EXHIBIT (11)(a)(1)
INVESCO FUNDS GROUP, INC. & INVESCO DISTRIBUTORS, INC.
CODE OF ETHICS AND BUSINESS POLICIES
REVISED JULY 2002
INTRODUCTION
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INVESCO's code of ethics and business policies adhere strictly to sound
investment principles and practices and to the highest of ethical standards. Our
policies are intended to ensure full conformity to the rules and regulations of
our regulatory organizations.
The responsibility for following the policies and procedures rests with you, the
employee. While INVESCO has a variety of procedures to oversee compliance, a
conscientious, professional, and ethical attitude on your part will ensure that
we fulfill the rules, regulations and business customs of our industry.
Every attempt has been made to cover all requirements, however, your good
judgment is required for the success of INVESCO's compliance program. You should
be familiar with the procedures and policies in this manual.
Occasionally, questions may arise which cannot be answered through this manual.
In this instance, questions should be directed to the Legal & Compliance
department.
Disciplinary sanctions such as suspension, with or without pay, or termination
of employment may be imposed against any person who fails to adhere to the
policies and procedures set forth in this manual.
On an annual basis, each INVESCO officer, director, and employee will be
required to provide a written certification that he or she has read and
understands the policies in the manual, recognizing that he or she is subject to
the policies. In addition, on an annual basis each INVESCO officer, director,
and employee will be required to certify in writing the disclosure of all
personal securities transactions and reportable accounts.
Questions regarding the contents of this manual should be directed to:
Stephanie Barres, Director Broker Dealer Compliance, ext. 6475
Jim Lummanick, Chief Compliance Officer, ext. 6526
CODE OF ETHICS
--------------
As members of an organization serving the public, all employees are guided in
their actions by the highest ethical and professional standards.
1. The general conduct of all employees must at all times reflect the
professional nature of the business we are in. INVESCO employees are
judicious, accurate, objective and reasonable in dealing with both clients
and other parties. The personal integrity of all employees must be beyond
the slightest shadow of a doubt.
2. All INVESCO personnel must act within the spirit and the letter of all
federal, state, and local laws and regulations pertaining to the securities
business.
3. At all times, the interest of the client has precedence over any personal
interest.
4. All officers, directors and employees shall obtain prior written approval
before placing a securities transaction (as listed in the following INVESCO
policies).
5. INVESCO personnel will not accept compensation of any sort for services,
from any outside source without the permission of the CEO or their
representative.
6. When personal interests conflict with the interests of INVESCO and its
clients, the employee will report the conflict to the Legal & Compliance
department for resolution.
7. Recommendations and actions of INVESCO are confidential and private matters
between INVESCO and its clients. It is INVESCO's policy to prohibit, prior
to general public release, the transmission, distribution or communication
of any information regarding securities transaction of client accounts
except to broker/dealers in the ordinary course of business.
8. No information obtained during the course of employment regarding
particular securities (including reports and recommendations of INVESCO)
may be transmitted, distributed, or communicated to anyone who is not
affiliated with INVESCO. In addition, an employee in possession of this
information may not use this information for their own personal gain.
9. The policies and guidelines set forth in this Code of Ethics must be
strictly adhered to by all INVESCO employees. Severe disciplinary actions,
including dismissal, may be imposed for violations of this Code, including
the guidelines that follow.
FIDUCIARY CONDUCT
-----------------
The following principles will assist us as INVESCO and AMVESCAP employees in
governing our conduct as fiduciaries:
1. AMVESCAP seeks to maintain the same high fiduciary standards throughout the
world, even though those standards may not be legally required, or even
recognized, in some countries.
2. Clients must be provided with timely and accurate information regarding
their accounts.
3. Processes have been established for the proper maintenance, control and
protection of client assets. Fiduciary assets must be segregated from
AMVESCAP assets and property.
4. Fiduciary duties are delegated only when the client consents, and where
permitted by applicable law. Reasonable care, skill and caution must be
exercised in selection of agents and the review of their performance.
5. INVESCO and AMVESCAP are each responsible for making investment decisions
on behalf of clients which conform to the prospectus, contract , or other
controlling document.
6. INVESCO and all employees should seek open and responsive relationships
with the various industry regulators.
GUIDELINES FOR AVOIDING PROHIBITED ACTS
---------------------------------------
INVESCO employees are prohibited from the following ("Prohibited Acts"):
1. Soliciting or recommending purchases, sales or reinvestment in securities
not in accordance with the client's investment objectives and guidelines.
2. Attempting to use their influence to cause any client account to purchase,
sell or retain any securities for the purpose of seeking any form of
personal gain.
3. Warranting the value or price of any security or guaranteeing its future
performance.
4. Promising or representing that an issuer of securities will meet its
obligations or will fulfill its investment or business objectives in the
future.
5. Agreeing to protect a client against loss by repurchasing a security at
some future time.
6. Owning or taking title to any funds or assets of a client.
7. Maintaining a joint brokerage or bank account with any client; sharing any
benefit, profit or loss resulting from securities transactions with any
client; or entering into any business transaction with any client.
8. Borrowing money or securities from any client, regardless of the
relationship between the client and INVESCO representative.
9. Owning, operating, managing or otherwise engaging in or being employed by
any outside business activity on either a full-time or part-time basis
without the prior written approval of the President or CEO or their
representative.
10. Violating or failing to abide by INVESCO's policy designed to detect and
prevent insider trading, and INVESCO policy regarding buying and selling
AMVESCAP shares or ADRs.
11. Entering orders in any account for which there is no client. Any employee
who becomes aware of any conduct which might violate the Prohibited Acts
listed above, any laws or regulations, or improper or unauthorized actions,
should report such conduct to their supervisor. Any questions about the
conduct required by INVESCO should be directed to the Legal & Compliance
department.
NEED-TO-KNOW POLICY
-------------------
THIS POLICY IS TO BE READ IN CONJUNCTION WITH THE INVESCO PERSONAL SECURITIES
TRADING POLICIES.
In conjunction with the policies regarding insider trading and material
information, INVESCO maintains a Need-to-Know Policy. This policy has been
adopted to prevent even the appearance of impropriety.
