EX-99.CODE ETH
CODE OF ETHICS
FOR
JF CHINA REGION FUND, INC.
Approved September 9, 2004
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TABLE OF CONTENTS
PAGE
I. INTRODUCTION ......................................................... 1
A. GENERAL AND AUTHORIZATION ........................................ 1
B. DEFINITIONS ...................................................... 1
C. LEGAL REQUIREMENT ................................................ 2
D. PURPOSE OF THE CODE .............................................. 3
E. COMPLIANCE WITH THE CODE OF ETHICS ............................... 3
F. APPLICATION OF CODE OF ETHICS .................................... 3
G. STATEMENT OF GENERAL FIDUCIARY PRINCIPLES ........................ 3
H. FRONT RUNNING .................................................... 4
I. QUESTIONS REGARDING THE CODE ..................................... 4
II. CONFIDENTIALITY AND INSIDE INFORMATION ............................... 5
A. GENERAL .......................................................... 5
B. "INSIDER TRADING" DOCTRINE ....................................... 5
C. WHEN IS INFORMATION CONFIDENTIAL AND NON-PUBLIC OR MATERIAL? ..... 5
D. PROCEDURES REGARDING CONFIDENTIAL INFORMATION .................... 6
E. TRADE SECRETS .................................................... 6
III. CONFLICTS OF INTEREST AND BUSINESS ETHICS .......................... 7
A. GENERAL .......................................................... 7
B. OUTSIDE ACTIVITIES ............................................... 7
C. PERSONAL FINANCE ................................................. 7
D. GIFTS AND ENTERTAINMENT .......................................... 7
IV. PERSONAL ACCOUNT TRANSACTIONS BY COVERED PERSONS ................... 9
A. GENERAL .......................................................... 9
B. INITIAL AND ANNUAL DISCLOSURE OF PERSONAL SECURITIES HOLDINGS .... 10
C. TRANSACTIONS IN SHARES OF THE FUND ............................... 10
BASIC PRINCIPLES ................................................... 10
PRIOR CLEARANCE .................................................... 11
GOVERNMENTAL REPORTS ............................................... 11
D. LIABILITY FOR SHORT SWING PROFITS ................................ 12
E. TRANSACTIONS IN SECURITIES ELIGIBLE FOR INVESTMENT BY THE FUND ... 12
GENERAL ............................................................ 12
PRIOR APPROVAL ..................................................... 12
TRANSACTIONS EXEMPT FROM PRIOR APPROVAL REQUIREMENTS ............... 12
PRIOR APPROVAL PROCEDURE ........................................... 13
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TABLE OF CONTENTS
(CONTINUED)
REASONS FOR DISALLOWING PROPOSED TRANSACTIONS ...................... 14
F. NEW ISSUES ....................................................... 14
G. PRIVATE PLACEMENTS ............................................... 14
V. QUARTERLY REPORTS OF SECURITIES TRANSACTIONS ......................... 16
A. WHO MUST REPORT .................................................. 16
B. TRANSACTIONS THAT MUST BE REPORTED ............................... 16
C. TRANSACTIONS EXEMPT FROM REPORTING ............................... 16
D. REPORTING BY INDEPENDENT DIRECTORS ............................... 16
E. REPORTING PROCEDURES ............................................. 16
VI. STANDARD OF CONDUCT FOR PORTFOLIO TRANSACTIONS ..................... 18
VII. RECORDS ............................................................ 19
VIII. CODE VIOLATIONS .................................................... 19
IX. SARBANES OXLEY CODE OF ETHICS ...................................... 20
ANNEX A ................................................................... A-1
ANNEX B ................................................................... B-1
ANNEX C ................................................................... C-1
ANNEX D ................................................................... D-1
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PART I
I. INTRODUCTION
A. GENERAL AND AUTHORIZATION. This Code of Ethics sets forth the policies
and procedures applicable to officers, directors, employees and certain other
related persons of the Fund regarding business ethics, confidentiality and
trading in securities. These policies and procedures are mandatory and are
designed to protect the business interests of the Fund.
This Code of Ethics has been approved by a majority of the directors of the
Fund, including a majority of the Independent Directors. The directors of the
Fund have executed a certification stating that each of them have adopted
procedures necessary to prevent Covered Persons from violating this Code of
Ethics. All material changes to this Code of Ethics will be presented to the
directors of the Fund for approval as soon as practicable, but in no event later
than six months after they are made. At least annually, the directors of the
Fund will review a written report to be submitted by a Compliance Officer that
will include (i) a description of any issues arising under this Code of Ethics
or procedures related to it since the last such report including information
about material violations and sanctions imposed in response to violations and
(ii) a certification from the Fund that it has adopted procedures necessary to
prevent Covered Persons from violating this Code of Ethics.
B. DEFINITIONS. The following defined terms have the meanings assigned to
them below.
1940 ACT. The U.S. Investment Company Act of 1940, as amended from
time to time.
ACCESS PERSON. Each director, officer or Advisory Person of the Fund.
ADVISORY PERSON. Any employee of the Fund who obtains information
concerning recommendations made to the Fund with regard to the purchase or
sale of a security.
COMPLIANCE OFFICERS. The personnel of the JF Asset Management Group
compliance department designated as from time to time as a Compliance
Officer with respect to this Code of Ethics. A list of such personnel is
included as Annex A.
COVERED PERSONS. Each director, officer and employee of the Fund. A
list of Covered Persons may be obtained from a Compliance Officer.
ELIGIBLE SECURITIES. All securities or investments eligible for
purchase or sale by the Fund as set out in the Fund's prospectus (or other
analogous document) that COULD POTENTIALLY be recommended to or purchased
for the Fund.
FUND. JF China Region Fund, Inc.
INDEPENDENT DIRECTORS. Those directors of the Fund who are not,
consistent with the 1940 Act and the rules issued thereunder, deemed to be
"interested persons" of the Fund.
PART I
INSIDERS. Officers and directors of the Fund or a person who becomes a
beneficial owner of greater than 10 percent of the Fund's shares.
JF ASSET MANAGEMENT GROUP. Entities within the JPMorgan Fleming Asset
Management Group of Companies that provide asset management services in
Asia, except for Japan.
JFIMI. JF International Management, Inc.
JFIMI AFFILIATED PARTY. Any company that controls, is controlled by or
is under common control with JFIMI.
JPMORGAN FLEMING ASSET MANAGEMENT GROUP OF COMPANIES. Affiliates of
JPMorgan Chase, other than any such affiliate located in the United States,
that provides asset management services. A list of such companies may be
obtained from a Compliance Officer.
