EX-99.CODE ETH
JPMORGAN TRUST I
JPMORGAN TRUST II
UNDISCOVERED MANAGERS FUNDS
UM INVESTMENT TRUST
JPMORGAN INSURANCE TRUST
JPMORGAN INSTITUTIONAL TRUST
J. P. MORGAN MUTUAL FUND INVESTMENT TRUST
J. P. MORGAN FLEMING MUTUAL FUND GROUP, INC.
J. P. MORGAN MUTUAL FUND GROUP
J.P. MORGAN ACCESS MULTI-STRATEGY FUND, LLC
PACHOLDER HIGH YIELD FUND, INC.
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE
AND PRINCIPAL FINANCIAL OFFICERS
PERSONS COVERED BY THIS CODE OF ETHICS:
PATRICIA A. MALESKI PRINCIPAL EXECUTIVE OFFICER
JOY C. DOWD PRINCIPAL FINANCIAL OFFICER
1. COVERED OFFICERS/ PURPOSE OF THE CODE
a. THIS SARBANES-OXLEY CODE OF ETHICS FOR THE JPMORGAN FUNDS (THE
"FUNDS") 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 A REGISTRANT
FILES WITH, OR SUBMITS TO, THE SEC AND IN OTHER PUBLIC
COMMUNICATIONS MADE BY THE FUNDS;
iii. COMPLIANCE WITH APPLICABLE LAWS AND GOVERNMENTAL RULES
AND REGULATIONS;
iv. THE PROMPT INTERNAL REPORTING OF VIOLATIONS OF THIS
SARBANES-OXLEY CODE OF ETHICS TO AN APPROPRIATE PERSON
OR PERSONS IDENTIFIED HEREIN; AND
v. ACCOUNTABILITY FOR ADHERENCE TO THIS SARBANES-OXLEY
CODE OF ETHICS.
b. EACH COVERED OFFICER SHOULD ADHERE TO A HIGH STANDARD OF
BUSINESS ETHICS AND SHOULD BE SENSITIVE TO SITUATIONS THAT MAY
GIVE RISE TO ACTUAL AS WELL AS APPARENT 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 FUNDS. 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
FUNDS.
CERTAIN CONFLICTS OF INTEREST ARISE OUT OF THE RELATIONSHIPS BETWEEN COVERED
OFFICERS AND THE FUNDS AND ALREADY ARE SUBJECT TO CONFLICT OF INTEREST
PROVISIONS IN THE INVESTMENT COMPANY ACT AND THE 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 FUNDS BECAUSE OF
THEIR STATUS AS "AFFILIATED PERSONS" OF THE FUNDS. THE FUNDS 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.
ALTHOUGH TYPICALLY NOT PRESENTING AN OPPORTUNITY FOR IMPROPER PERSONAL BENEFIT,
CONFLICTS MAY ARISE FROM, OR AS A RESULT OF, THE CONTRACTUAL RELATIONSHIP
BETWEEN THE FUNDS AND THE INVESTMENT ADVISERS, PRINCIPAL UNDERWRITERS,
ADMINISTRATORS, AND/OR AFFILIATED PERSONS THEREOF (THE "FUNDS PRINCIPAL SERVICE
PROVIDERS") 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 FUNDS PRINCIPAL SERVICE PROVIDERS, OR FOR BOTH) BE INVOLVED IN ESTABLISHING
POLICIES AND IMPLEMENTING DECISIONS THAT WILL HAVE DIFFERENT EFFECTS ON THE
FUNDS PRINCIPAL SERVICE PROVIDERS AND THE FUNDS. THE PARTICIPATION OF THE
COVERED OFFICERS IN SUCH ACTIVITIES IS INHERENT IN THE CONTRACTUAL RELATIONSHIP
BETWEEN THE FUNDS AND THE FUNDS PRINCIPAL SERVICE PROVIDERS AND IS CONSISTENT
WITH THE PERFORMANCE BY THE COVERED OFFICERS OF THEIR DUTIES AS OFFICERS OF THE
FUNDS. THUS, IF PERFORMED IN CONFORMITY WITH THE PROVISIONS OF THE INVESTMENT
COMPANY ACT AND THE INVESTMENT ADVISERS ACT, SUCH ACTIVITIES WILL BE DEEMED TO
HAVE BEEN HANDLED ETHICALLY. 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 THIS OR 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 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 FUNDS.