As INVESCO diversifies its products and services, we must be aware that
potential conflicts may arise. For instance, in the normal course of business
with a retirement plan, INVESCO may receive confidential information about the
plan's company (such as imminent lay-offs, poor earnings, etc.) that may be
material to a portfolio manager holding the stock and trying to determine to buy
or sell the securities.
In consideration of our professional responsibilities, and under law, INVESCO
must not use nonpublic information improperly to benefit INVESCO, a client, or
an individual. INVESCO personnel should always make every effort to avoid even
the appearance of misusing nonpublic information.
In light of this, INVESCO employees who have nonpublic information must not
disclose it to anyone who does not have a "need to know." This policy, also know
as a "Fire Wall," is designed to keep the information confidential. While there
may be times in which trading or other activities must be restricted, reliance
on a successful operating Fire Wall allows INVESCO to minimize such
restrictions. The Fire Wall permits INVESCO personnel in non-affected areas to
continue to engage in activities involving a particular company's securities.
Under the Fire Wall policy, those on the "informed" side of the wall have a
special duty to ensure that appropriate standards or confidentiality are
maintained. For those on the "uninformed" side of the wall, a corresponding duty
exists. All INVESCO personnel are prohibited from making any effort to obtain
nonpublic information that may be in the possession of other parts of the
organization. Again, INVESCO employees who have nonpublic information must not
disclose it to anyone who does not have a need to know.
When material information is communicated, whether to other personnel or to
those outside the organization, the second person is then "brought over the
wall" and is then prohibited from effecting transactions in the concerned
company securities until the information is made public. Therefore, extreme care
should be taken to ensure that they are not put in a position of nonpublic
information about other transactions that might prejudice or inhibit the
appropriate performance of their other functions in their normal area of
operation.
Any questions as to whether a piece of information is material or should not be
communicated should be directed to the Legal & Compliance department of INVESCO.
ANTI-MONEY LAUNDERING
---------------------
The attempted use of financial institutions and instruments to launder money is
a significant problem that has resulted in the passage of strict laws in many
countries. Money laundering attempts to disguise money derived from illegal
activity including drug trafficking, terrorism, organized crime, fraud, and many
other crimes. Money launderers go to great lengths to hide the sources of their
funds. Among the most common stratagems are placing cash in legitimate financial
institutions (such as mutual funds), layering between numerous financial
institutions, and integrating the laundered proceeds back into the economy as
apparently legitimate funds.
INVESCO maintains strict policies regarding this matter. Such policies are
outlined in the Supervisory Procedures Manual and should be reviewed for
compliance with such procedures. The manual may be obtained through the Legal &
Compliance Department.
AML Policy
----------
ANTI-TRUST
----------
The laws of many countries are designed to protect consumers from illegal
competitive actions such as price fixing and dividing markets. It is AMVESCAP's
policy and practice to compete based on the merits of our products and services.
We do not fix or control prices with competitors, divide up territories or
markets, limit the production or sale of products, boycott certain suppliers or
customers, unfairly control or restrict trade in any way, restrict a
competitor's marketing practices, or disparage a competitor. We should never
discuss products, pricing or markets with competitors with the intent to fix
prices or divide markets.
INTERNATIONAL TRADE CONTROLS
----------------------------
From time to time, various countries may impose restrictions upon the ability of
businesses in their jurisdiction to engage in commerce with designated
individuals, countries or companies. These laws are commonly referred to as
boycotts or trade embargoes.
Similarly, many countries contribute the names of criminal or terrorist
organizations or individuals to a common database and require financial
institutions to screen customer lists against the database as part of their
"Know Your Customer" obligations. We must be aware of and, where appropriate,
adhere to any such restrictions.
GIFTS AND GRATUITIES
--------------------
This policy is in compliance with the National Association of Securities Dealers
Regulation, Inc. (NASDR) Conduct Rule 3060 (a), which states:
No officer, director, or employee of INVESCO shall directly or indirectly accept
in any one-year gifts, gratuities or favors in excess of $100 per individual per
year from any one broker/dealer without the prior written approval of the Legal
& Compliance Department.
In connection with the retail sale or distribution of shares of the INVESCO
Funds products (retail, variable, etc.), no officer director, or employee
covered by this policy may offer or pay to any broker/dealer anything of
material value over $50, and no broker/dealer may solicit or accept anything of
material value (over $50). See NASDR Conduct Rules 2820 & 2830.
Gifts or gratuities of any amount to any fiduciary of an existing or prospective
ERISA account, or any associated person thereof, should be pre-approved in
writing by the Legal & Compliance Department. The U.S. Department of Labor (DOL)
has specific regulations regarding this issue which may necessitate a review for
individual clients.
Lavish or frequent entertainment may be considered a gift.
NASDR Rules require that the receipt of a gift or the giving of a gift must be
documented. Recordkeeping for gifts received is maintained in the Legal &
Compliance Department. Recordkeeping for National and Institutional Sales is
maintained by the administrative group of that area and is to be available to
regulators or Compliance upon request.
To report a gift, complete the GIFT REPORTING FORM and forward to Stephanie
Barres, Mail Stop 50-101.
ACTIVITIES OUTSIDE OF INVESCO
-----------------------------
If you wish to accept a position with a corporation (public or private),
charitable organization, foundation or similar group, you should seek prior
approval. Submit a memorandum, detailing the proposed activity to your
supervisor, the President or Chief Executive Officer and to the General Counsel.
Please use the OUTSIDE ACTIVITIES FORM to report your proposed employment.
The memorandum should state the compensation or benefits, direct or indirect,
that you will receive from your participation and the nature of the time
commitment involved. These types of requests will be treated on a case-by-case
basis with the interests of INVESCO and its clients being paramount.
PARTICIPATING IN A BOARD OF DIRECTORS
-------------------------------------
Employees may be asked to serve on the Board of Directors of another company,
whether for profit or not-for-profit, charitable foundations, etc. Approval for
such a position must be obtained.
If authorization to serve on the board of directors of a company is granted, the
INVESCO officer, director or employee serving as a director shall refrain from
any direct or indirect involvement in the consideration for purchase or sale and
in the purchase or sale by any INVESCO client. For example, securities of the
company of which the INVESCO officer, director or employee serves as a director,
or any securities of an affiliate of such company, should not be purchased for
INVESCO clients.
