EXHIBIT Case Document Filed Page of Case Document Filed Page of NOVEMBER CODE OF CONDUCT PMorganChase Confidential JPM-SDNYLIT-0027 Case Document Filed Page of Dear colleagues Our integrity and reputation depend on our ability to do the right thing even when its not the easy thing Our commitment to responsible honest and ethical behavior was at the heart of the codes of conduct of both heritage firms and it remains so at JPMorgan Chase today The companys new Code of Conduct states clearly that no one should ever sacrifice integrity or give the impression that they have even if they think it would help JPMorgan Chases business The new Code replaces similar policies that existed in our predecessor firms We believe that each of us is accountable for our actions You can look to the Code of Conduct to guide your decisions in a variety of circumstances However no rulebook can anticipate every situation Ultimately the personal integrity and honesty of every JPMorgan Chase employee defines the character of our company If you manage employees you should look for ways through example and communication to ensure that employees under your supervision understand and comply with the Code and other relevant policies For questions about a rule or how it applies in a particular situation consult your manager or the Legal and Compliance Department or the Office of the Secretary All employees will be asked to affirm their understanding of and compliance with the Code of Conduct early in We trust in your ability to abide by both the spirit and the letter of the Code of Conducts rules and policies We count on you to help JPMorgan Chase continue to earn the trust of our customers our shareholders and each other lw Bill Harrison Confidential JPM-SDNYLIT-0027 Case Document Filed Page of TABLE OF CONTENTS ADMINISTRATION OF THE CODE OF CONDUCT Persons subject to the Code of Conduct Consultants agents and temporary workers Consequences of violating the Code Questions about the Code Obligation to report violations Current version of the Code Affirmation DIVERSITY CONFIDENTIAL INFORMATION Jnformation about the firm its customers its employees and others Prior Employers confidential information and trade secrets Special rules regarding customer information and data privacy legislation Publications speeches and other communications relating to JPMorgan Chases business INSIDE INFORMATION AND THE CHINESE WALL POLICY Inside Information The Chinese Wall policy and other information barriers OTHER BUSINESS CONDUCT Assets of the firm Intellectual property Telephones e-mail internet and other electronic communications devices Internal controls record-keeping and reporting Limits of your authority Business relationships Fair dealing Customer supplier and employee relationships Money laundering and the USA Patriot Act Tying of products Bribery and the Foreign Corrupt Practices Act International boycotts and economic sanctions Post-employment responsibilities CONFLICTS OF INTEREST Personal relationships Personal finances Outside business and not-for-profit activities outside employment General Required pre-clearance of outside activities Political Activities Political campaign activities and contributions by employees Political contributions and related activities by JPMorgan Chase Confidential JPM-SDNYLIT-0027 Case Document Filed Page of Confidential Accepting gifts meals and entertainment from customers suppliers and others doing business with JPMorgan Chase What you may accept What you may not accept Other approvals Required reporting of gifts Providing gifts meals or entertainment Charitable solicitations at work charitable contributions PERSONAL SECURITIES AND OTHER FINANCJAL TRANSACTIONS General investment principles Persons and accounts subject to policies Trading in JPMorgan Chase securities Policies applicable to all employees Employees subject to the window and senior level employees Trading in securities of clients and suppliers Additional policies for certain groups of employees Definitions and Examples Contacts List JPM-SDNYLIT-0027 Case Document Filed Page of CODE OF CONDUCT ADMINISTRATION OF THE CODE OF CONDUCT The Code of Conduct sets forth certain minimum expectations that JPMorgan Chase has for you You are expected to conduct the firms business in full compliance with both the letter and the spirit of the law the Code and any other policies and procedures that may be applicable to you The firm and JPMorgan Chase as used throughout the Code mean JPMorgan Chase Co and all its direct and indirect subsidiaries The Code is intended to provide general guidance regarding your conduct as an employee or director of JPMorgan Chase Note that other policies and procedures are listed at the end of many Code sections with an electronic link on the intranet edition of the Code These listed items provide more detailed information about the relevant subject and may include additional requirements with which you must comply However these lists are not an exhaustive consideration of all policies and procedures that may be applicable to you and you are responsible for knowing which policies and procedures whether or not listed here apply to you and for understanding and complying with them You should refer to these documents where appropriate Consult any of the persons listed in Section if you have questions At the end of the Code you will find a section of Definitions and Examples The term Senior Manager is used in the Code to refer to a person in your management chain who is a member of the Executive Committee or who reports directly to a member of the Executive Committee Where the Code requires notice to or approval of a Senior Manager directors and Executive Committee members should notify or obtain approval from the Office of the Secretary Where the Code requires notice to or approval of a Compliance officer members of corporate groups that have no assigned officer may notify or obtain the approval of the Office of the Secretary instead Any waiver of the provisions of this Code for an executive officer or a director must be made by the Board of Directors and will be promptly disclosed to JPMorgan Chase Co stockholders The Code of Conduct does not create any rights to continued employment and is not an employment contract Related Link Operating Principles of the New Firm Persons subject to the Code of Conduct The Code applies to employees and directors of JPMorgan Chase Co and its direct and indirect subsidiaries Employees of joint ventures and entities in which JPMorgan Chase holds venture capital investments are not subject to the Code except to the extent the Legal and Compliance Department determines otherwise The provisions of the Code described in Section also apply to former employees If any provision contravenes or is less restrictive than the applicable law of any jurisdiction the local law will apply Similarly certain business units have policies that are more restrictive than the Code and Confidential JPM-SDNYLIT-0027 Case Document Filed Page of those more restrictive policies will apply to those units You are responsible for understanding and complying with these laws and policies Consultants agents and temporary workers In general consultants agents and temporary workers are expected to comply with the underlying principles of the Code Specific arrangements with such persons will vary depending on their relationship to the firm Consult your Compliance officer if you have questions about your obligations or those of others Consequences of violating the Code Compliance with the Code and with other policies and procedures applicable to you is a tenn and condition of employment by JPMorgan Chase Violations of any laws that relate to the operation of our business the Code or other applicable policies and procedures or failure to cooperate as directed by the firm with an internal or external investigation may result in corrective action up to and including immediate termination of employment The firm will take all reasonable actions to enforce the Code In cases where a violation of the Code could cause the firm irreparable harm it may seek injunctive relief in addition to monetary damages Questions about the Code Employees who have questions about the Code or other policies and procedures or about how a particular rule applies in a specific situation should contact their manager their local Compliance officer the Legal Department their Human Resources representative the Office of the Secretary Contact information is included in the Contacts List at the end of the Code The following lists some of the common situations in which you may have obligations under the Code and refers you to the relevant section of the Code You should not use this list as a substitute for familiarity with an provisions of the Code Situation Code Section Unethical or illegal behavior You observe conduct by another employee a supplier a customer or another person doing business with the firm that you believe to be unethical illegal or contrary to the Code of Conduct Discriminatory or harassing conduct You experience or observe conduct that you believe violates the firms policies prohibiting employment discrimination or harassment Confidential information You wish to disclose confidential information about the firm a customer a fellow employee or another person or entity doing business with the firm Confidential JPM-SDNYLIT-0027 Case Document Filed Page of Situation Code Section Publications You wish to write and publish a book article or other work relating to the business of JPMorgan Chase Speaking engagements and public testimony You wish to give a speech or provide testimony on a subject relating to the firms business Media inquiries You have received an inquiry from a member of the media on a subject related to the firms