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 FUNDS WHEREBY THE COVERED OFFICER
WOULD BENEFIT PERSONALLY TO THE DETRIMENT OF THE FUNDS;
b. NOT CAUSE THE FUNDS TO TAKE ACTION, OR FAIL TO TAKE ACTION,
FOR THE INDIVIDUAL PERSONAL BENEFIT OF THE COVERED OFFICER
RATHER THAN THE BENEFIT THE FUNDS;
c. COMPLETE ON AN ANNUAL BASIS THE FUNDS' TRUSTEE AND OFFICER
QUESTIONNAIRE WHICH REQUESTS INFORMATION REGARDING OTHER
BUSINESS AFFILIATIONS AND RELATIONSHIPS
4. IN FURTHERANCE OF THE ABOVE, BELOW ARE SOME EXAMPLES OF CONFLICT OF
INTEREST: SITUATIONS THAT SHOULD BE DISCUSSED WITH THE INVESTMENT
ADVISER'S COMPLIANCE DEPARTMENT, WHICH IS RESPONSIBLE FOR THE
DAY-TO-DAY MONITORING OF THE INVESTMENT ADVISER AND/OR THE FUNDS CHIEF
COMPLIANCE OFFICER. EXAMPLES OF THESE INCLUDE, BUT ARE NOT LIMITED TO:
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 FUNDS HAVE 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 OR
OTHER FORMULATION AS THE FUNDS ALREADY USE IN ANOTHER CODE
OF CONDUCT;
d. ANY OWNERSHIP INTEREST IN, OR ANY CONSULTING OR EMPLOYMENT
RELATIONSHIP WITH, ANY OF THE FUNDS' SERVICE PROVIDERS,
OTHER THAN THE FUNDS PRINCIPAL SERVICE PROVIDERS.;
e. A DIRECT OR INDIRECT FINANCIAL INTEREST IN COMMISSIONS,
TRANSACTION CHARGES OR SPREADS PAID BY THE FUNDS FOR
EFFECTING PORTFOLIO TRANSACTIONS OR FOR SELLING OR REDEEMING
SHARES SUCH AS COMPENSATION OR EQUITY OWNERSHIP OTHER THAN
AN INTEREST ARISING FROM THE COVERED OFFICER'S EMPLOYMENT
WITH THE FUNDS' PRINCIPAL SERVICE PROVIDERS.
5. DISCLOSURE AND COMPLIANCE
a. EACH COVERED OFFICER SHOULD FAMILIARIZE HIMSELF WITH THE
DISCLOSURE REQUIREMENTS GENERALLY APPLICABLE TO THE FUND;
b. 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;
c. 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 THIS 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
CODE;
ii. ANNUALLY THEREAFTER AFFIRM TO THE BOARD THAT HE
HAS COMPLIED WITH THE REQUIREMENTS OF THIS
SARBANES-OXLEY CODE OF ETHICS;
iii. NOT RETALIATE AGAINST ANY OTHER COVERED OFFICER
AND/OR ANY EMPLOYEE OF THE FUNDS OR AFFILIATED
PERSONS FOR REPORTS OF POTENTIAL VIOLATIONS THAT
ARE MADE IN GOOD FAITH; AND
iv. NOTIFY THE FUNDS' CHIEF COMPLIANCE OFFICER
PROMPTLY IF HE KNOWS OF ANY VIOLATION OF THIS
SARBANES-OXLEY CODE OF ETHICS.
b. FAILURE TO TAKE ANY OF THE ACTIONS SPECIFIED IN SECTION
6(a) ABOVE IS ITSELF A VIOLATION OF THIS SARBANES-OXLEY CODE
OF ETHICS.