MANAGED ACCOUNT. Each account under investment management by JFIMI,
including each investment company registered with the SEC to which JFIMI
acts as an investment adviser or sub-advisor. References herein to a
Managed Account's shares or shareholders shall, in addition to the shares
or any person holding such shares of a Managed Account, as appropriate, be
deemed to include units, fractional interests or any other analogous right
or interest in a Managed Account and, as appropriate, the holders of such
interests.
PERSONAL ACCOUNT TRANSACTION. Every securities transaction in which a
Covered Person has any direct or indirect beneficial interest and over
which such Covered Person has direct or indirect influence or control. This
includes the right to acquire equity securities through the exercise or
conversion of any derivative security, whether or not currently
exercisable.
PERSONAL INVESTMENT PROCEDURES. Each of the personal investment
procedures applicable to employees of JP Morgan Fleming Asset Management
Group of Companies as the same may be amended from time to time.
SEC. The U.S. Securities and Exchange Commission.
SECRETARY. The secretary or such person or persons who may be
designated in writing by the Fund.
SECURITY HELD OR TO BE ACQUIRED. Any security which, within the most
recent 15 days, (i) is or has been held by the Fund, or (ii) is being or
has been considered for purchase by the Fund.
C. LEGAL REQUIREMENT. This Code of Ethics is adopted pursuant to the
requirements of U.S. federal securities laws, in particular Section 15(f) of the
Securities Exchange Act of 1934, as amended, Section 204A of the Investment
Advisers Act of 1940, as amended, and Rule 17j-1 under the 1940 Act.
2
PART I
D. PURPOSE OF THE CODE. This Code of Ethics was developed to provide
guidance with respect to the policies and procedures set forth herein and, in
particular, to:
(a) guard against the possibility of a transaction occurring that the SEC
or other regulatory body would view as illegal, such as front running
(as defined in subpart (H) below):
(b) avoid situations where it might appear that the Fund or any of its
officers, directors or employees had personally benefited at the
expense of a client or shareholder or had taken inappropriate
advantage of his or her fiduciary positions; and
(c) prevent the misuse of material, non-public information.
Officers, directors and employees of the Fund are urged to consider the
reasons for the adoption of this Code of Ethics. The reputation of the Fund
could be adversely affected as the result of even a single transaction
considered questionable in light of the fiduciary duties of the Fund and the
Independent Directors.
E. COMPLIANCE WITH THE CODE OF ETHICS. Compliance with the provisions of
this Code of Ethics is considered a basic condition of employment or service as
a director. Failure to comply with the policies and procedures included in this
Code of Ethics may result in civil and criminal liabilities, penalties or fines
under U.S. law, imprisonment, legal prohibition against further employment in
the U.S. securities industry and dismissal from employment for cause. Dismissal
for cause may result in the loss of certain benefits from the Fund or any
company within the JPMorgan Fleming Asset Management Group of Companies by which
the affected individual is employed. In addition, any profit realized from a
transaction which is deemed to be in violation of this Code of Ethics may be
required to be disgorged, and violators of this Code of Ethics may be subject to
other disciplinary actions. All Access Persons will be required to certify
annually that they have read and understood this Code of Ethics and recognize
that they are subject hereto. Further, Access Persons will be required to
certify annually that they have complied with the requirements of this Code of
Ethics and that they have disclosed or reported all personal securities
transactions required to be disclosed or reported pursuant to the requirements
of this Code of Ethics.
F. APPLICATION OF CODE OF ETHICS. This Code of Ethics applies to all
Covered Persons except that Independent Directors are exempt from Part III and
Part IV (B), (D)(2), (E), (F) and (G) of this Code of Ethics.
G. STATEMENT OF GENERAL FIDUCIARY PRINCIPLES. The following general
fiduciary principles have been adopted with respect to the personal investment
activities of all Covered Persons:
o The interests of the Fund's shareholders must come first;
o All Personal Account Transactions must 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 any individual's
position of trust and responsibility; and
3
PART I
o Covered Persons should not take inappropriate advantage of their
positions.
H. FRONT RUNNING. Front running is illegal. In the context of investment
management, front running is generally defined as the purchase or sale of a
security by an officer, director or employee of an investment adviser or fund in
anticipation of the adviser or fund effecting similar transactions for its
client or the fund, in order to take advantage of or avoid the consequences of
changes in market prices resulting from the client's or the fund's transaction.
I. QUESTIONS REGARDING THE CODE. Questions concerning the interpretation or
application of the policies and procedures set forth in this Code of Ethics
should be addressed to a Compliance Officer. All Covered Persons are encouraged
to seek advice with respect to any action or transaction which could be regarded
as violating this Code of Ethics and to refrain from any action or transaction
which might lead to the appearance of a violation.
4
PART II
II. CONFIDENTIALITY AND INSIDE INFORMATION
A. GENERAL. Confidential information is known by virtually every Covered
Person. Examples of confidential information include information concerning the
(i) securities transactions of the Fund before they are executed; (ii) policies
of the Fund derived from confidential communications; and (iii) the operations
or condition of the Fund. No confidential information should be used by any
Covered Person for any direct or indirect personal benefit during the term of
such Covered Person's relationship with the Fund and after such relationship has
ended. This restriction applies regardless of the source of such information.
B. "INSIDER TRADING DOCTRINE." Confidential information includes "material,
non-public information" about securities, investments, future events and other
matters that can affect the value of an investment. The U.S. securities laws
generally prohibit any person from:
o trading in a security while in possession of material, non-public
information regarding the security;
o tipping such information to others;
o recommending the purchase or sale of securities while in possession of
such information; and
o assisting anyone engaged in any of the above activities.
The "insider trading doctrine" is applicable when the trading or tipping in
question results in a breach of a duty of trust or confidence. The situations in
which a person can trade while in possession of material, non-public information
without breaching a duty are so complex and uncertain that the only safe course
is not to trade, tip or recommend securities while in possession of material,
non-public information. It is accordingly the policy of the Fund to prohibit any
Covered Person, while in the possession of material, non-public information,
from trading securities or recommending transactions, either personally or on
behalf of others, or communicating material, non-public information about the
securities in question to others in violation of the securities laws of the
United States or any other country that has jurisdiction over the activities of
such Covered Person.
C. WHEN IS INFORMATION CONFIDENTIAL AND NON-PUBLIC OR MATERIAL? In general,
any information received from any source (whether in the course of employment or
otherwise) that a Covered Person does not know to have been publicly
disseminated should be considered by such Covered Person to be confidential,
non-public information. A Covered Person should not regard information as having
been publicly disseminated unless he or she can point to some fact or event
demonstrating that the information is generally available, such as disclosure of
the information in a press release, in daily newspapers or in a public
disclosure document such as a prospectus.