As an outside board member or officer, an employee may come into possession of
material non-public information about the outside company, or other public
companies. It is critical that a proper information barrier be in place between
AMVESCAP business units and the outside organization, and that the employee does
not communicate such information to other AMVESCAP employees or business units
in violation of any such information barrier.
GUIDELINES
----------
There is no absolute prohibition on an INVESCO employee participating in outside
activities. As a practical matter, however, there may be circumstances in which
it would not be in INVESCO's best interest to allow employees to participate in
outside activities. The first consideration must be whether the activity will
take so much of the employee's time that it will affect his or her performance.
As important, however, is whether the activity will subject the employee to
conflicts of interest that will reflect poorly on both him or her and INVESCO.
Our business is such that we must adhere strictly to the highest ethical
standards and strive to avoid even the appearance of impropriety and conflict.
It is impossible to anticipate every conflict that may arise, but activities
should be limited to those that have the least probability of creating them. For
example, serving on the board of a publicly traded company has clear potential
for conflict, while serving on the board of a charitable organization generally
does not normally pose a conflict.
Another consideration is that under the law, INVESCO and its employees must not
use non-public material information improperly to benefit themselves or
INVESCO's clients. It is conceivable, for example, that as an advisory board
member, you may receive material non-public information about certain public
companies. If this occurs, you would be prohibited from effecting transactions
(either for your account or client accounts) until the information either is
made available to the public or ceases to be material. You would also be
required to keep the information confidential and, pursuant to our Code of
Ethics and Insider Trading Policies, avoid using the information to effect
trades.
Additionally, even if you are positive that you do not have any "insider
information," unforeseen market events may make it look as if you did -- e.g.,
you sell securities of a company that subsequently reports an adverse event
(e.g., loss of a major customer, departure of key employees, etc.). It is
virtually impossible to prove a negative -- that you didn't know about the event
- - -- and it may make it difficult to win any lawsuit that is brought or
to mitigate any resulting adverse publicity.
BUSINESS CARD POLICY
--------------------
It is the policy of INVESCO, that the business cards of the officers and
employees of INVESCO be accurate, clear, and not misleading to the recipient.
The SEC and NASDR categorize business cards as advertising material, and thus
apply all general marketing rules to business cards. Accordingly, when
developing and disseminating business cards, certain guidelines should be
followed. Also, as with all advertising and marketing materials, approval should
be obtained from the Legal & Compliance department.
Standard INVESCO business cards prepared by the Marketing Communications group
meet all the necessary requirements. INVESCO Funds employees should only use
business cards ordered from the Communications group.
All business cards and stationary must list the appropriate Office of
Supervisory Jurisdiction (OSJ) as registered with the NASD.
ANTI-BRIBERY AND DEALINGS WITH GOVERNMENT OFFICIALS
---------------------------------------------------
Many of the countries in which AMVESCAP conducts its business prohibit the
improper influencing of governmental officials by the payment of bribes, gifts,
political contributions, lavish hospitality or by other means. Our policy
requires adherence to those restrictions.
In general, all travel and entertainment we provide to governmental officials
must be pre-approved within the appropriate AMVESCAP business unit. If approved,
a written confirmation that such expenses do not violate local law must be
obtained from an appropriate third party (e.g., the business unit's legal
counsel or the government official's supervisor).
Gifts, other than those of nominal value, may not be given to or accepted from
such officials. These prohibitions extend to any consultants or agents we may
retain on behalf of AMVESCAP.
EMPLOYEE POLITICAL AND CHARITABLE CONTRIBUTIONS
-----------------------------------------------
INVESCO realizes, as active members of the community and involved citizens, its
employees often participate in political and charitable projects and activities
that may include donations and contributions by employees to political
candidates or charitable organizations.
Although INVESCO encourages civic and community involvement by its employees,
INVESCO desires to avoid any situation that raises a conflict of interest or
that creates an appearance of impropriety in the context of INVESCO's business
relationships. Specifically, this policy prohibits employees from making
political or charitable contributions when the solicitation or request for such
contributions implies that continued or future business with INVESCO depends on
making such a contribution. Similarly, no contribution should be made that
creates the appearance that INVESCO stands to benefit from a business
relationship because of an employee's contribution.
We may not, under any circumstances, use Company funds to make political
contributions without prior approval, nor may we represent our personal
political views as being those of the Company.
CAMPAIGN CONTRIBUTIONS
----------------------
Both federal and state campaign finance laws include limits on political
contributions that employees may make. Under federal law, the maximum amount an
individual may contribute to a political candidate is $1,000 per election. The
limits imposed by state law vary.
All contributions made by employees must be entirely voluntary and should only
be in an amount that is determined by the employee. Additionally, the
contribution should be unlikely to influence the candidate's judgment regarding
any continued or future business with INVESCO. No contributions should be made
that create the appearance of any of the conflicts discussed. In no case may any
contribution exceed the applicable federal or state limitations.
If an employee is unsure if a particular political contribution would be in
compliance with this policy, they should consult the Legal & Compliance
department.
CONTRACT RECORDKEEPING & REVIEW
-------------------------------
INVESCO requires that all contractual relationships entered into with
unaffiliated entities be in writing, reviewed and approved by the Legal and
Compliance Department, and fully executed by all parties. In addition, INVESCO
monitors all current contracts for amendment to reflect changed circumstances,
tracks the expiration date for timely renewal if necessary, superceding events,
and other activities that could affect the contractual relationship.
INVESCO's Legal and Compliance Department has instituted procedures to ensure
that these minimum requirements are fully met. All contracts should be submitted
to the Legal & Compliance Department for review prior to signing the contract.
All signed original agreements entered into on behalf of INVESCO should be sent
to the Legal & Compliance department for inclusion in the contract database and
for disaster recovery purposes.
Only officers (Assistant Vice President, Vice President, and Senior Vice
President) of INVESCO Funds Group, Inc., and of INVESCO Distributors, Inc., may
sign contracts on behalf of INVESCO. Contact your department head to determine
the appropriate officer to sign a contract.