business or in a situation in which you might be seen as speaking for the finn Endorsements A customer supplier or other person or entity doing business with the firm has asked you to provide an endorsement or testimonial Potential conflict of interest You are in a situation that presents a potential conflict of interest or appearance of a conflict of interest Outside business or other for-profit activities You wish to become involved with an outside business or to accept a second job Outside not-for-profit activities You wish to become a director trustee or officer of a not-for-profit organization Holding political office or other governmental position You wish to run for political office or accept appointment to any governmental position Political Activities You wish to become involved with a political campaign lobbying effort or other political activity Gifts or entertainment offered or provided by persons doing business with JPMorgan Chase You are offered or receive a gift from a customer supplier or other party doing business with JPMorgan Chase Gifts to customers suppliers or others doing business with JPMorgan Chase You wish to make a gift or extend an invitation to a person doing business with JPMorgan Chase Charitable solicitations at work You wish to ask co-workers customers or suppliers to contribute to a charitable cause with which you are involved Investment activity You or a member of your family are making personal investments that may be subject to the finns policies and procedures regarding personal account trading Post-employment obligations You anticipate leaving JPMorgan Chase and you are not certain what continuing obligations you may have after your employment is ended Confidential JPM-SDNYLIT-0027 Case Document Filed Page of Obligation to report violations You must promptly report any suspected violation of the Code or any applicable law or regulation whether the suspected violation involves you or another person subject to the Code In addition you should report any illegal conduct or conduct that violates the underlying principles of the Code by any of our customers suppliers contract workers business partners or agents If something doesnt look right say something Report violations as follows Matters involving harassment or discrimination must be reported to your manager to the Employee Relations Unit of Human Resources or to your HR representative Matters involving fraudulent acts including acts by third parties against the firm or personal dishonesty by an employee must be reported to the Fraud Prevention and Investigation Unit of the General Auditing Department If you believe that an official at a high level of the firm is involved report to the General Auditor All other matters should be reported to the Legal and Compliance Department If the persons to whom you report a violation are not responsive or if there is reason to believe that reporting to the persons indicated above is inappropriate in a particular case then you should contact one of the firms General Counsel or any other Executive Committee member To call the Fraud Prevention and nvestigation Department dial From within the U.S Canada and Latin America to report fraud and other Code of Conduct violations From EMEA or or to report fraud to report Code of Conduct violations from UK Belgium France Luxemburg Spain Switzerland Italy South Africa Germany and Ireland confidential freephone from all other EMEA locations or or reverse charge calls accepted during normal business hours Confidential From Asia Pacific or to report fraud to report Code of Conduct violations from China Japan Malaysia South Korea Singapore Thailand Taiwan Australia and New Zealand confidential freephone from all other Asia Pacific locations or reverse charge calls accepted during normal business hours JPM-SDNYLIT-0027 Case Document Filed Page of You may also contact the Fraud Prevention and Investigation Department either by mail at Chase Manhattan Plaza 15th Floor New York NY or by e-mail at jpmchase.com If you have a particular concern regarding accounting internal accounting controls auditing matters or financial reporting practices that you wish to bring to the attention of the Audit Committee of the Board of Directors you may do so by mail sent to JPMorgan Chase Co Attention Audit Committee Chairman c/o Fraud Prevention and Investigation Department at the above address or by calling the Fraud Prevention and Investigation Department at the telephone numbers listed above You may report your concerns anonymously if you wish We will respect the confidentiality of those who raise concerns subject to our obligation to investigate the concern and any obligation to notify third parties such as regulators and other authorities We strictly prohibit retaliation against employees for good faith reporting of any actual or suspected violations of the Code Related Links Whistleblowing Policies and Procedures for the UK Escalation Guidelines When to Escalate an Issue and How Asia Pacific Current version of the Code The current edition of the Code is posted on the intranet It may be amended from time to time and all amendments are effective immediately upon posting It is your responsibility to review the Code from time to time to ensure that you are in compliance Affirmation You are required to affirm either in writing or electronically that you have read and understood the Code and that you will comply with it This affirmation is required of new employees when they are hired and of new directors when they are elected to office In addition periodically all employees will be required to re-affirm their understanding of and compliance with the then-current Code Related Link Affim1ation DIVERSITY JPMorgan Chase is committed to providing an inclusive and nondiscriminatory working environment in which all employees are valued and empowered to succeed The firm prohibits discrimination or harassment on the basis of race color national origin citizenship status creed religion religious affiliation age sex marital status sexual orientation gender identity disability veteran status and any other status protected under any applicable law Each ofus is responsible for ensuring implementation of this policy and maintaining a business environment free of harassment and intimidation Likewise you may not unlawfully discriminate in your dealings with current or prospective customers and suppliers Confidential JPM-SDNYLIT-0027 Case Document Filed Page of The finns Travel and Entertainment Policies preclude reimbursement from or payment by JPMorgan Chase for membership in or expenses incurred at organizafons with discriminatory practices Related Links Diversity U.S Policies Harassment-free Workplace Equal Employment Oppo11unity and Affinnative Action Disability and Reasonable Accomrnodatio11 Memberships and Related Expenses EMEA Policies Harassment Po icy Equal Opportunities Travel and Entertainment Policies CONFIDENTIAL INFORMATION We are all responsible for the safeguarding of confidential information whether it is infonnation entrnsted to us by our customers information regarding JPMorgan Chases businesses and activities or information about other employees Information about the firm its customers its employees and others You may have access to confidential information related to the finns business Infonnation related to the firms business includes information about the firm as well as information related to the firms customers counterparties or advisory clients all of which the Code refers to as customers business partners suppliers and your fellow employees You may not either during your period of service or thereafter directly or indirectly use or disclose to anyone any such confidential information except as permitted by the Code and other policies applicable to you You should observe the following principles when dealing with information relating to the firms business Confidential Assume that most information that you have about the firm and its business or about its past present or prospective customers suppliers and employees is confidential unless the contrary is clear Treat all personal information about individuals as confidential Before sharing confidential information with others in the firm be sure that you are pennitted to do so Do not disclose confidential customer information to other employees who are not involved with the transaction or service for which the infonnation was provided to the firm even if you believe the disclosure might be useful in the context of other firm business unless you are authorized to do so Do not disclose confidential information to anyone outside the firm unless you are authorized to do so Where such disclosure is authorized a confidentiality or privacy agreement may be required check with the Legal Department JPM-SDNYLIT-0027 Case Document Filed Page of If you are permitted to share information use your judgment to limit the amount of information shared and disclose it only on a need-to-know basis in order to provide the services we are engaged to provide Ensure that the recipient knows the information is confidential and has been instructed about restrictions on further use and dissemination Comment or provide information on matters related to the firms business only if it is part of your job function or you are otherwise authorized to do so Protect confidential information when communicating electronically for instance by e-mail or through the internet Remember that all forms of communication are covered including written telephonic and electronic communications such as website chatrooms e-mail and instant messaging Consult your manager or your Compliance officer if you have any question about whether information can be shared Related Links Use of Confidential Jnfonnation and Communication on Matters