Confidential, or non-public, information is considered to be material if it
is the type of information on which reasonable investors rely in making purchase
or sale decisions. Close cases should be resolved in favor of a finding that
information is material.
5
PART II
D. PROCEDURES REGARDING CONFIDENTIAL INFORMATION. Confidential information
should never be disclosed to any person (including any relative, friend or
acquaintance of a Covered Person) that the Covered Person does not know to be
subject to this Code of Ethics or some other binding obligation not to disclose
or make improper use of the information. Caution must be taken against making
even casual remarks that might disclose confidential information or allow the
appearance of such disclosure. Care must be exercised in discussing confidential
matters in elevators, at restaurants or in other places where outsiders may be
present or where unauthorized personnel could obtain confidential information.
Unnecessary copying of confidential documents should be avoided, and documents
containing confidential information should not be displayed in elevators or left
in conference rooms, on desks or in other locations where they may be seen by
outsiders.
E. TRADE SECRETS. All computer programs, investment methods and techniques,
trade secrets and other confidential information developed, created or obtained
by or with the assistance of any Covered Person during his or her relationship
with the Fund is the property of the Fund, and no Covered Person has or may
exercise any ownership or other rights or interest in any such property or
information. A Covered Person may not use any trade secrets, property, or such
confidential information during the course of any future employment. Upon
termination of a Covered Person's relationship with the Fund, such Covered
Person should return all trade secrets, property, and confidential information
he or she may possess to a Compliance Officer.
6
PART III
III. CONFLICTS OF INTEREST AND BUSINESS ETHICS
A. GENERAL. The purpose of the following is to ensure that the interests of
the Fund's shareholders come before what might, in any circumstances, be
construed as a Covered Person's own outside interests or benefits. Independent
Directors are exempt from this Part III.
Conflicts of interest, the potential for conflicts and any event that gives
rise to an appearance of a conflict are to be avoided. A Covered Person's direct
or indirect interest in a supplier, creditor, debtor or competitor may conflict
with the interests of the Fund. A conflict may occur when a Covered Person (i)
is also employed by another firm, directly or as a consultant or independent
contractor; (ii) has a direct financial interest in another firm; (iii) has an
immediate family financial interest in another firm; or (iv) is a director,
officer or partner of another firm. In no way should a Covered Person's
decisions about the best interests of the Fund be compromised or appear to be
compromised by his or her investments or other interests. Because questions of
proper business ethics and conflicts of interest are often difficult to discern
and to resolve, in the event of any doubt, a Covered Person should consult with
a Compliance Officer prior to acting.
B. OUTSIDE ACTIVITIES. Covered Persons are encouraged to engage in worthy
activities for their community or personal development. No such activities,
however, should be allowed to impair the working efficiency or responsibilities
of the individual. Covered Persons may from time to time be asked to serve as
directors or advisors or in other forms of participation in other companies or
organizations. Because such commitments can involve substantial responsibilities
and potential conflicts of interest or the appearance of such conflicts, no such
position should be accepted by an individual without the prior approval of a
Compliance Officer.
C. PERSONAL FINANCE. In addition to the limitations regarding investments
in securities eligible for purchase by the Fund (as described in Part IV),
Covered Persons are prohibited from having a direct or indirect interest or
investment in any dealer, broker or other current or prospective supplier of
goods or services from which the Covered Person might materially benefit or
appear to benefit as a consequence of the activities or relationship of the Fund
with the entity. One gauge of materiality would be if the Fund's current or
future activities or relationship with a given entity might materially affect
the economic prospects of that entity.
Covered Persons are expected to conduct their personal finance and
investments in a prudent manner. Obviously, there would be a risk to the
reputation of the Fund, as well as an impairment of productivity because of
emotional factors, if a Covered Person were to become financially embarrassed.
D. GIFTS AND ENTERTAINMENT. No Covered Person should accept a substantial
gift or excessive entertainment from any dealer or broker, client or supplier or
from any person or company seeking favor or business with the Fund. This policy
also covers the enjoyment or use of property or facilities for weekends,
vacations, trips, dinners and the like. This policy does not apply to dinners,
sporting events and other activities which are a normal part of a business
relationship. However, if a Covered Person engages in such activities to excess,
conflict of interest questions can arise. Naturally, every effort should be made
to refuse acceptance of a gift
7
PART III
or entertainment as gracefully as possible. The existence of this policy can be
cited as the reason for refusing such gifts or entertainment.
The above standards for the acceptance of substantial gifts or excessive
entertainment apply with equal force to the entertainment of others by Covered
Persons, especially personnel of brokers and dealers.
Acceptance of even nominal gifts and modest entertainment from dealers or
brokers or others seeking favor from a Covered Person or from the Fund should be
discouraged where possible. All Covered Persons are required to comply with the
provisions of the applicable code of conduct relating to personal benefits,
included in the JF Asset Management Compliance Procedures Manual, as in effect
from time to time.
8
PART IV
IV. PERSONAL ACCOUNT TRANSACTIONS BY COVERED PERSONS
A. GENERAL. Each person employed by a member of the JPMorgan Fleming Asset
Management Group of Companies is subject to its Personal Investment Procedures,
a copy of which was provided to each affected person upon the commencement of
his or her employment by a company in the JPMorgan Fleming Asset Management
Group of Companies and which are incorporated by reference into this Code of
Ethics. The following provisions are applicable to all Covered Persons, except
that sections (B), (D)(2), (E), (F) and (G) of this Part IV are not applicable
to Independent Directors, and are intended to supplement the Personal Investment
Procedures. In the event of a conflict between such Personal Investment
Procedures and this Code of Ethics, this Code of Ethics shall prevail.
Except for Independent Directors, each Covered Person shall effect all
transactions through the appropriate pre-approved brokers as set out in the
relevant Personal Investment Procedures. Exceptions may be granted to any
Covered Person on a case-by-case basis, but only in cases where the applicable
third-party broker is approved by a Compliance Officer or another person as
designated in accordance with the Personal Investment Procedures and such broker
agrees to provide duplicate contract notes, confirmations or other similar
evidences of transactions and periodic statements to the attention of a
Compliance Officer or such designated person.
Except as specifically provided, the following provisions apply to every
Personal Account Transaction in which a Covered Person controls or directs
securities trading for another person or has a direct or indirect beneficial
interest ("BENEFICIAL INTEREST") in the securities. In general, a Covered Person
is considered to have a direct or indirect beneficial interest in securities if
the securities are:
o held in his or her name;
o held in the name of a member of his immediate family who resides with
him;
o held by a trust for which the Covered Person acts as trustee, if at
least one trust beneficiary is a member of the person's immediate
family;
o held by a trust of which the Covered Person is a beneficiary where the
trustee does not exercise exclusive investment control;
o held by a general or limited partnership of which the Covered Person
is a general partner;
o held by a general or limited partnership of which the Covered Person
is a limited partner, if he or she has some control over portfolio
securities held by the partnership; or
o held by any entity or other person (including a partnership,
corporation or trust) if the Covered Person makes the investment
decisions for that entity or person.
