has been considered by the Portfolio or its adviser for
purchase by the Portfolio; 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. Prohibited Purchases and Sales
(a) No Access Person shall purchase or sell directly or indirectly any
Covered Security in which he or she has, or by reason of such transaction
acquires, any direct or indirect Beneficial Ownership and which to his or her
actual knowledge at the time of such purchase or sale:
(i) is being considered for purchase or sale by the Portfolio; or
(ii) is being purchased or sold by the Portfolio.
(b) No Access Person shall reveal to any other person (except in the
normal course of his or her duties on behalf of the Portfolio) any information
regarding Covered Securities transactions by the Portfolio or consideration by
the Portfolio or its adviser of any such Covered Securities transactions.
(c) No Access Person shall recommend any Covered Securities transaction
by the Portfolio without having disclosed his or her interest, if any, in such
Covered Securities or the issuer thereof, including without limitation (i) his
or her direct or indirect Beneficial Ownership of any Covered Securities of such
issuer, (ii) any contemplated transaction by such person in such Covered
Securities (iii) any position with such issuer or its affiliates and (iv) any
present or proposed business relationship between such issuer or its affiliates,
on the one hand, and such person or any party in which such person has a
significant interest, on the other; provided, however, that in the event the
interest of such Access Person in such Covered Securities or issuer is not
material to his or her personal net worth and any contemplated transaction by
such person in such Covered Securities cannot reasonably be expected to have a
material adverse effect on any such transaction by the Portfolio or on the
market for the Covered Securities generally, such Access Person shall not be
required to disclose his or her interest in the Covered Securities or issuer
thereof in connection with any such recommendation.
(d) No Investment Personnel shall purchase any Covered Security which
is part of an Initial Public Offering or a Limited Offering.
4. Exempted Transactions
The prohibitions of Section 3 of this Code shall not apply to:
(a) Purchases or sales effected in any account over which the Access
Person has no direct or indirect influence or control.
(b) Purchases or sales of Covered Securities which are not eligible for
purchase or sale by the Portfolio.
(c) Purchases or sales which are non-volitional on the part of either
the Access Person or the Portfolio.
(d) Purchases which are part of an automatic dividend reinvestment
plan.
(e) Purchases effected upon the exercise of rights issued by an issuer
pro rata to all holders of a class of its Covered Securities, to the extent such
rights were acquired from such issuer, and sales of such rights so acquired.
(f) Purchases or sales which are only remotely potentially harmful to
the Portfolio because they would be very unlikely to affect a highly
institutional market, or because they clearly are not related economically to
the Covered Securities to be purchased, sold or held by the Portfolio.
5. Reporting Requirements
(a) Every Access Person must report to the Adviser's compliance department in
accordance with Section 5(d) of this Code:
(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. With respect to any account
established by the Access Person in which any Covered
Securities were held during the calendar 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. Such report shall be filed no later than 10
days after the end of each calendar quarter.
(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 5(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. to make a Quarterly Transaction or New Account
Report under Section 5(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 5(a)(ii) or
(ii), as the case may be, is contained in the broker
trade confirmations or account statements, or in the
records of the Adviser.
(ii) a Disinterested Trustee who would be required to make a report solely by
reason of being a Trustee need not make:
A. an initial holdings report and annual holdings
reports; and
B. quarterly transaction and new account reports,
since the Trustees generally have no involvement in
the security selection process. Such reports need to
be filed only if a Trustee, at the time of that
transaction, knew, or in the ordinary course of
fulfilling his or her official duties as a Trustee of
the Portfolio, should have known, that during the
15-day period immediately before or after the date of
the Trustee's transaction in a Covered Security, such
Covered Security is or was purchased or sold by the
Portfolio or was being considered for purchase or
sale by the Portfolio or 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 5(a)(ii).
(d) All reports prepared pursuant to this Section 5 shall be filed
with the person designated by the Adviser's compliance
department to review these materials.
(e) The Adviser's compliance department will identify all Access
Persons who are required to file reports pursuant to this
Section 5 and will inform them of their reporting obligation.