Related to the Companys Business Prior Employers confidential information and trade secrets Do not disclose to JPMorgan Chase or use during your employment at JPMorgan Chase any confidential infonnation or trade secret of a prior employer unless the information or trade secret is then public information through no action of your own Special rules regarding customer information and data privacy legislation Each of us has a special responsibility to protect the confidentiality of information related to customers This responsibility may be imposed by law may arise out of agreements with our customers or may be based on policies or practices adopted by the firm Certain jurisdictions have regulations relating specifically to the privacy of individuals and or business and institutional customers Various business units and geographic areas within JPMorgan Chase have internal policies regarding customer privacy You should be familiar with those that apply to you Customer information should never be disclosed to anyone outside the firm except as permitted by law and in the proper conduct of our business where disclosure is required by legal process or where the Legal and Compliance Department otherwise determines it is appropriate Related Link Use of Confidential Information and Communication on Matters Relating to the Companys Business Publications speeches and other communications relating to JPMorgan Chases business You should be alert to situations in which you may be perceived as representing or speaking for the firm especially in public communications including internet chatrooms bulletin boards etc You should not make any statements on behalf of JPMorgan Chase or regarding JPMorgan Chase its business or its customers unless it is part of your job or you are otherwise specifically authorized to do so Refer all media inquiries to Marketing Communications Media Relations Office Public testimony as an expert witness or otherwise publications and speaking engagements relating to the firms business are subject to pre-clearance Subpoenas media inquiries supplier forums and requests from customers or suppliers for testimonials or endorsements should be handled in accordance Confidential JPM-SDNYLIT-0027 Case Document Filed Page of with applicable procedures Before engaging in any of these activities consult your Compliance officer and the relevant policies and procedures Related Links Use of Confidential lnfonnation and Communication on Matters Relating to the Companys Business Intellectual Propertv Policy INSIDE INFORMATION AND THE CHINESE WALL POLICY Buying or selling securities while in possession of material non-public information is prohibited as is the communication of that information to others Inside Information If you are aware of inside information you may not buy or sell securities including equity securities bonds and other debt securities convertible securities derivatives options any stock index including any such security as an element and any other financial instruments that may be affected by that information either for your own account or any account over which you exercise control alone or with others you may not pass along any inside information expressly or by way of making a recommendation for the purchase or sale of such securities based upon inside information Inside information is material nonpublic information about the securities activities or financial condition of a corporation public entity or other issuer of securities Material nonpublic infonnation concerning market developments may also be construed to be inside infonnation Information is material if it could have an impact on the market price of securities involved or if it is likely that a reasonable investor would consider the information important in deciding whether to purchase or sell the securities Information may be material to one issuer but not to another or to certain securities of an issuer but not to all securities of that issuer Information should be considered nonpublic unless it is clearly public Information is deemed public once it has been publicly announced or otherwise disseminated in a manner that makes the information available to investors generally Likewise you may not buy or sell securities if you have knowledge of proposed customer trades trades by JPMorgan Chase or forthcoming research reports regarding those securities or the issuer of those securities and you may not pass along this information to others in any way These prohibitions are applicable no matter how you acquired the inside information They are applicable to the securities of JPMorgan Chase as well as to those of other companies These prohibitions do not apply to qualified transactions pursuant to certain planned acquisition or selling programs such as so-called programs These prohibitions also do not apply to legally permissible transactions with the issuer of the securities or with other persons having the same information you have a circumstance likely to be relevant only in the context of private securities Before engaging in any Confidential JPM-SDNYLIT-0027 Case Document Filed Page of transactions you believe to be permissible under this paragraph you must consult with your Compliance oflicer The Chinese Wall policy and other information barriers The firms Chinese Wall policy refers to a system of information barriers designed to limit the flow of inside information from areas that routinely have access to such information such as Investment Banking Capital Markets Commercial Lending Credit Restructuring and Mergers and Acquisitions insider areas to those areas that trade in or sell securities or provide investment advice regarding securities such as Sales Trading Research and Asset Management public areas The Chinese Wall policy prohibits anyone in an insider area from communicating inside information however obtained to anyone in a public area subject to limited exceptions approved by the relevant Compliance officer In addition some business areas within the firm require procedures that address more specifically the information flows within those business areas These are also sometimes referred to as Chinese Walls Employees subject to the firms Chinese Wall policy or to other information barriers designed to meet specific business needs are responsible for compliance with the provisions of applicable policies Related Link Chinese Walls and Other Information Barriers OTHER BUSINESS CONDUCT We are all expected to conduct the firms business in accordance with the highest ethical standards respecting the firms customers suppliers and other business counterparties dealing responsibly with the firms assets and complying with applicable legal and regulatory requirements Assets of the firm You are expected to protect the firms assets as well as the assets of others that come into your custody The firms assets include not only financial assets such as cash and securities and physical assets such as furnishings equipment and supplies but also customer relationships and intellectual property such as information about products services customers systems and people All property created obtained or compiled by or on behalf of the firm including customer lists directories files reference materials and reports computer software data processing systems computer programs and databases belongs to the firm The finns assets should be used only for the conduct of the firms business except where limited incidental personal use is authorized by the Code or other applicable policies Intellectual property Any invention discovery development concept idea process or work related to the firms business written or otherwise whether or not it can be patented or copyrighted that you develop alone or with others during your employment with the firm all of which are referred to as Company Inventions Confidential JPM-SDNYLIT-0027 Case Document Filed Page of belongs to the finn If a Company Invention is something that can be copyrighted and you create it as a part of your job with the firm or because the firm asks you to create it it is a work made for hire The firm is not required to acknowledge your role in the creation of any Company Inventions or have your permission to modify expand or benefit from it As a condition of your employment you assign exclusively to the firm all of your right title and interest in Company Inventions You further agree to assist the firm in obtaining for its own benefit intellectual property rights including any patents and copyrights in the firm Inventions and agree to deliver any documents that may be requested to assure record or perfect your assignment of the Company Inventions to the firm Related Links Intellectual Property Policy Report of Prior Inventions Telephones e-mail internet and other electronic communications devices Telephones electronic mail e-mail systems and other electronic communications devices provided by JPMorgan Chase whether in the workplace or elsewhere are the property of the firm and should be used for business purposes however limited incidental personal use is permitted consistent with the Code and all other policies of the firm The use of e-mail the firms intranet and the internet must conform to the policies of JPMorgan Chase E-mail and internet systems may be used to transmit or provide access to confidential information only when such information is adequately protected and transmitting such information is necessary for business purposes Among other things the following are prohibited in electronic communications statements which if made in any other forum would violate any of our policies including policies against discrimination and harassment participation in impennissible or illegal activities such as gambling or the use and sale of controlled substances and the