9
PART IV
If a Covered Person is involved in any investment accounts enumerated above
which the Covered Person believes should not be subject to the prior approval or
reporting requirements of this Code of Ethics, a request for clarification or
exemption may be submitted in writing to a Compliance Officer or another person
as designated in accordance with the Personal Investment Procedures. An example
of this type of situation may be where a Covered Person has a direct or indirect
beneficial interest in an account, but has no direct or indirect influence or
control over the investment management process. Any such request for
clarification or exemption should name the account, the interest of the Covered
Person in such account, the person or firms responsible for its management, and
the basis upon which the exemption is being claimed.
B. INITIAL AND ANNUAL DISCLOSURE OF PERSONAL SECURITIES HOLDINGS. Except
for Independent Directors, each Covered Person must on commencement of
employment or appointment (no later than 10 days after the starting date), and
thereafter as of 31 December of each calendar year, disclose in writing all
securities holdings in which he or she is considered to have any direct or
indirect beneficial ownership and control and the names of any broker, dealer or
bank with whom he or she maintains an account in which any such securities are
held. The information in each annual report must be current as of a date no more
than 45 days before the date that the report is submitted by the Covered Person.
Forms for initial and annual reports are provided in Annexes B and C
respectively. Completed forms, or other written disclosure of holdings in a form
acceptable to the Compliance Officer, must be returned to a Compliance Officer
by the appropriate deadline. A Compliance Officer shall identify and maintain a
list of all Covered Persons required to make reports at commencement of
employment and annually.
The following holdings are exempt from the reporting requirements:
o Direct obligations of the Government of the United States;
o Bankers' acceptances, bank certificates of deposit, commercial paper
and high quality short-term debt instruments, including repurchase
agreements;
o Shares issued by money market funds;
o Shares issued by open-end funds other than funds for which JFIMI or a
JFIMI Affiliated Party serves as investment adviser or principal
underwriter;
o Shares issued by unit investment trusts that are invested exclusively
in one or more open-end funds, none of which are reportable funds.
C. TRANSACTIONS IN SHARES OF THE FUND.
BASIC PRINCIPLES. As more fully described in Part II, no Covered Person
should purchase or sell any shares of the Fund if he or she is aware of any
material, non-public information relating to the Fund.
Covered Persons are required to obtain prior approval for transactions
involving shares in Managed Accounts. Generally, Covered Persons will not be
allowed to purchase or sell any shares of a Managed Account during the period
from the third business day following the end of
10
PART IV
a reporting period (I.E., the end of the Managed Account's financial year and
financial half year), or such other date as the secretary or other appropriate
official of the applicable Managed Account may from time to time determine,
until the third business day after such Managed Account publicly releases
information concerning its earnings and portfolio holdings.
This provision applies only to Managed Accounts that are U.S.-registered
closed-end investment companies.
PRIOR CLEARANCE. Covered Persons are required to obtain approval prior to
effecting any transaction (including gifts) involving the Fund's shares. Except
as provided below, all requests for approval should be made in writing to a
Compliance Officer, who will send a copy to the Secretary of the Fund. Prior
approval of transactions in the Fund's shares granted by a Compliance Officer is
effective for one business day from and including the date the clearance is
granted, UNLESS (i) advised to the contrary by a Compliance Officer prior to the
proposed transaction; or (ii) the person receiving the approval comes into
possession of material, non-public information concerning the Fund and is
therefore prohibited from trading. If the proposed transaction is not executed
within this time period, a new approval must be obtained. Any Covered Person who
is subject to Personal Investment Procedures shall be deemed to have complied
with the requirements of this paragraph if such Covered Person receives prior
approval of a transaction in the Fund's shares in accordance with the provisions
of the Personal Investment Procedures applicable to such Covered Person.
GOVERNMENTAL REPORTS. Insiders are subject to the requirements of Section
16 of the Securities Exchange Act of 1934 and Section 30(f) of the 1940 Act. All
Insiders are required to file reports with the SEC disclosing their beneficial
ownership of the Fund's shares.
o FORM 3. The initial ownership report by an Insider is required to be
filed on Form 3. This report must be filed within 10 days after a
person becomes an Insider (I.E., is elected as an officer or director
or becomes a beneficial owner of greater than 10 percent of the Fund's
shares). Following the election or appointment of an Insider, a
Compliance Officer will deliver to the Insider a Form 3 for
appropriate signature and will file such Form with the SEC and provide
a copy to the Secretary or other appropriate official of the Fund.
o FORM 4. Any change in the Insider's ownership of the Fund's shares
must be reported on Form 4. The Form 4 is due by the 10th day
following the end of the month in which the ownership change occurred.
Following receipt of the notice of execution of the transaction, a
Compliance Officer will deliver to the Insider a Form 4 for
appropriate signature and will file such Form with the SEC and provide
a copy to the Secretary of the Fund.
o FORM 5. Any transaction or holding which is exempt from reporting on
Form 4, such as option exercises, small purchases of stock, gifts,
etc. may be reported on a deferred basis on Form 5 within 45 days
after the end of the calendar year in which the transaction occurred.
No Form 5 is necessary if all transactions and holdings were
previously reported on Form 4.
11
PART IV
D. LIABILITY FOR SHORT SWING PROFITS.
1. Any profit made by an Insider from any combination of a purchase and
sale or sale and purchase of the Fund's shares beneficially owned, directly or
indirectly, by such Insider within a period of less than six months, is, under
relevant U.S. regulation, presumed to be the result of inside information and
subject to recapture by the Fund. This means that any two transactions of an
"opposite" nature (I.E., a purchase and a sale) of the shares of the Fund within
any six-month period, however unrelated, may lead to recovery by the Fund of any
profit realized.
2. Any profit made by any employee of the Fund, from any combination of a
purchase and sale or sale and purchase of any security, whether or not held by
the Fund, within a period of 60 days is presumed to be the result of inside
information and is subject to recapture. Information regarding country specific
exceptions to this 60 day holding period may be obtained from a Compliance
Officer. Independent Directors are exempt from this section (D)(2).
E. TRANSACTIONS IN SECURITIES ELIGIBLE FOR INVESTMENT BY THE FUND.
GENERAL. The following policy applies to purchases or sales by any Covered
Person, except for Independent Directors, of all Eligible Securities, as well as
contracts relating to eligible securities, such as derivative investments and
hedging transactions.