PERFORMANCE DATA SOURCE
-----------------------
Mutual fund performance calculations provide a way to measure whether a mutual
fund's investments are providing a profit to its shareholders. Performance
measurement also offers a common basis for investors to compare one mutual fund
against another mutual fund. To provide information that accurately reflects the
financial status of a fund, the SEC and other industry organizations and
accounting authorities specify various methods of computing mutual fund
"performance." These methods include "total return" and "average annual return,"
among others.
In addition, the SEC and the NASD specify very strictly not only the performance
calculation methods, but the way in which those calculations must be presented
in prospectuses, advertising and sales literature, and indeed, in every
communication of mutual fund "performance" to the public.
The SEC and other regulators impose penalties for violation of the various
regulations relating to calculation and use of performance numbers. To ensure
total compliance, INVESCO must strictly control the source and use of its mutual
funds' performance statistics. The Financial Reports area of the INVESCO
Portfolio Accounting Department is the sole source of INVESCO Mutual Fund
performance calculations. Reference may be made to invescofunds.com website
total return performance displays, as the Financial Reports department reviews
this information on a daily and monthly basis.
ONLY FINANCIAL REPORTS' PERFORMANCE CALCULATIONS MAY BE USED OR REFERENCED BY
ANY EMPLOYEE, CLIENT REPRESENTATIVE, OR OTHER PERSON IN ANY CAPACITY PURPORTING
TO SPEAK ON BEHALF OF THE INVESCO MUTUAL FUNDS.
COMPLAINTS
----------
The complaint process is governed by both the SEC and NASD. If a complaint is
received in an official letter from the SEC, NASD, State or other regulatory
organization, immediately send all original paperwork to Director of Broker
Dealer Compliance in Legal & Compliance Department.
Complaints from shareholders are addressed through the Transfer Agency as
outlined in INVESCO's Supervisory Procedures Manual.
Complaints regarding non-shareholder matters (for example, complaints regarding
separately-managed accounts) are generally resolved by the Investment Division
and/or Institutional Sales. The Legal & Compliance Department should be advised
of the existence of such complaints and the ultimate resolution.
Employee's should ensure that all complaints are addressed in a timely fashion.
Contact Legal and Compliance with questions regarding such items.
COMMUNICATIONS WITH REGULATORS
------------------------------
It is the policy of INVESCO to cooperate fully with regulatory agencies. Most
inquiries from regulators are of a routine nature. At the same time, however,
even a casual inquiry from a regulatory agency may develop into a non-routine
matter. This most often occurs due to misunderstandings over the information
that the regulator is seeking, or statements made by people without a full
knowledge of the facts. Moreover, even routine regulatory requests often involve
interview with employees and production of records, which can be time-consuming.
Finally, there have been instances in which persons have attempted to obtain
confidential information by impersonating regulators. While such
misrepresentation is blatantly illegal, it has occurred.
Our principal regulators - the Securities and Exchange Commission (SEC) and the
National Association of Securities Dealers, Inc. (NASD) - are aware of the
issues that their requests can raise. For that reason, the SEC, NASD and other
regulators generally initiate their contacts with INVESCO through the Legal and
Compliance Department. That way, the Legal and Compliance Department can
ascertain quickly the scope of the inquiry and arrange to provide any
information sought in a manner that is most efficient for the regulator and
least disruptive to our business operations.
For these reasons, any contact by a regulatory agency must be referred
immediately to the Chief Compliance Officer, Assistant General Counsel or
General Counsel. If the initial contact is made by telephone, simply and
politely advise the caller that it is INVESCO's policy to direct any regulatory
inquiry to the Legal and Compliance Department, and then transfer the call.
PENDING OR THREATENED LITIGATION
--------------------------------
INVESCO continuously strives to meet and exceed the highest standards in the
conduct of its own business, and expects no less of the companies and personnel
with which it has legal, commercial and investment relationships. However, the
possibility always exists that INVESCO may become involved in litigation, either
in its own respect or as a result of its advisory or other status with respect
to the INVESCO Mutual Funds and its other investment accounts.
In virtually all instances, INVESCO receives formal notice of litigation by what
is called "service of process." This is often done by hand delivery of the legal
complaint and accompanying documents to the INVESCO offices, and, occasionally,
by mail. When process is presented for service upon INVESCO Funds Group, INVESCO
Distributors, Inc., the INVESCO Mutual Funds or other INVESCO affiliated entity,
the INVESCO public receptionist is directed to call the INVESCO Legal &
Compliance Department, which shall notify and direct an appropriate Company
officer to accept such service on behalf of INVESCO. The INVESCO public
receptionist and INVESCO mailroom are directed to forward to the INVESCO Legal &
Compliance Department all litigation materials received via hand delivery, U.S.
Postal Service, or any other delivery service.
INVESCO's General Counsel is responsible for all matters involving litigation
initiated by or filed against INVESCO, although the General Counsel may delegate
to selected Legal and Compliance Department staff such matters as the General
Counsel deems appropriate and necessary. The General Counsel (or designee) shall
coordinate with INVESCO's Company Affairs (Public Relations) department
preparation and release of all litigation-related communications directed to the
public. INVESCO's General Counsel reports on all pending, threatened or existing
litigation to the executive management of INVESCO on a periodic basis, and as
events develop, and shall proceed in litigation matters as the executive
management of INVESCO may direct.
CORPORATE INFORMATION SYSTEMS SECURITY POLICY
---------------------------------------------
This policy is an addendum to the IFG and IDI Code of Ethics and Business
Policies Manual. All employees are responsible for the compliance with the
Corporate Information Systems Security Policy.
Questions regarding this policy should be addressed with each employees
department manager and then with their department's IT liaison.
INVESCO PERSONAL SECURITIES TRADING POLICIES
(Substantially identical to the policies applicable to
all AMVESCAP entities Globally)
I. CORE PRINCIPLES (ALL EMPLOYEES)
A. Employees have a duty to serve the best interests of clients and not
to engage in conduct that is in conflict with such interests.
B. Employees are prohibited from misusing "inside information".
C. Employees are permitted to acquire shares of AMVESCAP PLC ("AMVESCAP")
through authorized share purchase schemes (including the AMVESCAP
International Sharesave Plan) and otherwise in a manner consistent
with applicable law.
D. Employees are encouraged to invest in mutual funds, unit trusts and
other collective investment vehicles sponsored by subsidiaries of
AMVESCAP.