6. Recordkeeping Requirements
The Adviser will, on behalf of each Portfolio, maintain at its
principal place of business maintain records in the manner and extent
set out in this Section of this Code and will 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 each code of ethics of the Adviser,
distributor and the Portfolios 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 this Code, 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 5(a) of this Code, 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 Section 7(b) of
this Code 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) The Portfolio must maintain a record of any decision,
and the reasons supporting the decision, to approve
the acquisition by Investment Personnel of any
Covered Security that is part of an Initial Public
Offering or a Limited Offering, for at least five
years after the end of the fiscal year in which the
approval is granted.
7. Fiduciary Duties of the Portfolio's Board of Trustees
a. Each Portfolio's Trustees, including a majority of Disinterested
Trustees, must approve the code of ethics of the Portfolio, the Adviser and
distributor and any material change to these codes. The Board must base its
approval of a code and any material changes to the code on a determination that
the code contains provisions reasonably necessary to prevent Access Persons from
engaging in any conduct prohibited by Rule 17j-1(b) of the Act as described in
Section 1. Before approving the codes of the Adviser, distributor and the
Portfolios, each Portfolio's Board must receive certification from the Adviser,
distributor and the Portfolios that each has adopted procedures reasonably
necessary to prevent Access Persons from violating its code of ethics. The
Portfolio's Board must approve the codes of the Adviser and the distributor
before initially retaining the services of the Adviser or distributor. The
Portfolio's Board must approve a material change to a code not later than six
months after adoption of the material change. The Adviser, distributor and the
Portfolios must each use reasonable diligence and institute procedures
reasonably necessary to prevent violations of its code of ethics.
b. No less frequently than annually, the Adviser, distributor,
and the Portfolios must furnish to the Portfolio's Board a
written report that:
1. Describes any issues arising under the code of ethics
or procedures since the last report to the Board,
including, but not limited to, information about
material violations of the code or procedures and
sanctions imposed in response to the material
violations; and
2. Certifies that the Adviser, the distributor, and the
Portfolios have adopted procedures reasonably
necessary to prevent Access Persons from violating
the code.
8. Sanctions
Upon discovering a violation of this Code, the Trustees of the
Portfolio may impose such sanctions as they deem appropriate, including, inter
alia, a letter of censure or suspension or termination of the employment of the
violator.
<PAGE>
Annex A
The term "beneficial owner" shall mean any person who,
directly or indirectly, through any contract, arrangement,
understanding, relationship or otherwise, has or shares a direct or
indirect pecuniary interest in the securities, subject to the
following:
(i) The term "pecuniary interest" in any class of securities shall mean the
opportunity, directly or indirectly, to profit or share in any profit
derived from a transaction in the subject securities.
(ii) The term "indirect pecuniary interest" in any class of securities shall
include, but not be limited to:
(A) Securities held by members of a person's immediate family sharing the
same household; provided, however, that the presumption of such
beneficial ownership may be rebutted;
(B) A general partner's proportionate interest in the portfolio securities
held by a general or limited partnership. The general partner's
proportionate interest, as evidenced by the partnership agreement in
effect at the time of the transaction and the partnership's most recent
financial statements, shall be the greater of: (1) the general
partner's share of the partnership's profits, including profits
attributed to any limited partnership interests held by the general
partner and any other interests in profits that arise from the purchase
and sale of the partnership's portfolio securities; or (2) the general
partner's share of the partnership capital account, including the share
attributable to any limited partnership interest held by the general
partner;
(C) A performance-related fee, other than an asset-based fee, received by
any broker, dealer, bank, insurance company, investment company,
investment adviser, investment manager, trustee or person or entity