PRIOR APPROVAL. Each Covered Person must obtain prior approval for
transactions in Eligible Securities and contracts relating to such Eligible
Securities for his or her own account, or for an account in which a Covered
Person has or derives a beneficial interest. If any Covered Person believes this
broad definition of beneficial interest, in particular as it applies to
relatives of a Covered Person, would pose a problem, he or she should discuss
the situation with a Compliance Officer.
Receiving prior approval does not relieve a Covered Person from conducting
his or her Personal Account Transactions in full compliance with (i) all other
provisions of this Code of Ethics, including the prohibition on trading while in
possession of material, non-public information; and (ii) all applicable laws,
including prohibitions on front running.
TRANSACTIONS EXEMPT FROM PRIOR APPROVAL REQUIREMENTS. All transactions in
Eligible Securities must receive prior approval EXCEPT the following:
o EXTERNAL THIRD-PARTY OPEN-END FUNDS. Purchases or redemptions of
shares or units of open-end investment companies, mutual funds and
unit trusts for which JFIMI or a JFIMI Affiliated Party does not serve
as investment adviser or principal underwriter.
o REGULAR SAVING SCHEME. The original set up of a regular saving schemes
including ISA's self select pension accounts, life policies or SAYE
schemes for any security including open-ended funds or JPMorgan Chase
Stock. However, any subsequent lump sum sales are subject to the prior
approval requirement.
o DIVIDEND RE-INVESTMENT PLAN. Transactions of securities under a
dividend re-investment plan.
12
PART IV
o EXTERNAL DISCRETIONARY FUND MANAGER. Transactions by appointed
external discretionary fund manager. A copy of the Investment
Management Agreement should be forwarded to Compliance.
o U.S. AND FOREIGN GOVERNMENT OBLIGATIONS. Purchases or sales of direct
obligations of government debt securities issued by the following
countries: Australia, Canada, France, Germany, Hong Kong, Italy,
Japan, United Kingdom and the United States.
o MONEY MARKET INSTRUMENTS. Commercial paper and other U.S. and foreign
money market instruments (including those issued by a U.S. Government
instrumentality or by a foreign government or bank).
o PRO RATA DISTRIBUTIONS. Purchases effected by the exercise of rights
issued pro rata to all holders of a class of securities or the sale of
rights so received.
o MANDATORY TENDERS. Purchases and sales of securities pursuant to a
mandatory tender offer.
o PAYROLL DEDUCTION PLANS. Purchases by a Covered Person's spouse
pursuant to a payroll deduction plan, provided that a Compliance
Officer has been previously notified in writing that the spouse will
be participating in the payroll deduction plan.
o EXERCISE OF STOCK OPTION OF CORPORATE EMPLOYER BY SPOUSE. Transactions
involving the exercise by a Covered Person's spouse of a stock option
issued by the corporation employing the spouse.
o GIFTS TO CHARITIES. Gifts to a charitable organization provided that
the securities are donated and not the cash proceeds.
PRIOR APPROVAL PROCEDURE. Except as provided below, each proposed
transaction in Eligible Securities or contracts relating to Eligible Securities
should be submitted for approval in written form (including by e-mail
communication) to a Compliance Officer. The Compliance Officers will be
responsible for processing all such requests, will record the following
information: (i) the date and time of the request; (ii) the person making the
request; (iii) the name of the security; (iv) the number of securities or amount
of debt involved; (v) the nature of the transaction; (vi) whether the request
was approved or disapproved; (vii) if rejected, the reason therefor; and (viii)
if approval was granted pursuant to an exemption, the reason the exemption was
given. Approval or disapproval will be given as quickly as possible by the
Compliance Officers on a standard form documenting the request and its approval
or disapproval. The requesting person will receive the original of the form for
recordkeeping purposes. Any Covered Person who is subject to Personal Investment
Procedures promulgated by any member of the JPMorgan Fleming Asset Management
Group of Companies shall be deemed to have complied with the requirements of
this paragraph if such Covered Person receives prior approval of a transaction
in eligible securities or contracts relating to eligible securities in
accordance with the provisions of the Personal Investment Procedures applicable
to such Covered Person.
13
PART IV
Each Covered Person is responsible for making certain that a Compliance
Officer or another person as designated in accordance with the Personal
Investment Procedures is notified as to the settlement details of each
transaction effected otherwise than through the appropriate pre-approved broker,
including date, price, executed value and name of executing bank, broker or
dealer, in any securities accounts for which the Covered Person is considered to
have a beneficial interest and control.
Prior clearance of a transaction is effective for one business day from and
including the date the clearance is granted. If the proposed transaction is not
executed within this time, a new clearance must be obtained.
REASONS FOR DISALLOWING PROPOSED TRANSACTIONS. Examples of situations in
which a proposed transaction in Eligible Securities may be disapproved include:
o PENDING CLIENT ORDERS. Orders have been placed by the Fund to purchase
or sell the security.
o PURCHASE AND SALES WITHIN FIVE BUSINESS DAYS. At the discretion of the
Compliance Officers, a restriction may be imposed in the case of a
particular security or market to the effect that a transaction in that
security or market may be disallowed on the grounds that the security
has been purchased or sold for or on behalf the Fund within five
business days immediately prior to or after the date of the proposed
transaction. For example, if a transaction on behalf of the Fund in
that security occurs on a Monday, a Covered Person may not purchase or
sell that security during the prior week or until the Tuesday of the
following week. If the Fund has eliminated its holdings in a
particular security, the five day restriction is not applicable to a
Covered Person's transactions in that security.
(The Compliance Officers have discretion to provide exceptions to the above
when the Covered Person wants to deal in stocks in large market
capitalizations and high trading liquidity and where JFIMI's dealings on
behalf of its Managed Accounts represent an insignificant proportion of the
total volume in the stock.)
o PURCHASE AND SALE BEING CONSIDERED. The security is being actively
considered for purchase or sale for the account of the Fund even
though no order has been placed.
o INTERNAL TRADING RESTRICTIONS. The security may be put on a
confidential "BANNED LIST" if the Fund is aware of price-sensitive
information about a company.
F. NEW ISSUES. Access Persons may not participate in an IPO.
G. PRIVATE PLACEMENTS. Access Persons may directly or indirectly acquire
beneficial ownership in a private placement of securities, including the
purchase of limited partnership interest only with prior written approval of a
Compliance Officer or another person as designated in accordance with the
Personal Investment Procedures. In considering such a request for approval, the
Compliance Officer or such designated person will determine whether the
14
PART IV
investment opportunity should be reserved for the Fund, and whether the
opportunity is being offered to the Access Person by virtue of his or her
position with the Fund.