c. THE FUNDS' CHIEF COMPLIANCE OFFICER IS RESPONSIBLE FOR
APPLYING THIS SARBANES-OXLEY CODE OF ETHICS TO SPECIFIC
SITUATIONS IN WHICH QUESTIONS ARE PRESENTED RELATING TO THE
CODE. THE CHIEF COMPLIANCE OFFICER 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 FUNDS' BOARD.
d. THE FUNDS WILL FOLLOW THESE PROCEDURES IN INVESTIGATING AND
ENFORCING THIS SARBANES-OXLEY CODE OF ETHICS:
i. THE FUNDS' CHIEF COMPLIANCE OFFICER (OR HIS
DESIGNEE) WILL TAKE ALL APPROPRIATE ACTION TO
INVESTIGATE ANY POTENTIAL VIOLATIONS REPORTED TO
HIM;
ii. IF, AFTER SUCH INVESTIGATION, THE FUNDS' CHIEF
COMPLIANCE OFFICER BELIEVES THAT NO VIOLATION HAS
OCCURRED, THE CHIEF COMPLIANCE OFFICER IS NOT
REQUIRED TO TAKE ANY FURTHER ACTION;
iii. ANY MATTER THE FUNDS' CHIEF COMPLIANCE OFFICER
BELIEVES TO BE A VIOLATION WILL BE REPORTED TO THE
FUNDS' BOARD WHICH 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 FUNDS' BOARD WILL BE RESPONSIBLE FOR GRANTING
WAIVERS, AS APPROPRIATE; AND
v. ANY CHANGES TO, OR WAIVERS OF THIS SARBANES-OXLEY
CODE OF ETHICS WILL, TO THE EXTENT REQUIRED, BE
DISCLOSED TO THE FUNDS' BOARD AS PROVIDED BY SEC
RULES.
7. THIS SARBANES-OXLEY CODE OF ETHICS SHALL BE THE SOLE CODE OF ETHICS
ADOPTED BY THE FUNDS 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
FUNDS, THE FUNDS' ADVISER, PRINCIPAL UNDERWRITER, OR OTHER SERVICE
PROVIDERS GOVERN OR PURPORT TO GOVERN THE BEHAVIOR OR ACTIVITIES OF
THE COVERED OFFICERS WHO ARE SUBJECT TO THIS SARBANES-OXLEY CODE OF
ETHICS, THEY ARE SUPERSEDED BY THE SARBANES-OXLEY CODE OF ETHICS TO
THE EXTENT THAT THEY OVERLAP OR CONFLICT WITH THE PROVISIONS OF THIS
SARBANES-OXLEY CODE OF ETHICS. THE FUNDS' AND THEIR INVESTMENT
ADVISER'S CODES OF ETHICS UNDER RULE 17J-L, UNDER THE INVESTMENT
COMPANY ACT, THE ADVISER'S MORE DETAILED POLICIES AND PROCEDURES SET
FORTH IN THE INVESTMENT ADVISER'S CODE OF ETHICS 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, OTHER THAN
AMENDMENTS TO EXHIBIT A, MUST BE APPROVED OR RATIFIED BY A MAJORITY
VOTE OF THE FUNDS' BOARD, INCLUDING A MAJORITY OF INDEPENDENT
DIRECTORS OR TRUSTEES.
9. ALL REPORTS AND RECORDS PREPARED OR MAINTAINED PURSUANT TO THIS
SARBANES-OXLEY CODE OF ETHICS WILL BE CONSIDERED CONFIDENTIAL AND
SHALL BE MAINTAINED AND PROTECTED ACCORDINGLY. EXCEPT AS OTHERWISE
REQUIRED BY LAW OR THIS SARBANES-OXLEY CODE OF ETHICS, SUCH MATTERS
SHALL NOT BE DISCLOSED TO ANYONE.
10. ALL REPORTS AND RECORDS MAINTAINED UNDER THIS SARBANES-OXLEY CODE OF
ETHICS ARE INTENDED SOLELY FOR INTERNAL USE BY THE FUNDS AND DOES NOT
CONSTITUTE AN ADMISSION, BY OR ON BEHALF OF ANY COMPANY, AS TO ANY
FACT, CIRCUMSTANCE, OR LEGAL CONCLUSION.