performing a similar function; provided, however, that no pecuniary
interest shall be present where (1) the performance-related fee,
regardless of when payable, is calculated based upon net capital gains
and/or net capital appreciation generated from the portfolio or from
the fiduciary's overall performance over a period of one year or more;
and (2) securities of the issuer do not account for more than 10
percent of the market value of the portfolio. A right to a
nonperformance-related fee alone shall not represent a pecuniary
interest in the securities;
(D) A person's right to dividends that is separated or separable from the
underlying securities. Otherwise, a right to dividends alone shall not
represent a pecuniary interest in the securities;
(E) A person's interest in the securities held by a trust, as follows:
(1) Trustees. If a trustee has a pecuniary interest,
as provided above, in any holding or transaction in
the issuer's securities held by the trust, such
holding or transaction shall be attributed to the
trustee in the trustee's individual capacity, as well
as on behalf of the trust. With respect to
performance fees and holdings of the trustee's
immediate family, trustees shall be deemed to have a
pecuniary interest in the trust holdings and
transactions in the following circumstances: (i) a
performance fee is received that does not meet the
proviso of paragraph (ii)(C) above; or (ii)at least
one beneficiary of the trust is a member of the
trustee's immediate family. The pecuniary interest of
the immediate family member(s) shall be attributed to
the trustee;
(2) Beneficiaries. A beneficiary shall have or share
reporting obligations with respect to transactions in
the issuer's securities held by the trust, if the
beneficiary is a beneficial owner of the securities,
as follows:
(aa) If a beneficiary shares investment
control with the trustee with
respect to a trust transaction, the
transaction shall be attributed to
both the beneficiary and the trust;
(bb) If a beneficiary has investment
control with respect to a trust
transaction without consultation
with the trustee, the transaction
shall be attributed to the
beneficiary only; and
(cc) In making a determination as to
whether a beneficiary is the
beneficial owner
of the securities, beneficiaries
shall be deemed to have a pecuniary
interest in the issuer's securities
held by the trust to the extent of
their pro rata interest in the trust
where the trustee does not exercise
exclusive investment control.
(3) Settlors.If a settlor reserves the right to
revoke the trust without the consent of
another person, the trust holdings and
transactions
shall be attributed to the settlor instead
of the trust; provided, however, that if the
settlor does not exercise or share
investment control over the issuer's
securities held by the trust, the trust
holdings and transactions shall be
attributed to the trust instead of the
settlor; and
(F) A person's right to acquire securities through the exercise or
conversion of any derivative security, whether or not presently
exercisable.
(iii) A shareholder shall not be deemed to have a pecuniary
interest in the portfolio securities held by a corporation or similar
entity in which the person owns securities if the shareholder is not a
controlling shareholder of the entity and does not have or share
investment control over the entity's portfolio.
<PAGE>
CODE OF ETHICS
Schedule A
Portfolio Adoption Date
The Federal Money Market Portfolio 1/27/00
The Prime Money Market Portfolio 1/27/00
The Tax Exempt Money Market Portfolio 1/27/00
The Short Term Bond Portfolio 1/27/00
The U.S. Fixed Income Portfolio 1/27/00
The Tax Exempt Bond Portfolio 1/27/00
The U.S. Equity Portfolio 1/27/00
The U.S. Small Company Portfolio 1/27/00
The International Equity Portfolio 1/27/00
The Diversified Portfolio 1/27/00
The Emerging Markets Equity Portfolio 1/27/00
The New York Tax Exempt Bond Portfolio 1/27/00
The European Equity Portfolio 1/27/00
The Disciplined Equity Portfolio 1/27/00
The International Opportunities Portfolio 1/27/00
J.P. Morgan Tax Aware U.S. Equity Fund 1/27/00
J.P. Morgan Tax Aware Disciplined Equity Fund 1/27/00
J.P. Morgan California Bond Fund 1/27/00
The Emerging Markets Debt Portfolio 1/27/00
The U.S. Small Companies Portfolio 1/27/00
The Global Strategic Income Portfolio 1/27/00
The Treasury Money Market Portfolio 1/27/00
J.P. Morgan Global 50 Fund 1/27/00
J.P. Morgan U.S. Market Neutral Fund 1/27/00
J.P. Morgan U.S. Large Cap Growth Fund 1/27/00
<PAGE>
J.P. Morgan SmartIndex Fund 1/27/00
J.P. Morgan Tax Aware Enhanced Income Fund 1/27/00
J.P. Morgan Enhanced Income Fund 4/06/00
J.P. Morgan Global HealthTech Equity Fund 6/12/00
J.P. Morgan Global Technology, Media and Telecom. Fund 6/12/00