An Access Person who has received approval to invest in a private placement
of securities and who, at a later date, anticipates participating in the
investment decision process regarding the purchase or sale of securities of the
issuer of that private placement by the Fund, must immediately disclose his or
her prior investment in the private placement to a Compliance Officer or such
designated person.
Independent Directors are exempt from this section (G).
15
PART V
V. QUARTERLY REPORTS OF SECURITIES TRANSACTIONS
A. WHO MUST REPORT. Each Access Person must make a quarterly securities
transaction report. The Compliance Officers shall identify and maintain a list
of all Access Persons who are under a duty to make quarterly reports and shall
inform each such person of this duty. No report is required for any quarter in
which there was no transaction that is required to be reported.
Independent Directors are included in the definition of an Access Person,
but the reporting obligations of such persons are conditionally limited as they
are not "interested persons" for the purposes of the 1940 Act. Reporting
obligations applicable to such persons are set out separately below in Section
D.
B. TRANSACTIONS THAT MUST BE REPORTED. Except as otherwise noted herein,
each Access Person must report each security transaction effected in the
preceding quarter in which such Access Person has any direct or indirect
beneficial interest.
C. TRANSACTIONS EXEMPT FROM REPORTING. Transactions in the following are
exempt from the reporting requirements:
o Direct obligations of the Government of the United States;
o Bankers' acceptances, bank certificates of deposit, commercial paper
and high quality short-term debt instruments, including repurchase
agreements;
o Shares issued by money market funds;
o Shares issued by open-end funds other than funds for which JFIMI or a
JFIMI Affiliated Party serves as investment adviser or principal
underwriter;
o Shares issued by unit investment trusts that are invested exclusively
in one or more open-end funds, none of which are reportable funds.
Transactions that were previously approved by or reported to the Compliance
Officers need not be reported again.
D. REPORTING BY INDEPENDENT. An Independent Director of the fund is not an
"interested person" within the meaning of Section 2(a)(19) of the 1940 Act and
is therefore subject to less onerous reporting requirements.
An Independent Director is required to include transactions in a security
in his or her quarterly report only when such person knew, or in the ordinary
course of fulfilling his or her official duties should have known, that during
the 15 day period immediately preceding or after the date of the transaction,
such security was purchase or sold by the Fund or such purchase or sale by the
Fund was considered by the Fund.
E. REPORTING PROCEDURES. All reports must be filed with a Compliance
Officer not later than 30 days after the end of the calendar quarter in which
the transaction to which the report relates was effected. Reports should be made
on the form designated "Quarterly Transaction
16
PART V
Statement," a copy of which is available from the Compliance Officers and which
is attached as Annex D to this Code of Ethics.
The Compliance Officers shall be responsible for reviewing the reports
filed pursuant to this Code of Ethics, reporting to the president or other
appropriate official of the Fund, as appropriate, any violation or apparent
violation of this Code of Ethics and confirming with Access Persons that reports
required hereby have been filed.
17
PART VI
VI. STANDARD OF CONDUCT FOR PORTFOLIO TRANSACTIONS
In connection with the purchase or sale, directly or indirectly, of a
Security Held or to be Acquired by the Fund, a Covered Person shall not:
o employ any device, scheme or artifice to defraud the Fund;
o make to the Fund, any untrue statement of a material fact or omit to
state to the Fund, a material fact necessary in order to make the
statements made, in light of the circumstances under which they are
made, not misleading;
o engage in any act, practice, or course of business which operates or
would operate as a fraud or deceit upon the Fund; or
o engage in any manipulative practice with respect to the Fund.
18
PART VII AND VIII
VII. RECORDS
The Compliance Officer shall preserve in an easily accessible place:
o This Code of Ethics and any Code of Ethics which has been superseded
by this Code of Ethics;
o A list of persons who, currently or within the preceding six years,
are or were required to make reports pursuant to this Code of Ethics
and any such predecessor thereof, or who are or were responsible for
reviewing those reports;
o A copy of each report made pursuant to this Code of Ethics and any
such predecessor thereof within the preceding six years;
o A record of any decision, including the reasons supporting the
decision, to approve any request to acquire securities pursuant to
sections IV.F. or IV.G. of this Code of Ethics within the preceding
six years; and
o A record of any violation of this Code of Ethics and any such
predecessor thereof and any action taken thereon within the preceding
six years.
The Compliance Officers are responsible for maintaining records in a manner
to safeguard their confidentiality. Each Covered Person's records will be
accessible only to the Covered Person, the Secretary and the directors of the
Fund, and to the Compliance Officers. Records will be maintained for six years.
Each Covered Person is responsible for seeing that the records regarding his or
her beneficial holdings and transactions in the shares of the Fund and eligible
securities are correct and current. Each Covered Person may be asked
periodically to verify the records.
VIII. CODE VIOLATIONS
Any officer, director or employee of the Fund who discovers a violation or
apparent violation of this Code of Ethics by any other person shall bring the
matter to the attention of the President or other appropriate official of the
Fund, and a Compliance Officer, who shall then report the matter to the Board of
Directors of the Fund. The Board of Directors of the Fund shall determine
whether a violation has occurred and, if it so finds, may impose or recommend
such sanctions, if any, as it considers appropriate. Such sanctions may include
suspension without pay, dismissal from employment for cause or any other
sanction which the Board of Directors shall determine to be reasonable and
proper. In determining the appropriate penalty, the Board of Directors shall
take due account of the Disciplinary Code included in the JF Asset Management
Compliance Procedures Manual. Any violation of this Code of Ethics with respect
to trading activities on behalf of the Fund by an officer, director or employee
of the Fund, together with any sanction or other penalty imposed by the Board of
Directors of the Fund, shall be timely reported to the Board of Directors.
19
PART IX
IX. SARBANES OXLEY CODE OF ETHICS
1. Covered Officers
a. This Sarbanes-Oxley Code of Ethics applies to the Fund's
Principal Executive Officer and Principal Financial Officer (the
"Covered Officers"), for the purpose of promoting:
i. Honest and ethical conduct, including the ethical handling
of actual or apparent conflicts of interest between personal
and professional relationships;
ii. Full, fair, accurate, timely and understandable disclosure
in reports and documents that the Fund files with, or
submits to, the SEC and in other public communications made
by the Fund;
iii. Compliance with applicable laws and governmental rules and
regulations;
iv. The prompt internal reporting of violations of the
Sarbanes-Oxley Code of Ethics to an appropriate person or
persons identified in the Sarbanes-Oxley Code of Ethics; and
v. Accountability for adherence to the Sarbanes-Oxley Code of
Ethics.
b. Each Covered Officer must comply with all applicable laws and
governmental rules and regulations.
c. Each Covered Officer should adhere to a high standard of business
ethics and should be sensitive to situations that may give rise
to apparent as well as actual conflicts of interest.