E. Subject to certain exceptions set forth in these Policies employees
are permitted to invest in other securities if they observe applicable
laws and regulations and both the letter and spirit of these Policies.
II. PROHIBITION AGAINST INSIDER TRADING (ALL EMPLOYEES)
A. TERMS AND DEFINITIONS - As used in this Section II, certain key terms
have the following meanings:
1. "INSIDER" - The concept of "Insider" is broad, and includes at a
minimum all directors, officers and employees of a company.
Directors, officers and employees of AMVESCAP and its subsidiary
companies are deemed to be Insiders of AMVESCAP. In addition, any
person may be a temporary Insider if he/she enters into a
special, confidential relationship with a company in the conduct
of its affairs and, as a result, has access to non-public
information developed for the company's purposes. Thus, any
person associated with AMVESCAP or any of its subsidiaries may
become a temporary Insider of a company which is advised by a
subsidiary or for which a subsidiary performs other services.
Temporary Insiders of a company may also include, for example,
its attorneys, accountants, consultants and other agents, or
employees of its bank lenders and major customers.
2. "INSIDER TRADING" - While the law concerning "Insider Trading" is
not static, it generally includes: (1) trading by an Insider
while in possession of Material or Market/Price Sensitive
Non-Public Information; (2) trading by non-insiders while in
possession of Material or Market/Price Sensitive Non-Public
Information either improperly obtained by the non-insider or
disclosed to the non-insider by an Insider in violation of the
Insider's duty to keep it confidential; and (3) communicating
Material or Market/Price Sensitive Non-Public Information to
others.
3. "MATERIAL INFORMATION" (U.S. terminology) and "Market or Price
Sensitive Information" (U.K. terminology) - These terms generally
include (1) any information that a reasonable investor would
likely consider to be important to making an investment decision;
and (2) any information that is reasonably certain to have a
substantial effect on the price of a company's securities.
Examples of Material or Market/Price Sensitive Information
include (but are not limited to) changes in dividends or dividend
policy, earnings estimates or changes in previously released
earnings estimates, developments concerning significant merger or
acquisition proposals, developments in major litigation, and
significant changes in management.
4. "NON-PUBLIC INFORMATION" - Information is "non-public" until it
has been effectively communicated to the market and the market
has had time to "absorb" the information. For example,
information found in a report filed with the Securities and
Exchange Commission, or appearing in Dow Jones, Reuters Economic
Services, The Wall Street Journal or other publications of
general circulation would be considered public.
B. GENERAL PROHIBITION - All Directors, officers and employees (including
contract employees and part-time personnel) of AMVESCAP, its
subsidiaries and affiliated companies worldwide, are prohibited from
engaging in Insider Trading. This prohibition applies to both personal
and client accounts.
C. REPORTING OBLIGATION - Any Director, officer or employee (including
any contract or part-time employee) who possesses or believes that
he/she may possess Material or Market/Price Sensitive Non-Public
Information about any issuer of securities must report the matter
immediately to the Legal & Compliance department, which will review
the matter and provide further instructions as to the appropriate
handling of the information.
III. POLICIES AND PROCEDURES GOVERNING PERSONAL SECURITIES
TRANSACTIONS GENERALLY
A. COVERED PERSONS - The policies and procedures set forth in this
Section III apply to Directors, officers and employees of AMVESCAP,
its subsidiaries and affiliated companies ("AMVESCAP Companies") who
are deemed to be "Covered Persons" as defined herein. The term
"Covered Persons" includes all such Directors, officers and employees
except those who have been determined to be "Exempt Persons" by the
relevant management committee of an operating division of AMVESCAP or
its designee ("Relevant Management Committee").
B. EXEMPT PERSONS - An "Exempt Person" must meet all of the following
criteria:
1. Work in a position which is unrelated to any AMVESCAP
Company's investment management, investment policy or
investment strategy activities and who has no day-to-day
access to information on current investment strategy,
portfolio holdings and portfolio transactions;
2. Demonstrate lack of day-to-day access to such information by
factors such as physical separation (e.g. employment in a
facility physically separated from the locations where
investment-related activities occur) and lack of access to
computer systems that would provide access to portfolio
information;
3. Annually sign a statement to the effect that such person has
no actual access to such information, and that if he/she
comes into contact with such information he/she will
promptly notify the Legal & Compliance department who will
determine, based on a review of the employee's
circumstances, whether he/she may continue to be designated
as an "Exempt Person".
NOTE: Each exempt person's status will be reviewed
periodically by the Legal & Compliance Department. If any
one of the above requirements is not met, the employee will
immediately be considered to be a covered person.
C. GENERAL POLICY
1. Covered Persons may not engage in personal securities
transactions that create an actual or potential conflict of
interest with client trading activity. Thus Covered Persons
have a fiduciary responsibility to ensure that all client
trading activity in a security is completed before engaging
in personal securities transact
2. For purposes of this Section III the term "personal
securities transaction" includes any transaction by a
Covered Person for a "Covered Account", defined as any
account: (a) in which a Covered Person has a direct or
indirect financial interest; or (b) over which such Covered
Person has direct or indirect control over the purchase or
sale of securities. Such Covered Accounts may include, but
are not limited to, accounts of a spouse, minor child,
relative, friend, or personal business associate.
D. PRE-CLEARANCE REQUIREMENTS
1. General Requirement:
a. A Covered Person may not engage in a personal securities
transaction unless it has been pre-cleared by the Legal &
Compliance department following a determination that the
transaction does not give rise to an actual or potential
conflict of interest with client activity in the same
security. This determination shall not be made, and
pre-clearance shall not be given, if there has been a client
account transaction in the same security within seven (7)
calendar days of the proposed personal securities
transaction (the "7-Day Rule").
b. Subject to oversight by the Relevant Management Committee,
the Legal & Compliance department has responsibility for
setting the policy for determining which client accounts
will be matched against each Covered Person's personal
securities transactions.
c. The pre-clearance requirements and procedures set forth in
this paragraph D apply to personal securities transactions
in any security that is not the subject of an exception set
forth in paragraph F below, and specifically apply to
transactions in shares of AMVESCAP and to transactions in
shares of closed-end investment companies and closed-end
investment trusts managed by an AMVESCAP company.
d. In the case of personal securities transactions involving
the purchase or sale of an option on an equity security, the
Legal & Compliance department will determine whether to
pre-clear the transaction by matching the personal
securities transaction against client account activity in
both the option and the underlying security.
e. It shall be the responsibility of the Legal & Compliance
department following pre-clearance of a personal securities
transaction, to monitor client account activity in the same
security for the following seven (7) calendar days to
determine whether the appearance of a conflict is present,
either in conjunction with a particular transaction or as
the result of a pattern of trading activity and, if so,
whether any additional action (such as disgorgement of
profits) is warranted.