misuse of confidential information accessing downloading uploading saving or sending sexually oriented or other offensive materials JPMorgan Chase considers all data and communications transmitted through received by or contained in the firms electronic or telephonic equipment and systems to be JPMorgan Chases property and subject to applicable laws and regulations JPMorgan Chase reserves the right to monitor review and disclose all such data and communications as it deems appropriate You should have no expectation of privacy when using such resources Related Links Information Teclmologv Risk Management Policies Confidential JPM-SDNYLIT-0027 Case Document Filed Page of Internal controls record-keeping and reporting Internal accounting controls and record-keeping policies have been established in order for JPMorgan Chase to meet both legal and business requirements You are expected to maintain and adhere to these controls and policies The falsification of any book record or account relating to the business of JPMorgan Cha its customers or its suppliers or to the disposition of assets of the firm its customers or its suppliers including without limitation the submission of any false personal expense statement claim for reimbursement of a non-business expense or a false employee record or claim under an employee benefit plan is prohibited The firms record-keeping policies include policies for records and document retention and destruction Notwithstanding any other provision of document retention policies no document or record may be destroyed if you have been advised or otherwise should recognize that it may be relevant to a pending or threatened legal or regulatory proceeding except in accordance with procedures approved by the head of the Litigation Group in the Legal Department or one of his/her direct reports It is of critical importance that JPMorgan Chases filings with regulatory authorities be accurate and timely Information provided to those involved in preparation of the finns disclosures to regulators and investors should be complete accurate and informative Related Links Comorate Accounts Payable Global Finance Operations Record Reteution Policy Limits of your authority Your authority to act on behalf of JPMorgan Chase is limited by various laws regulations corporate charters bylaws and board resolutions as well as internal policies and procedures You may not sign any documents or otherwise represent or exercise authority on behalf of any JPMorgan Chase entity unless you are specifically authorized to do so Be aware of limits on your authority and do not take any action that exceeds those limits Delegation of authority where permissible under corporate policies and otherwise appropriate should be reasonably limited in scope and subject to appropriate ongoing oversight Related Link Office of the Secretarv Home Page Business relationships Fair dealing You should always endeavor to deal fairly and in good faith with the firms customers suppliers competitors business partners regulators and employees It is our policy not to take unfair advantage of others through manipulation concealment abuse of privileged information misrepresentation of material facts or any other unfair dealing practice Confidential JPM-SDNYLIT-0027 Case Document Filed Page of Customer supplier and employee relationships During your employment you may not directly or indirectly solicit for a competitor or divert or attempt to divert from doing business with JPMorgan Chase any customer identified prospective customer supplier or other person or entity with whom JPMorgan Chase has or had a business relationship solicit JPMorgan Chases employees for employment or engagement elsewhere or solicit or induce any employee consultant independent contractor agent or supplier to leave JPMorgan Chase Money laundering and the USA Patriot Act JPMorgan Chase has established policies procedures and internal controls designed to assure compliance with international laws and regulations regarding money laundering and terrorist financing including relevant provisions of the Bank Secrecy Act and the USA Patriot Act in the United States and similar legislation in other countries You should be familiar with and comply with these policies procedures and controls You should also understand your obligations to know your customer and your customers use of the firms products and services get proper training if you are identified as being in a job that poses a risk of money laundering or terrorist financing be alert to and report unusual or suspicious activity to the designated persons within your line of business or region including your Compliance officer or Risk Manager responsible for anti-money laundering compliance Related Links Anti-Money Laundering Compliance Program Global Customer Identification Program Global Kuow Your Customer Policy Corporate Anti-Money Laundering Training Policy Global Tying of products Tying arrangements under which the availability or price of one product is conditioned on the customers purchase of another product are illegal under some circumstances United States Federal laws govern tying arrangements involving bank subsidiaries of JPMorgan Chase Co Related Link Anti-Tying Policy Bribery and the Foreign Corrupt Practices Act Federal law of the United States and the laws of many other countries prohibit bribes kickbacks or other similar remuneration or consideration given to any person or organization such as a domestic or foreign government official political party or candidate for political office or to any intermediaries such as agents attorneys or other consultants in order to attract or retain business or to influence any governmental decision or action Offering or paying such remuneration or consideration is strictly prohibited Confidential JPM-SDNYLIT-0027 Case Document Filed Page of In addition you may not accept any such payments in connection with any business decision or transaction even if such payments are customary in the particular country involved Related Links Travel and Entertainment Policies U.S Travel and Entertai11me11t Policies EMEA Foreign Corrnpt Practices Act International boycotts and economic sanctions The U.S antiboycott law prohibits certain actions to comply with or support an unsanctioned foreign boycott against a country friendly to the United States The prohibited actions include refusing to do business in a certain country furnishing information about a person in response to a boycott-related request and implementing a letter of credit that contains a condition related to any of the prohibited actions The U.S economic sanctions regulations prohibit U.S persons including U.S financial institutions their foreign branches and non-U.S affiliates from exporting financial services to certain foreign governments and their specially designated nationals named by the Office of Foreign Assets Control These regulations also require that assets of these governments and persons be frozen All JPMorgan Chase branches and subsidiaries are required to establish policies and procedures to ensure that their customers and potential customers are not on the OFAC list You should be familiar with the policies and procedures that apply to you Related Link OF AC Sanctions Law Policy United States Post-employment responsibilities As a condition of continued employment with JPMorgan Chase employees will have certain responsibilities after their employment with JPMorgan Chase terminates These responsibilities include an obligation to return all firm assets in their possession to maintain the confidentiality of information to refrain from insider trading based on infonnation obtained in the course of employment by JPMorgan Chase and if requested to assist JPMorgan Chase with investigations litigation and the protection of intellectual property relating to their employment Senior level employees have additional obligations for one year after they leave JPMorgan Chase including prohibitions on the solicitation of JPMorgan Chase officers and customers You are responsible for knowing which post-employment restrictions and requirements apply to you Related link Responsibilities of Former Employees CONFLICTS OF INTEREST Employees must never permit their personal interests to conflict with or to appear to conflict with the interests of the firm When faced with a situation involving a potential conflict ask yourself whether public disclosure of the matter could embarrass JPMorgan Chase or you or would lead an outside observer to believe a conflict exists whether or not one actually does You must disclose to the Office of Confidential JPM-SDNYLIT-0027 Case Document Filed Page of the Secretary all potential conflicts of interest including those in which you may have been placed inadvertently due to either business or personal relationships with customers suppliers business associates or competitors of JPMorgan Chase or with other JPMorgan Chase employees Personal relationships You may not act on behalf of JPMorgan Chase in any transaction or business relationship involving yourself members of your family or other persons or organizations with which you or your family have any significant personal connection or financial interest These matters should be handled by an authorized unrelated employee You may not engage in self-dealing or otherwise trade upon your position with JPMorgan Chase or accept or solicit any personal benefit from a client or supplier not generally available to other persons or made available to you due to your position with JPMorgan Chase except in accordance with our policies regarding the occasional acceptance of gifts Negotiating with JPMorgan Chase on behalf of others with whom you or your family have a significant connection should be avoided if there is a risk that your