2. Covered Officers Should Ethically Handle Actual and Apparent Conflicts
of Interest.
A "conflict of interest" occurs when a Covered Officer's private
interest interferes with the interests of, or his service to, the
Fund. For example, a conflict of interest would arise if a Covered
Officer, or a member of his family, receives improper personal
benefits as a result of his position with the Fund.
Certain conflicts of interest arise out of the relationships between
Covered Officers and the Fund and already are subject to conflict of
interest provisions in the Investment Company Act and the Investment
Advisers Act. For example, Covered Officers may not individually
engage in certain transactions (such as the purchase or sale of
securities or other property) with the Fund because of their status as
"affiliated persons" of the Fund. The Fund's and the Investment
Adviser's compliance programs and procedures are designed to prevent,
or identify and correct, violations of these provisions. This
Sarbanes-Oxley Code of Ethics does not, and is not intended to, repeat
or replace these programs and procedures.
20
PART IX
Although typically not presenting an opportunity for improper personal
benefit, conflicts may arise from, or as a result of, the contractual
relationship between the Fund and the Investment Adviser of which the
Covered Officers are also officers or employees. As a result, the
Sarbanes-Oxley Code of Ethics recognizes that the Covered Officers
will, in the normal course of their duties (whether formally for the
Company, the adviser, or for both) be involved in establishing
policies and implementing decisions that will have different effects
on the Investment Adviser and the Fund. The participation of the
Covered Officers in such activities is inherent in the contractual
relationship between the Fund and the Investment Adviser and is
consistent with the performance by the Covered Officers of their
duties as officers of the Fund. In addition, it is recognized by the
Fund's Board that the Covered Officers may also be officers or
employees of one or more other investment companies covered by other
codes.
Other conflicts of interest are covered by the Sarbanes-Oxley Code of
Ethics, even if such conflicts of interest are not subject to
provisions in the Investment Company Act and the Investment Advisers
Act. The following list provides examples of conflicts of interest
under the Sarbanes-Oxley Code of Ethics, but Covered Officers should
keep in mind that these examples are not exhaustive. The overarching
principle is that the personal interest of a Covered Officer should
not be placed improperly before the interest of the Fund.
3. Each Covered Officer must:
a. Not use his personal influence or personal relationships
improperly to influence investment decisions and/or financial
reporting by the Fund whereby the Covered Officer would benefit
personally to the detriment of the Fund; and
b. Not cause the Fund to take action, or fail to take action, for
the individual personal benefit of the Covered Officer rather
than the benefit of the Fund.
4. In furtherance of the above, below are some examples of conflicts of
interest that should be discussed with the CCO:
a. Serving as a director on the board of any public, private company
or not-for-profit organization;
b. The receipt of any gifts in excess of $100;
c. The receipt of any entertainment from any company with which the
Fund has current or prospective business dealings unless such
entertainment is business related, reasonable in cost,
appropriate as to time and place, and not so frequent as to raise
any question of impropriety;
d. Any ownership interest in, or any consulting or employment
relationship with, any of the Fund's service providers, other
than its investment adviser, administrator and/or any affiliated
person thereof;
21
PART IX
e. A direct or indirect financial interest in commissions,
transaction charges or spreads paid by the Fund for effecting
portfolio transactions or for selling or redeeming shares other
than an interest arising from the Covered Officer's employment,
such as compensation or equity ownership.
5. Disclosure and Compliance
a. Each Covered Officer should familiarize himself with the
disclosure requirements generally applicable to the Fund;
b. Each Covered Officer is responsible for ensuring that the
disclosure included in reports and documents that the Fund files
with, or submits to, the SEC and in other public communications
made by the Fund is full, fair, accurate, timely and
understandable;
c. Each Covered Officer should not knowingly misrepresent, or cause
others to misrepresent, facts about the Fund to others, whether
within or outside the Fund, including to the Fund's directors and
auditors, and/or to governmental regulators and self-regulatory
organizations; and
d. It is the responsibility of each Covered Officer to promote
compliance with the standards and restrictions imposed by
applicable laws, rules and regulations.
6. Reporting and Accountability
a. Each Covered Officer must:
i. Upon adoption of the Sarbanes-Oxley Code of Ethics (or
thereafter as applicable, upon becoming a Covered Officer),
affirm in writing to the Board that he has received, read,
and understands the Sarbanes-Oxley Code of Ethics;
ii. Annually thereafter affirm to the Board that he has complied
with the requirements of the Sarbanes-Oxley Code of Ethics;
iii. Not retaliate against any other Covered Officer and/or any
employee of the Fund or affiliated persons for reports of
potential violations that are made in good faith; and
iv. Notify the CCO promptly if he knows of any violation of this
Sarbanes-Oxley Code of Ethics. Failure to do so is itself a
violation of the Sarbanes-Oxley Code of Ethics.
b. The CCO is responsible for applying the Sarbanes-Oxley Code of
Ethics to specific situations in which questions are presented
relating to the Sarbanes-Oxley Code of Ethics. The CCO has the
authority to interpret this Sarbanes-Oxley Code of Ethics in any
particular situation. However, any waivers sought by the Covered
Officer will require prior review and approval by the Board.
22
PART IX
c. The Fund will follow these procedures in investigating and
enforcing this Sarbanes-Oxley Code of Ethics:
i. The CCO (or her designee) will take all appropriate action
to investigate any potential violations reported to him;
ii. If, after such investigation, the CCO believes that no
violation has occurred, the Chief Compliance Officer is not
required to take any further action;
iii. Any matter the CCO believes to be a violation will be
reported to the Board. The Board will consider appropriate
action, which may include review of, and/or appropriate
modifications to, applicable policies and procedures;
notification to appropriate personnel of the investment
adviser or its board; and/or a recommendation to dismiss the
Covered Officer;
iv. The Board will be responsible for granting waivers, as
appropriate, and making any changes to the Sarbanes-Oxley
Code of Ethics.
7. This Sarbanes-Oxley Code of Ethics shall be the sole code of ethics
adopted by the Fund for purposes of Section 406 of the Sarbanes-Oxley
Act and the rules and forms applicable to registered investment
companies thereunder. Insofar as other policies or procedures of the
Fund, the Fund's adviser, or other service providers govern or purport
to govern the behavior or activities of the Covered Officers who are
subject to the Sarbanes-Oxley Code of Ethics, they are superseded by
the Sarbanes-Oxley Code of Ethics to the extent that they conflict
with the provisions of the Sarbanes-Oxley Code of Ethics. The Fund's
and its Investment Adviser's codes of ethics under Rule 17j-l under
the Investment Company Act are separate requirements applying to the
Covered Officers and others, and are not part of this Sarbanes-Oxley
Code of Ethics.