2. PRE-CLEARANCE PROCEDURES - The Legal & Compliance Department
shall be responsible for setting appropriate procedures (and
documentation) to carry out the pre-clearance requirements set
forth in this paragraph D. These procedures shall include the
following:
a. A Covered Person must complete and submit to the Legal &
Compliance department a pre-clearance request form setting forth
details of each proposed personal securities transaction;
b. The Legal & Compliance department will review the form and notify
the covered person whether the request is authorized or denied
(as time-stamped on the form).
1. Investment Division personnel should seek final approval
from the Chief Investment Officer; and Trading Desk
personnel should seek approval from the Head Trader.
c. The Covered Person is permitted to trade WITHIN ONE TRADING DAY
following the date of approval. If the trade is not executed
during the time period a new pre-clearance request form must be
submitted.
3. DE MINIMIS EXEMPTION
A pre-clearance request relating to a proposed personal
securities transaction involving 2,000 or fewer shares (or 20 or
fewer contracts, in the case of options) of an issuer that has at
least US $1 billion (or non-US. currency equivalent) in market
capitalization shall not be subject to the 7-Day Rule or other
provisions of sub-paragraph D.1, provided that:
(a) Any pre-clearance approval given for such transaction shall
be valid for ten (10) calendar days only; and
(b) The de minimis exemption may be used once every thirty (30)
days for a specific security.
E. REPORTING REQUIREMENTS
1. INITIAL REPORTS BY COVERED PERSONS - Within 10 days of
commencement of employment each Covered Person must provide to
the Legal & Compliance department a complete list of all of his
or her Covered Accounts, including individual securities held
within those accounts or in certificate form.
2. REPORTS OF TRADE CONFIRMATIONS - Within (ten) 10 calendar days of
settlement of each personal securities transaction, the Covered
Person engaging in the transaction must submit or ensure their
broker mails a duplicate copy of the broker-dealer confirmation
for such transaction to the Legal & Compliance department. (Note:
The duplicate confirmation must be generated by the broker-dealer
and mailed directly to the legal/compliance department. Employee
delivered Photostat copies are not acceptable unless requested by
the Legal & Compliance department.)
3. ANNUAL UPDATE AND CERTIFICATION - No later that February 1 of
each year, each Covered Person must file with the
legal/compliance department an annual account statement that
lists, as of December 31 of each prior year, all Covered Accounts
of such Covered Person and all securities holdings of such
Covered Accounts. Annually, each Covered Person must execute and
provide his/her legal/compliance department with a certificate of
compliance with these Policies and any other personal trading
policies then in effect which apply to such Covered Person.
F. EXCEPTIONS TO PRE-CLEARANCE AND REPORTING REQUIREMENTS
1. The following securities are not subject to either the
pre-clearance requirements or the reporting requirements set
forth in this Section III:
a. Open-end mutual funds and open-end unit trusts, other than
INVESCO Funds accounts.
b. Variable annuities, variable life products and other similar
unit-based insurance products issued by insurance companies
and insurance company separate accounts.
c. U.S. (Federal) Government Securities, and d. Money market
instruments (as defined by the Legal & Compliance
department).
2. INDEPENDENT DIRECTORS - Personal securities transactions of an
Independent Director of AMVESCAP are not subject to either the
pre-clearance or reporting requirements set forth in this Section
III except with respect to personal securities transactions in
the shares of AMVESCAP or shares of any closed-end investment
company or investment trust served by such Independent Director
in a Director or Trustee capacity. For purposes of this
exception, the term "Independent Director" includes (a) any
Director of AMVESCAP (i) who is neither an officer nor employee
of AMVESCAP or of any AMVESCAP Company, or (ii) who is not
otherwise "connected with" AMVESCAP or any AMVESCAP Company
within the meaning of the London Stock Exchange Yellow Book;
3. Personal securities transactions in the following are NOT SUBJECT
TO THE PRE-CLEARANCE REQUIREMENTS set forth in this Section III
BUT ARE SUBJECT TO THE REPORTING REQUIREMENTS:
o INVESCO Funds mutual fund accounts;
o Securities acquired through automatic dividend
reinvestment plans;
o Securities acquired through the receipt or exercise of
rights or warrants issued by a company on a pro rata
basis to all holders of a class of security;
o A City Index (e.g., IG Index) (UK only);
o Futures contracts;
o Commodities contracts;
o Futures or Options on a stock market index, a foreign
currency or commodity; and
o Exchange Traded Funds (ETFs) such as NASDAQ 100 shares,
S & P Depository Receipts, etc.
4. DELEGATED DISCRETIONARY ACCOUNTS - Pre-clearance is not required
for transactions in a Covered Account as to which a Covered
Person is not exercising power over investment discretion,
provided that:
a. The Covered Account is the subject of a written
contract providing for the delegation by the Covered
Person of substantially all investment discretion to
another party;
b. The Covered Person has provided the Legal & Compliance
department with a copy of such written agreement and a
Pre-Approval Request;
c. The Covered Person certifies in writing that he/she has
not discussed, and will not discuss, potential
investment decisions with the party to whom investment
discretion has been delegated; and
d. The Covered Person complies with all reporting
requirements outlined in paragraph E above, and also
provides or makes provision for the delivery of monthly
and/or quarterly statements of discretionary account
holdings to the Legal & Compliance department.
THE FOREGOING EXCEPTION FROM THE PRE-CLEARANCE REQUIREMENT DOES
NOT APPLY TO TRANSACTIONS BY A DELEGATED DISCRETIONARY ACCOUNT IN
SHARES OF AMVESCAP. All employees are required to notify parties
to whom they have delegated investment discretion that such
discretion may not be exercised to purchase shares of AMVESCAP
and that any sales of AMVESCAP shares by a Covered Account which
is the subject of delegated investment discretion are subject to
the pre-clearance and reporting requirements set forth in this
Section III and the policies and provisions set forth in Section
IV below.