involvement would be perceived as self-dealing or trading upon your position with the firm Hiring or working with relatives or someone with whom you have a romantic relationship is subject to specific restrictions You should be aware of those limitations if they apply to you Related Link Employment of Relatives Personal finances Because of the nature of our business any improper handling of your personal finances could undermine your credibility and that of JPMorgan Chase Also a precarious personal financial position might appear to influence actions or judgments you make on behalf of JPMorgan Chase You may not borrow money other than nominal amounts from or lend money to other employees customers or suppliers or act as a guarantor co-signer or surety or in any other similar capacity for customers suppliers or other employees You should borrow only from reputable organizations that regularly lend money If you borrow from any financial institution the loan must be obtained on non preferential terms In general you may not participate in any other personal financial transactions with fellow employees customers or suppliers This prohibition includes shared investments unless they are either widely held or held pursuant to finn sponsored co-investment plans and investment clubs The foregoing limitations do not apply to borrowing from or acting as guarantor co-signer or surety for relatives or close personal friends borrowing on non-preferential terms from a customer that is in the financial services business Confidential JPM-SDNYLIT-0027 Case Document Filed Page of making consumer credit purchases on non-preferential terms from a customer or supplier in the normal course of that customer/suppliers business Outside business and not-for-profit activities outside employment General Your outside activities must not reflect adversely on JPMorgan Chase or give rise to a real or apparent conflict of interest with your duties to the firm You must be alert to potential conflicts of interest and be aware that you may be asked to discontinue any outside activity if a potential conflict arises You may not directly or indirectly accept a business opportunity from someone doing business or seeking to do business with JPMorgan Chase that is made available to you because of your position with the firm take for yourself a business opportunity belonging to the firm engage in a business opportunity that competes with any of the finns businesses Employees may not work for or serve as a director or officer of or adviser to a competitor of the firm Competitors include unrelated depository institutions credit unions lenders investment banks insurers and securities brokers dealers and underwriters You should also not invest in a competitor other than investments in securities of publicly traded companies Outside activities must not interfere with your job performance or require such long hours as to affect your physical or mental effectiveness Your job at JPMorgan Chase should always be your first work priority You may accept appointments as a personal fiduciary only for family members and close personal friends However you may not act as a personal fiduciary for a personal friend if the friendship developed in the context of a JPMorgan Chase customer relationship Required pre-clearance of outside activities Pre-clearance is required for certain outside activities as described below Outside business activities Subject to the exclusions listed below you are required to pre clear any outside activity for which you will be paid including a second job whether or not you will be paid any affiliation with another business as a director officer advisory board member general partner owner consultant holder of or more of the business voting equity interests or in any similar position Confidential However the Code does not require you to pre-clear the following activities although these matters may be subject to clearance or reporting requirements of your business unit any appointment made by JPMorgan Partners or One Equity Partners to the board of an entity in which the firm holds a venture capital investment any appointment made by the Private Bank to personal investment corporations or other entities formed to hold real estate or other investments for customers any appointment by any JPMorgan Chase affiliate to the Board of a mutual fund or pooled investment vehicle managed by such JPMorgan Chase affiliate any appointment by any JPMorgan Chase affiliate to the board of a special purpose entity established for purposes of a loan workout or bankruptcy proceeding in which JPMorgan Chase has an interest JPM-SDNYLIT-0027 Case Document Filed Page of any affiliation with a trade association or other such organization related to your position at JPMorgan Chase positions with co-op boards condominium associations and similar entities the sole business of which is to hold title to and/or manage real property in which you can or do reside positions with special purpose entities established solely for purposes of your or your familys estate or tax planning or to hold your or your familys real estate or other investments Not-for-profit activities Not-for-profit activities generally do not require pre-clearance However you are required to pre-clear any board or official position with a not-for-profit entity if the not-for-profit entity is a customer of the firm other than for branch banking or other routine services unless you are involved in providing those services you have been requested to serve in that capacity by JPMorgan Chase or by a customer or supplier your service would otherwise present a conflict of interest or the appearance of a conflict of interest Governmental activities You are required to pre-clear any government position including as an elected official and as a member director officer or employee of a governmental agency authority advisory board or other board a school or library board for example You must obtain pre-clearance before becoming a candidate for elective office Procedures and forms for pre-clearance of these activities are available in the JPMorgan Chase Procedures fiJr Pre-Clearance of Outside Activities You must seek a new clearance for a previously approved activity whenever there is any material change in relevant circumstances whether arising from a change in your job with JPMorgan Chase or in your role with respect to that activity or organization You must also notify the Office of the Secretary when any approved outside activity terminates Note also that publications and speaking engagements relating to the business of JPMorgan Chase must be pre-cleared under Section of the Code Related Links Procedures for Pre Clearance of Outside Activities Political Activities Political campaign activities and contributions by employees Volunteering for a political campaign If you wish to volunteer for a political campaign you must do so on your own time and as an individual not as a representative of the firm or any of its affiliates You may not use any JPMorgan Chase staff facilities equipment supplies or mailing lists Confidential JPM-SDNYLIT-0027 Case Document Filed Page of When acting as a fundraiser for a candidate or political event be certain that your activities cannot be viewed as connected with your position with JPMorgan Chase especially when communicating with colleagues customers or suppliers Contact the Government Affairs Department for further guidance on such activity Note that nmning for public office is covered by Section Political contributions You have the right to participate in the political process by making personal contributions from personal funds subject to applicable legal limits However you cannot be reimbursed or otherwise compensated by JPMorgan Chase for any such contribution Certain lines of business for example Municipal Finance and Asset Management may have additional policies regarding employees personal contributions you are responsible for being aware of and complying with any rules applicable to your business unit Additionally you must contact the Government Affairs Department or your local Compliance Officer with respect to a personal political contribution that could violate or create the appearance of a violation of the Foreign Corrupt Practices Act or local law See Section for a discussion of the Foreign Corrupt Practices Act Employees need to be especially sensitive when giving to officials who are part of the decision making process with respect to any matters relating to the finn Related Links Municipal Securities Compliance Manual Foreign Corrupt Practices Act Political contributions and related activities by JPMorgan Chase Political contributions and gifts In the U.S political contributions by corporate entities are strictly regulated by laws at the federal state and local levels These laws often prohibit or limit direct monetary contributions made from corporate funds such as a contribution check or purchase of fundraising event tickets as well as in-kind contributions such as the use of corporate facilities or staff and even the granting of loans or other products at preferential rates Local law in jurisdictions outside the U.S can also impose restrictions Therefore both within and outside the U.S all requests for firm support either through monetary or in-kind contributions of political events political candidates and their campaigns political parties or political committees must be pre-approved and processed by the Government Affairs Department political contributions proposed to be made by or on behalf of the firm must be pre-cleared by the Government Affairs Department all gifts to governmental officials to be made by or on behalf of the firm including items of value transportation lodging meals entertainment and services must be pre-cleared