8. Any amendments to the Sarbanes-Oxley Code of Ethics must be approved
or ratified by a majority vote of the Board, including a majority of
independent directors.
9. All reports and records prepared or maintained pursuant to the
Sarbanes-Oxley Code of Ethics will be considered confidential and
shall be maintained and protected accordingly. Except as otherwise
required by law or the Sarbanes-Oxley Code of Ethics, such matters
shall not be disclosed to anyone.
10. The Sarbanes-Oxley Code of Ethics is intended solely for internal use
by the Fund and does not constitute an admission by or on behalf of
the Fund, as to any fact, circumstance, or legal conclusion.
23
Annex A
Compliance Officers
-------------------
Muriel Sung
Winnie Chan
Ida Yeung
Winnie Fong
A-1
Annex B
PERSONAL INVESTMENTS - INITIAL HOLDINGS STATEMENT
Please complete all sections and return to Compliance no later than the 10th day
after the commencement of your employment. The information in the statement must
be current as of a date no more than 45 days before the date of the statement.
Name: Date employment commenced:
------------------------------- ----------------
Date of this statement: Date of information:
------------- ----------------------
- --------------------------------------------------------------------------------
Please indicate below all applicable details of any holdings of reportable
securities. Use one sheet of paper for each reportable security.
Title of security:
Type of security:
Exchange ticker symbol or CUSIP number:
Number of shares:
Principal amount:
Name of broker, dealer or bank:
THE FOLLOWING HOLDINGS ARE EXEMPT FROM THE REPORTING REQUIREMENTS: DIRECT
OBLIGATIONS OF THE GOVERNMENT OF THE UNITED STATES; BANKERS' ACCEPTANCES, BANK
CERTIFICATES OF DEPOSIT, COMMERCIAL PAPER AND HIGH QUALITY SHORT-TERM DEBT
INSTRUMENTS, INCLUDING REPURCHASE AGREEMENTS; SHARES ISSUED BY MONEY MARKET
FUNDS; SHARES ISSUED BY OPEN-END FUNDS OTHER THAN FUNDS FOR WHICH JFIMI OR A
JFIMI AFFILIATED PARTY SERVES AS INVESTMENT ADVISER OR PRINCIPAL UNDERWRITER;
AND SHARES ISSUED BY UNIT INVESTMENT TRUSTS THAT ARE INVESTED EXCLUSIVELY IN ONE
OR MORE OPEN-END FUNDS, NONE OF WHICH ARE REPORTABLE FUNDS.
- --------------------------------------------------------------------------------
You may use the following space if any explanations or further details are
required.
- --------------------------------------------------------------------------------
Signature Date
--------------------- ------------------------
B-1
Annex C
PERSONAL INVESTMENTS - ANNUAL HOLDINGS STATEMENT
Please complete all sections and return to Compliance no later than December 31.
The information in the statement must be current as of a date no earlier than
November 16.
Name: Date of information:
----------------------- -----------------------
- --------------------------------------------------------------------------------
Please indicate below all applicable details of any holdings of reportable
securities. Use one sheet of paper for each reportable security.
Title of security:
Type of security:
Exchange ticker symbol or CUSIP number:
Number of shares:
Principal amount:
Name of broker, dealer or bank:
THE FOLLOWING HOLDINGS ARE EXEMPT FROM THE REPORTING REQUIREMENTS: DIRECT
OBLIGATIONS OF THE GOVERNMENT OF THE UNITED STATES; BANKERS' ACCEPTANCES, BANK
CERTIFICATES OF DEPOSIT, COMMERCIAL PAPER AND HIGH QUALITY SHORT-TERM DEBT
INSTRUMENTS, INCLUDING REPURCHASE AGREEMENTS; SHARES ISSUED BY MONEY MARKET
FUNDS; SHARES ISSUED BY OPEN-END FUNDS OTHER THAN FUNDS FOR WHICH JFIMI OR A
JFIMI AFFILIATED PARTY SERVES AS INVESTMENT ADVISER OR PRINCIPAL UNDERWRITER;
AND SHARES ISSUED BY UNIT INVESTMENT TRUSTS THAT ARE INVESTED EXCLUSIVELY IN ONE
OR MORE OPEN-END FUNDS, NONE OF WHICH ARE REPORTABLE FUNDS.
- --------------------------------------------------------------------------------
You may use the following space if any explanations or further details are
required.
- --------------------------------------------------------------------------------
Signature Date
--------------------- ------------------------
C-1
Annex D
PERSONAL INVESTMENTS - QUARTERLY TRANSACTION STATEMENT
Please complete all sections and return to Compliance no later than the 30th day
after the end of the quarter.
Name: Quarter Ended:
--------------------------- ------------------------------
- --------------------------------------------------------------------------------
Please indicate below all applicable details of any transactions in reportable
securities that were not reported by either you or your approved broker to your
Compliance Department. Use one sheet of paper for each transaction in reportable
securities.
Date of transaction:
Title of security:
Exchange ticker symbol or CUSIP number:
Interest rate:
Maturity date:
Number of shares:
Principal amount:
Nature of transaction (purchase, sale, etc.):
Price of security:
Name of broker, dealer or bank:
THE TRANSACTIONS IN THE FOLLOWING ARE EXEMPT FROM THE REPORTING REQUIREMENTS:
DIRECT OBLIGATIONS OF THE GOVERNMENT OF THE UNITED STATES; BANKERS' ACCEPTANCES,
BANK CERTIFICATES OF DEPOSIT, COMMERCIAL PAPER AND HIGH QUALITY SHORT-TERM DEBT
INSTRUMENTS, INCLUDING REPURCHASE AGREEMENTS; SHARES ISSUED BY MONEY MARKET
FUNDS; SHARES ISSUED BY OPEN-END FUNDS OTHER THAN FUNDS FOR WHICH JFIMI OR A
JFIMI AFFILIATED PARTY SERVES AS INVESTMENT ADVISER OR PRINCIPAL UNDERWRITER;
AND SHARES ISSUED BY UNIT INVESTMENT TRUSTS THAT ARE INVESTED EXCLUSIVELY IN ONE
OR MORE OPEN-END FUNDS, NONE OF WHICH ARE REPORTABLE FUNDS.
- --------------------------------------------------------------------------------
You may use the following space if any explanations or further details are
required.
- --------------------------------------------------------------------------------
Signature Date
--------------------- ------------------------
D-1