G. RESTRICTIONS ON CERTAIN ACTIVITIES
In order to avoid even the appearance of conduct that might be deemed
contrary to a client's best interests, Covered Persons (other than
Independent Directors of AMVESCAP) are subject to the following additional
restrictions and prohibitions relating to certain investment activities and
related conduct:
1. PROHIBITION AGAINST TRADING IN SECURITIES ON "RESTRICTED LISTS":
It is recognized that there may be occasions when AMVESCAP, an
AMVESCAP Company, or a Covered Person who is a key executive of
AMVESCAP or an AMVESCAP Company, may have a special relationship
with an issuer of securities. In such occasions the Board of
Directors of AMVESCAP or the Relevant Management Committee may
decide to place the securities of such issuer on a "restricted
list", to be maintained by the Legal & Compliance department. All
employees are prohibited from engaging in any personal securities
transactions in a security on a "restricted list".
2. PROHIBITION AGAINST SHORT-TERM TRADING ACTIVITIES: Covered
Persons are prohibited from profiting in an "opposite
transaction" in the same security within 60 days of its purchase
or sale. Generally, only those securities requiring pre-clearance
are subject to this Short-Term Trading Prohibition. However,
while options and futures transactions are generally not subject
to this Short-Term Trading Prohibition, such transactions may not
be used to circumvent the prohibition.
3. PROHIBITION AGAINST SHORT SALES:
Covered Persons are prohibited from engaging in short sales of
securities.
4. PROHIBITION AGAINST PURCHASES IN INITIAL PUBLIC OFFERINGS:
Covered Persons are prohibited from purchasing securities in
initial public offerings except in those circumstances where
different amounts of such offerings are specified for different
investor types (e.g. private investors and institutional
investors) and the purchase has been pre-cleared by the Legal &
Compliance department on the basis that it is not likely to
create any actual or potential conflict of interest.
5. RESTRICTIONS ON THE PURCHASE OF RESTRICTED SECURITIES ISSUED BY
PUBLIC COMPANIES:
Generally, Covered Persons are discouraged from investing in
restricted securities of public companies. A Covered Person may
purchase such securities if the purchase has been pre-cleared by
the Legal & Compliance department following a determination that
the proposed transaction does not present any actual or potential
conflict of interest.
6. RESTRICTIONS ON PRIVATE PLACEMENTS (INCLUDING HEDGE FUNDS):
A Covered Person may not purchase or sell any security obtained
through a private placement (including the purchase or sale of an
interest in a so-called "hedge fund") unless such transaction has
been pre-cleared by the Legal & Compliance department following a
determination that the proposed transaction does not present any
actual or potential conflict of interest.
In addition, if a Covered Person owning securities of a privately
held company knows that the company is proposing to engage in a
public offering involving securities of that company (whether or
not such securities are of the same class as the securities held
by such Covered Person), he/she must disclose this information to
the Legal & Compliance department which will determine whether
further action should be taken.
7. PARTICIPATION IN INVESTMENT CLUBS:
A Covered Person is prohibited from participating in an
investment club unless such participation has been pre-cleared
(form) by the Legal & Compliance department following its
determination that the following conditions have been satisfied:
a. the Covered Person's participation does not create any
actual or potential conflict of interest;
b. the Covered Person does not control investment
decision-making for the investment club; and
c. the Covered Person has made satisfactory arrangements
to ensure that duplicate trade confirmations of
investment club activity and quarterly statements of
investment club holdings are provided to the Legal &
Compliance department by brokers acting on behalf of
the investment club.
Should the Covered Person contribute, but not necessarily
control, investment decision-making for the investment club, all
transactions by the investment club would be subject to
pre-clearance.
Note: Exemption from trading pre-clearance for Investment Club
participation may be made by the Legal & Compliance department.
Such account activity will be periodically reviewed and if deemed
necessary, the pre-clearance exemption may be revoked at any
time.
THE FOREGOING EXCEPTION FROM THE PRE-CLEARANCE REQUIREMENT DOES
NOT APPLY TO TRANSACTIONS IN SHARES OF AMVESCAP PLC. All
employees are required to notify parties with whom they
participate in investment clubs with, that the club may not
purchase or sell shares of AMVESCAP without prior clearance, and
such transaction in AMVESCAP shares by a Covered Account are
subject to the pre-clearance and reporting requirements set forth
in this Section III and the policies and provisions set forth in
Section IV below.
IV. TRANSACTIONS IN SHARES OF AMVESCAP PLC
(ALL EMPLOYEES)
A. Personal securities transactions in shares of AMVESCAP PLC by
Directors, officers and employees of AMVESCAP and the AMVESCAP
Companies are governed by AMVESCAP's Share Dealing Code (the
"Code", a copy of which is attached hereto) adopted in accordance
with requirements of the London Stock Exchange. The Code is
incorporated by reference and made a part of these Policies so
that a violation of the Code is also deemed a violation of these
Policies. Among other provisions the Code generally prohibits all
trading in AMVESCAP shares during certain defined "closed
periods" which are typically two calendar months before annual
results and earnings announcements and one calendar month before
quarterly results and earnings announcements.
B. The prohibitions against insider trading set forth above in
Section II of these Policies and the pre-clearance and reporting
provisions set forth above in Section III of these Policies apply
to personal securities transactions in shares of AMVESCAP.
C. The foregoing provisions apply to all Directors, officers and
employees of AMVESCAP, including both Covered Persons and Exempt
Persons as defined in Section III, and apply to all personal
securities transactions by or for the benefit of such persons,
including transactions in discretionary accounts maintained for
such persons.
AMVESCAP OPTIONS AND SHARES TRANSACTIONS
Purchases and sales of AMVESCAP shares (including ordinary shares
and ADRs) is any INVESCO or AMVESCAP employee benefit accounts
are subject to controls enforced by the plan administrator.
Accordingly, these transactions are not subject to pre-clearance.