by the Government Affairs Department in the U.S and by the local Compliance unit in jurisdictions outside the U.S This includes extending invitations to governmental officials to attend non profit or other special events for which the firm has paid Lobbying by or on behalf of JPMorgan Chase All lobbying activities including the retention of outside lobbyists must be pre-cleared through the Government Affairs Department Note that the federal government and each state has its own definitions and regulations regarding lobbying of governmental Confidential JPM-SDNYLIT-0027 Case Document Filed Page of employees and what might seem like a simple meeting could trigger a reporting requirement if in doubt contact Government Affairs Related Links Municipal Securities Compliance Manual Foreign Corrupt Practices Act Retaining Lobbyists Accepting gifts meals and entertainment from customers suppliers and others doing business with JPMorgan Chase A gift may take many forms For the purposes of the Code the term gift includes anything of value for which you are not required to pay the retai I or usual and customary cost A gift may include meals or refreshments goods services tickets to entertainment or sporting events or the use of a residence vacation home or other accommodations Gifts given by others to members of your family to those with whom you have a close personal relationship and to charities designated by you are considered to be gifts to you for purposes of the Code You may never except as provided in the Code Solicit for yourself or for anyone else other than the firm anything of value from anyone in return for any business service or confidential information of the firm accept anything of value directly or indirectly other than bona fide salary wages awards and fees paid by or to the firm from anyone in connection with the business of the firm either before or after a transaction is discussed or consummated Note that the restrictions in this section are not intended to apply to gifts based on obvious family such as your parents children or spouse or close personal friendships where the circumstances make it clear that it is the relationship rather than the firms business that is the motivating factor Related Link Federal Bank Bribery Act What you may accept Acceptance of gifts of any kind including entertainment and hospitality from persons that do business with JPMorgan Chase is generally discouraged Subject to the prohibitions in Section and to any more restrictive policies your business unit may have the following gifts may be accepted on infrequent occasions from a party that does business with JPMorgan Chase if it is clear that the party is not trying to influence or reward you in connection with any business decision or transaction and the gift is unsolicited Confidential gifts that have a nominal retail value and are given on an occasion when gifts are customary on a birthday or major holiday or on the occasion of a promotion or retirement for example note that gifts given by a customer in appreciation for good service are generally not permitted as we consider excellent service to be part of our job and not out of the ordinary advertising or promotional material of nominal retail value such as pens penci Is note pads key chains calendars and similar items JPM-SDNYLIT-0027 Case Document Filed Page of discounts and rebates on merchandise or services that are offered to the general public or to all employees under a plan negotiated by JPMorgan Chase customary mementos at closing dinners permitted golf outings and similar functions civic charitable educational or religious organization awards for recognition of service and accomplishment having a nominal retail value meals refreshments and entertainment in the course of a meeting or other occasion provided the purpose is business-related your host is present your attendance is related to your duties with JPMorgan Chase the level of expense is reasonable and customary in the context of your business and the relationship with the host the expense would be paid for by JPMorgan Chase as a reasonable business expense if not paid for by the host and the frequency of such invitations from one host is not excessive If you have questions about whether a specific invitation may be accepted under this item whether for example it is business-related or reasonable and customary in the context of our business with the host discuss it with your manager gifts that are perishable a fruit basket for example and therefore cannot be easily returned if they are not extravagant and are shared among members of your business unit If you have questions about whether a gift of perishable items is extravagant discuss it with your manager For the purposes of this Section a nominal retail value means a retail value not exceeding U.S the approximate equivalent in local currency as determined by your Compliance unit or such lesser amount as is determined for your business group by your Compliance unit Whenever you receive a gift or an offer of a gift that is not permitted by this Section make every effort to refuse or return it If that isnt possible notify your manager your Compliance officer and the Office of the Secretary to discuss how to deal with the gift What you may not accept Except as approved pursuant to Section you may not accept the following from any current or prospective customer supplier or other party doing business with JPMorgan Chase even if it is otherwise permitted under Section gifts of cash or cash equivalents such as gift certificates gift checks or securities discounts not available to the general public or to all employees under a plan negotiated by JPMorgan Chase gifts to be delivered in installments bequests or legacies invitations to parties sports outings and similar events solely for groups of more than ten JPMorgan Chase employees sponsored by parties that do business with JPMorgan Chase including golf or other sports or similar outings year-end parties group dinners or departmental entertainment travel or accommodation expenses unless they have been approved in writing by your Senior Manager travel and accommodations are not considered gifts and may be accepted if they Confidential JPM-SDNYLIT-0027 Case Document Filed Page of are agreed as part of a business transaction between the party providing the travel or accommodations and JPMorgan Chase tickets for professional sports concerts or other events for your personal use other than as permitted under Section unless you have reimbursed the party providing the tickets for the face value of the tickets note that solicitation of such tickets is generally inappropriate even where you do reimburse the party providing them Related link samples of"no thank you notes Other approvals Your Senior Manager your Compliance officer and the Office of the Secretary together may approve on a case-by-case basis the acceptance of a gift that is not specifically permitted under Section or that is prohibited under Section Any such approval must be in writing and pursuant to full written dfaclosure of all relevant facts including the name of the donor the circumstances surrounding the offer and acceptance the nature and approximate value of the gift and the reason why it cannot or should not be returned You may use the Gift Report Form filed under Section signed by each of your Senior Manager your Compliance officer and the Office of the Secretary for this purpose Required reporting of gifts You are required to file a Gift Report with respect to any gift that is not permitted under Section or that is listed in Section if the gift has not been refused or returned even if acceptance has been approved in accordance with Section the offer or receipt of any gift that is so lavish it could give rise to an inference of impropriety whether or not you refuse or return it the offer or receipt of frequent gifts from one source whether or not you refuse or return them The Gift Report form indicating the disposition of the gift must be signed by your Senior Manager your Compliance officer and the Office of the Secretary The Office of the Secretary will maintain a record of all reported gifts Related link Gift Report Form Providing gifts meals or entertainment Local laws or industry-specific regulations often limit or prohibit the giving of gifts by JPMorgan Chase to an employee of a current or prospective customer or supplier For example broker-dealers and asset managers are generally subject to regulatory restrictions on providing gifts The giving of gifts to governmental officials is in most cases strictly limited by law or regulation In this instance gifts include not only an actual item of value but also the value of transportation lodging meals entertainment services or invitation to an event even if it is for a non-profit entity to which you extend an invitation to a governmental official However depending on the jurisdiction there may be Confidential JPM-SDNYLIT-0027 Case Document Filed Page of exceptions All gifts to governmental officials must be pre-cleared by the Government Affairs Department Business-related gifts not prohibited by law should be appropriate for the occasion and conform to the Code and JPMorgan Chases Travel Entertainment Policies Procedures See also Section regarding bribery and the Foreign Corrupt Practices Act and Section regarding pre-clearance of gifts to governmental officials Related Links Travel and Entertainment Policies U.S Travel and Entertainment Policies EJVIEA Charitable solicitations at work charitable contributions While the firm encourages its employees to become involved with charitable organizations there are restrictions on solicitation of customers suppliers and fellow employees for contributions You should become familiar with the relevant policies before