ANY OTHER PURCHASES AND SALES OF AMVESCAP ORDINARY SHARES AND
ADRS, HOWEVER, ARE SUBJECT TO PRE-CLEARANCE UNDER THE ABOVE RULES
AND PROCEDURES.
Additionally, except as part of an INVESCO or AMVESCAP employee
benefit program, Covered Persons are prohibited from engaging in
any transactions in options on AMVESCAP securities.
V. ADMINISTRATION OF POLICIES (ALL EMPLOYEES)
A. WITH THE EXCEPTION OF PART IV ABOVE, administration of these
Policies is the responsibility of the various Legal & Compliance
departments within the AMVESCAP group, subject to general
oversight by the Relevant Management Committees.
B. RESPONSIBILITY for the administration of these Policies as they
relate to transactions in AMVESCAP shares (Part IV above) rests
jointly with the AMVESCAP Company Secretary, responsible for
interpretations of the Code; its Group Compliance Officer,
responsible for determinations made in the event of possible
violations of the Code or of these Policies; and its various
Legal & Compliance departments, responsible for pre-clearance and
reporting of transactions. In any event, responsibility for these
Policies as they pertain to trading in AMVESCAP shares is subject
to general oversight by the AMVESCAP Board of Directors.
C. ADMINISTRATIVE RESPONSIBILITY FOR THESE POLICIES INCLUDES:
1. The authority to adopt such forms and procedures as may be
appropriate to implement these Policies;
2. The authority to recommend and to implement policies that
are more restrictive than those set forth in these Policies;
3. The authority, on a case by case basis, and to a limited
extent, to approve exceptions from any of the prohibitions,
restrictions or procedures set forth in Part III of these
Policies; and
4. The authority to review violations of the Policies and to
recommend to the Relevant Management Committee (or to the
AMVESCAP Board of Directors in the case of violation of the
Policies set forth in Part IV), such penalties and sanctions
as may be appropriate under the circumstances.
D. EXCEPTIONS - Where exceptions are approved under subparagraph C
(3) above, a determination shall be made, in the case of each
such exception, that it is consistent with the Core Principles
set forth in Section I of these Policies and that it does not
create an actual or potential conflict of interest. The approval
of the exception and the circumstances surrounding such approval
shall be noted in writing and reported to the Relevant Management
Committee at the next available opportunity.
E. PENALTIES AND SANCTIONS
1. Persons who are found to have violated the prohibitions
against Insider Trading set forth in Section II of these
Policies may be subject to severe penalties and sanctions
including, but not limited to, disgorgement of profits and
suspension or termination of employment. These penalties and
sanctions shall be in addition to any penalties that may be
imposed by law, including (a) civil injunctions; (b)
revocation of licenses and registrations; (c) substantial
fines; and/or (d) imprisonment.
2. Persons who are found to have knowingly violated any of the
other provisions of these Policies, including the
pre-clearance and reporting requirements, the restrictions
against certain defined activities and the rules governing
trading in shares of AMVESCAP, shall be subject to a range
of possible sanctions including, among other actions: (a)
required special education or training; (b) letters of
admonition or censure; (c) restrictions on further personal
securities transactions; (d) disgorgement of profits; and
(e) reassignment, demotion, suspension or termination of
employment.
POLICY FOR DIRECTOR AND EMPLOYEE PERSONAL DEALINGS
IN THE SHARES AND OPTIONS OF AMVESCAP PLC
(AMVESCAP POLICY 07/18/2001)
INTRODUCTION
The London Stock Exchange requires all listed companies to adopt a share dealing
policy and procedures designed to prevent members of the Board of Directors and
employees from improperly using material non-public information. We must comply
with this policy if we wish to deal in the Ordinary Shares, American Depository
Receipts ("ADRs"), or exercise share options of AMVESCAP PLC.
PERSONS COVERED BY THE POLICY
All members of the AMVESCAP PLC Board of Directors, Executive Board, and all
employees are subject to this policy. In addition, all "connected persons" of
Board members or employees are also covered.
Persons connected to directors or employees includes:
o Our spouses;
o Our dependent children under the age of 18 (including adopted,
illegitimate or step-children);
o Any body corporate, or other business entity, with which the director
or employee is "associated" i.e., where 20% or more of the equity
share capital or voting power is controlled by the director or
employee and their connected persons;
o The trustees of any trust where the beneficiaries of the trust include
any of the above connected persons (with the exception of employee
share schemes and pension schemes);
o Our business partners i.e., a person or business entity with which we
share a mutual economic interest under an agreement to share that
interest.
DEALING PROCEDURES
All of our transactions in AMVESCAP PLC ordinary shares or ADRs must be approved
in advance, including those in plans or trusts sponsored by the Company. Members
of the Board of Directors and Executive Board must obtain prior clearance from
the Group Compliance Officer. Employees must obtain approval in accordance with
the personal share dealing policies in effect in their business unit. Generally
this will mean seeking approval via their local compliance team which will be
notified by the Company Secretary of any dates when employees are not free to
deal. Details of "close periods", namely periods when employees are not free to
deal, are also circulated to all employees on the internal e-mail system.
All of our options transactions, including those through plans or trusts
sponsored by the Company, must also be approved in advance. Members of the Board
of Directors, Executive Board members, and employees must obtain approval from
the Group Company Secretary. The Request for Authorization to Deal Form must be
used for dealing in shares and ADRs. The Application Form for the Purpose of
Exercises of Share Options must be used for options transactions. We are
obligated to inform our connected persons that they are also subject to these
requirements. Any dealing they may do must be approved as described above.
PROHIBITED DEALINGS
In order to prevent even the appearance of impropriety, we must be careful to
deal in AMVESCAP shares or options only when not in possession of material
non-public information. This includes, but is not limited to the following:
o No share dealing within two months before the Company announces its
annual results or dividends;
o No share dealing within one month before the announcement of
semi-annual or quarterly results;
o The exercise of an option or right to purchase under an employee share
scheme is generally not permissible where the final exercise date
falls within the above periods, although certain transactions may be
permissible depending upon the circumstances. In any event, if you are
unsure as to your ability to exercise an option you should contact the
Company Secretary;
o No short term or day trading of shares or ADRs, i.e. purchases and
sales within a 30 day period.
Any questions regarding this policy or procedures should be referred to the
Group Compliance Officer or Group Company Secretary.