engaging in any such activities Occasionally customers or suppliers ask that JPMorgan Chase make a contribution to a charity or not-for profit organization If it is necessary for business development purposes to make a contribution you should contact Corporate Philanthropy and Sponsorships to help determine the appropriate level including consideration of whether the firm has already made a contribution to the organization Related Link Solicitatio11 U.S PERSONAL SECURITIES AND OTHER FINANCIAL TRANSACTIONS Your personal investment activities should always be conducted with the Companys reputation in mind and in compliance with all applicable laws and regulations General investment principles Employees are expected to devote their workdays to serving the interests of our clients and JPMorgan Chase Accordingly your personal securities and other financial transactions must be oriented towards a philosophy of investment as distinguished from short-term or speculative trading In addition to complying with all other Code provisions and relevant policies and procedures you should observe the following general investment principles in carrying out personal transactions in securities and other financial instruments All references to securities should be understood to include all financial instruments such as equity securities bonds and other debt securities convertible securities derivatives options and any stock index Confidential While in possession of inside information about the issuer of any securities or the securities themselves never buy sell or recommend the purchase or sale of such securities for your account or the accounts of others regardless of whether the inside infonnation is gained through the scope of your employment or elsewhere If in doubt dont trade JPM-SDNYLIT-0027 Case Document Filed Page of Do not buy or sell securities with knowledge of proposed client trades trades by JPMorgan Chase or forthcoming research reports Your trading and investment activities must be within your financial means Do not ask for or accept any preferential terms or conditions in connection with any personal trading or investments unless the terms are available to all persons having comparable portfolios and creditworthiness or to all employees under a plan negotiated by JPMorgan Chase Limit the risks in your personal account trading Do not engage in excessive trading activities that represent a high degree of financial risk Trading and investment activities should be for investment purposes and not for short-term trading profits Do not engage in speculative trading such as trading based on rumors Persons and accounts subject to policies All personal investment policies that apply to you also apply to transactions for the account of your spouse your domestic partner your minor children and any other person to whom you provide significant financial support as well as to transactions in any other account over which you or any of these persons exercise investment discretion regardless of beneficial interest These are referred to as employee-associated accounts Trading in JPMorgan Chase securities Policies applicable to all employees Purchases and sales of JPMorgan Chase Co.s common stock or other securities are subject to the general policies related to personal trading These policies are applicable to the following transactions as they are to your other investment activities direct purchases and sales of JPMorgan Chase securities elections involving the JPMorgan Chase Co common stock fund in your plan deferred compensation plan or Employee Stock Purchase Plan including decisions to increase or decrease contributions or elections that result in increasing or decreasing amounts credited to any common stock account under an employee benefit plan sales of JPMorgan Chase securities to meet a margin calL with or without your personal involvement placing canceling or amending limit orders with respect to JPMorgan Chase securities entering into canceling or amending sales plans sometimes referred to as lOb-5 plans with respect to JPMorgan Chase securities However these policies do not affect automatic purchases of JPMorgan Chase stock in accordance with previously made benefits elections and acquisitions of JPMorgan Chase stock through dividend reinvestment Purchases and sales of JPMorgan Chase Co common stock or other securities are also subject to any more restrictive personal trading policies applicable to your business unit In addition the following restrictions apply to transactions in JPMorgan Chase securities You may not engage in short selling of JPMorgan Chase except for short sales against a long position already held by you sometimes referred to as a short sale against the box Confidential JPM-SDNYLIT-0027 Case Document Filed Page of You may not engage in derivative transactions related to JPMorgan Chase securities except as part of JPMorgan Chases compensation and benefits programs or when used for bona fide hedging purposes against a long position already held by you or as otherwise approved by the Office of the Secretary No transactions in JPMorgan Chase securities including derivative transactions may be made in fully managed accounts accounts over which you have no trading discretion except dispositions of shares permissibly transferred to the account Any transfer of securities into a managed account is subject to any restrictions applicable to a sale of such securities Subject to any other JPMorgan Chase policies on personal securities trading applicable to you you may enter cancel or amend limit orders for the purchase or sale of JPMorgan Chase securities Your transactions in JPMorgan Chase securities may be halted at any time the Company finds it necessary or advisable to halt trading by all employees or certain groups of employees Employees subject to the window and senior level employees Certain employees are restricted from engaging in transactions in JPMorgan Chase securities except during quarterly window periods and are subject to certain other requirements with respect to transactions in JPMorgan Chase securities This policy affects only those persons who are specifically notified by their management or by the Office of the Secretary that they are subject to it Senior level employees whether subject to the window restrictions or not must discuss planned transactions in JPMorgan Chase securities with a manager in advance This requirement applies only to those persons who are listed as senior level employees by Human Resources whether by title such as SVP/MD or otherwise Related Links Transactions in JPMorgan Chase Securities Policy Regarding Window Restrictions and Trading bv Senior Level Emplovees Global Personal Trading Policy and Procedure U.S Personal Trading Supplemental Policy and Procedure Trading in securities of clients and suppliers As a general rule you should not invest in any securities of a client with which you have or recently had significant dealings or responsibility on behalf of JPMorgan Chase if such investment could be perceived as based on confidential information You may be subject to broader restrictions imposed by your business unit If you have information about or are directly involved in negotiating a contract material to a supplier of JPMorgan Chase you may not invest in the securities of such supplier If you own the securities of a company with which we are dealing and you are asked to represent JPMorgan Chase in such dealings you must disclose this fact to your department head and your Compliance unit and obtain prior approval from your Compliance unit before selling such securities Confidential JPM-SDNYLIT-0027 Case Document Filed Page of Additional policies for certain groups of employees Any area of JPMorgan Chase may impose more restrictive policies on its employees Employees of the following areas are subject to the Global Personal Trading Policy and Procedure as well as any applicable supplemental policies Investment Bank Asset and Wealth Management Commercial Banking Private Equity Audit Office of the General Counsel Executive Management and the Executive Committee Risk Management Global Technology Infrastructure Corporate Administrative Services IT Risk Management and Resiliency Risk Management groups of Central Technology Corporate Resources and Media Relations groups of Marketing and Communications any other business group specifically notified as being subject to the policy and/or a supplemental policy These policies establish trading limitations and include requirements for pre-clearance of personal securities transactions and in some jurisdictions including the U.S the use of designated brokers Related Links Global Personal Trading Policy and Procedure U.S Personal Trading Supplemental Policy aud Procedure Asia Pacific Personal Trading Supplemental Policy and Procedure EMEA Personal Trading Supplemental Policy and Procedure Transactions JPMorgan Chase Securities Policy Regardiug Window Restrictions and Trading by Senior Level Employees Confidential JPM-SDNYLIT-0027 Case Document Filed Page of Definitions and Examples Assets of the Firm Examples of assets of the finn are furnishings equipment supplies and services such as telephone the firms intranet internet and Bloomberg access JPMorgan Chase Inventions any property created obtained or compiled by or on behalf of JPMorgan Chase including customer lists directories files reference materials and reports computer software data processing systems computer programs and databases trade secrets security and other business practices or processes policies procedures and know-how cost pricing or financial information employee compensation health or personnel records business or marketing plans research business relationships products and services any other information that the firm considers to be proprietary or confidential information Code of Conduct The Code of Conduct also referred to as the Code includes all other policies referred to in the Code and any supplemental policies and procedures that may be applicable to you Confidential information Examples of confidential information trade secrets security and other business practices or processes policies or procedures or know-how internal and external audit reports nonpublic portions of bank examination reports and other reports or information filed with regulators software data processing programs databases customer or supplier lists telephone or other contact lists and other infonnation about customers customer presentations information about employees of customers or suppliers cost pricing or financial information employee directories lists telephone numbers or other information about employees employee compensation health or personnel records business or marketing plans and research information posted on the firms internal websites Examples of other confidential infonnation about customers the same kind of information that the firm considers confidential about itself information obtained from requests or applications for our products or services or as a result of know your customer due diligence such as a personal identification number for example depending on the location a passport social security or national health number birth date or financia information disclosed in a loan application Confidential JPM-SDNYLIT-00274976 Case Document Filed Page of information about transactions with the finn such as account balances mortgage loans or other lending capital markets or trading transactions information obtained from consumer reporting agencies credit bureaus such as a persons credit history information provided in connection with an advisory assignment such as financial projections any assessment by the firm of a customers creditworthiness the fact that a person is a customer information collected through an information collection device from a web server such as a cookie or a beacon Supplier or other third party information that you should assume to be confidential the same kind of information that the firm considers confidential about itself information received from others such as financial reports or projections and information about its business plans customers suppliers or creditors Chinese Wall The term Chinese Wall usually refers to the policies that create a system of infonnatio barriers designed to limit the flow of inside information from areas that routinely have access to such information to those areas that trade in or sell securities or provide investment advice regarding securities Certain business areas within JPMorgan Chase require procedures that address more specifically the information flows within such business areas These are sometimes also referred to as Chinese Walls Firm JPMorgan Chase Co and its direct and indirect subsidiaries Gift Anything of value for which you are not required to pay the retail or usual and customary cost A gift may include meals or refreshments goods services tickets to entertainment or sporting events or the use of a residence vacation home or other accommodations Inside information Confidential information that is material nonpublic infonnation about the securities activities or financial condition of a corporation public entity or other issuer of securities or financial instruments Material nonpublic information concerning market developments may also be construed to be inside information JPMorgan Chase JPMorgan Chase Co and its direct and indirect subsidiaries Material information Information is material when it could have an impact on the market price of securities involved or if it is likely that a reasonable investor would consider the infonnation important in deciding whether to purchase or sell the securities Information may be material to one issuer but not to another Information may be material to certain securities of an issuer but not material to all securities of that issuer e.g to equity but not to debt Examples of infonnation that could be material include Confidential mergers acquisitions tender offers and restructurings substantial nonperforming loans or impending bankruptcy securities offerings and repurchases a change in earnings and dividends or estimates of same significant new business products discoveries and services or the loss of any of these a change in an issuers credit rating by a rating agency significant shifts in operating or financial circumstances such as cash-flow reductions major write-offs changes in accounting methods and strikes at major plants ii JPM-SDNYLIT-0027 Case Document Filed Page of voluntary calls of debt or preferred stock issues significant litigation or litigation developments governmental developments that could affect securities markets changes in control or management developments regarding customers or suppliers e.g loss or acquisition of a contract Need-to-know Persons with a need-to-know information require access to that information in order to perform the services we are engaged to provide to the party who provided the information to us for example lawyers accountants and other experts compliance officers credit personnel and senior management personnel Who needs to know any particular information will depend on the specific facts and circumstances if in doubt consult the Legal and Compliance Department Justification of communicating confidential information does not exist simply because the information is helpful to another department in activities that are unrelated to the service or transaction for which the information was obtained In some circumstances legal counsel may determine that limited disclosure is required by law in response to a subpoena for example or is otherwise appropriate These decisions should be made only by the Legal and Compliance Department Nonpublic/Public information Infonnation should be considered nonpublic unless it is clearly public Information is deemed public once it has been publicly announced or otherwise disseminated in a manner that makes the information available to investors generally For example limited disclosure over a private wire service for institutional investors is not considered full disclosure to the public Information disclosed in a press release distributed through a widely circulated news or wire service would generally be considered public Personal fiduciary A person who has undertaken to act primarily for anothers benefit such as a trustee executor attorney-in-fact or guardian outside the scope of your normal job responsibilities at JPMorgan Chase Senior level employee Any employee listed by Human Resources as a senior level employee whether by title such as Senior Vice President/Managing Director or otherwise Senior Manager An Executive Committee member or an officer who reports directly to an Executive Committee member i Confidential JPM-SDNYLIT-0027 Case Document Filed Page of Confidential JPM-SDNYLIT-0027 Case Document Filed Page of ANTI-MONEY LAUNDERING OFFICER CODE SPECIALISTS Confidential Contacts List for questions regarding business inside the U.S Judith Gruenbaum Columbus OH for questions regarding business outside the U.S Peter Hazlewood New York NY I NORTH AMERICA Asset and Wealth Management Investment Management including RPS BrownCo Eric Hildenbrand New York NY Private Client Services Christine Farquhar Columbus OH Private Bank Ann Marie Mannion New York NY Card Services Joanne Sundheim Wilmington DE Commercial Banking Aimee Goldstein Entes Dallas TX Investment Bank Credit Rates Ed McLaren New York NY Emerging Markets Venecia Venturini New York NY Equities Paul Peduto New York NY Equity Research Peter Bachmore New York NY Futures Options Eric Kunkes New York NY Interest Rate Markets Mark Catana New York NY Investment Banking/M A Maria Lee-Muramoto San Francisco CA Technology James McGinnis New York NY Technology Operations Michelle Neufeld Tampa FL Retail Financial Services Consumer Banking CTO Kelli Foster Columbus OH Chase Home Finance Pam Friedman Iselin NJ Retail Brokerage CISC BOSC Alan Halfenger New York NY JPM-SDNYLIT-0027 Case Document Filed Page of Confidential SS Institutional Trust Services Ann Edmonds New York NY Robert May New York NY Investor Services Suzanne Chmura New York NY Treasmy Services Eugene Truono New York NY All others Joy Rhoades New York NY Karen Davy Wright Houston TX Lisa Wells New York NY Nancy Lindsay Chicago IL II LATIN AMERICA Argentina/Venezuela Facundo GomezMinujin Buenos Aires Brazil Penha Cruz Sao Paulo Carolina Machado Mexico City I EMEA Futures Options Nigel Baines London Investment Bank/M A Rowena Carr London JPMorgan Fleming Helen ORourke London Markets Geoffrey Stoker London Private Bank Matthew Dunster London Proprietary Trading/JPM Mark Evans London Peter Cameron London All Others All eng Maxwell London IV ASIA Annette Robertson Wargon Hong Kong Kate Bowen-Jones Sydney Kim Stringer Hong Kong Sarina Cassidy Hong Kong ii JPM-SDNYLIT-0027 Case Document Filed Page of COMPLIANCE Compliance Officers bv Business in Asia Whom to Contact CORPORATE PHILANTHROPY AND Connie Smith New York NY at SPONSORSHIPS DATA PRIVACY Contact your Local or Regional Data Privacy Officer or call Lynn Goldstein Chicago IL at E-MAIL Case Document Filed Page of GENERAL COUNSEL Joan Guggenheimer New York NY at William McDavid New York NY at GOVERNMENT AFFAIRS Bridget Lawless New York NY at DEPARTMENT INTELLECTUAL PROPERTY e-mail Intellectual.Property.Unit jpmchase.com external Intellectual Property Unit JPMCHASE internal JPMORGAN CHASE SECURITIES Office of the Secretary New York NY at POLICY LEGAL AND COMPLIANCE Legal and Com11liance website DEPARTMENT
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