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Exhibit p(8)(b)
[LOGO]
INVESCO U.S. Institutional Group
LEGAL/COMPLIANCE
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COMPLIANCE MANUAL
III. INSIDER TRADING POLICIES AND PERSONAL SECURITIES TRADING
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A. STATEMENT OF POLICY AND PROCEDURES DESIGNED TO DETECT AND PREVENT
INSIDER TRADING AND TO GOVERN PERSONAL SECURITIES TRADING
PART 1. POLICY ON INSIDER TRADING
A. SCOPE
This statement of policy and procedures to detect and prevent insider
trading and to govern personal securities trading ("Policy Statement") covers
(i) all employees, officers and directors of all members of the INVESCO U.S.
Institutional Group (USIG) and (ii) all persons controlled by, or controlling,
the members of USIG. This Policy Statement shall also cover such other persons
as may from time to time come within the definition of "persons associated with
an investment adviser," as such term is defined under the Investment Advisers
Act of 1940.
This Policy Statement operates in conjunction with the Code of Ethics
and Professional Standards (see Section II) previously adopted by USIG as well
as the Codes of Ethics adopted by each investment company, fund, trust or client
advised, managed and/or sponsored by USIG; it is in addition to, not in
replacement of, those obligations imposed by those Codes of Ethics.
B. POLICY GOVERNING INSIDER TRADING
USIG FORBIDS ANY OFFICER, DIRECTOR OR EMPLOYEE FROM CONDUCTING TRADES,
EITHER PERSONALLY OR ON BEHALF OF OTHERS (SUCH AS INVESTMENT COMPANIES AND
PRIVATE ACCOUNTS MANAGED BY INVESCO), BASED ON MATERIAL NONPUBLIC INFORMATION OR
COMMUNICATING MATERIAL NONPUBLIC INFORMATION TO OTHERS IN VIOLATION OF THE LAW.
This Policy Statement applies to every officer, director and employee and
extends to activities within and outside their duties at INVESCO. Every officer,
director and employee must read and retain a copy of this Policy Statement. Any
questions regarding this Policy Statement should be referred to the USIG
Legal/Compliance Department.
THE TERM "INSIDER TRADING" IS NOT SPECIFICALLY DEFINED IN THE FEDERAL
SECURITIES LAWS, BUT GENERALLY IS USED TO REFER TO THE AFOREMENTIONED USE OF
MATERIAL NONPUBLIC INFORMATION TO TRADE IN SECURITIES (WHETHER OR NOT ONE IS AN
"INSIDER") OR TO THE COMMUNICATION OF MATERIAL NONPUBLIC INFORMATION TO OTHERS.
C. INSIDER TRADING LAW
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While the law concerning insider trading is not static, it is generally
understood that the law prohibits:
1. trading by an insider, while in possession of material
nonpublic information; or
2. trading by a non-insider, while in possession of material
nonpublic information, where the information either was
disclosed to the non-insider in violation of an insider's duty
to keep it confidential or was misappropriated; or
3. communicating material nonpublic information to others.
The elements of insider trading and the penalties for such unlawful
conduct are discussed below. Any questions or concerns should be addressed to
the USIG Legal/Compliance Department.
INSIDER. The concept of "insider" is broad and can include officers,
directors and employees of a company. In addition, an "outsider" can become a
"temporary insider" if he or she enters into a special confidential relationship
in the conduct of a company's affairs and as a result is given access to
information solely for the company's purposes. A temporary insider can include,
among others, a company's attorneys, accountants, consultants, and bank lending
officers. In addition, a USIG member or an employee, officer or director of such
a member may become a temporary insider of a company that any member of USIG
advises or for which it performs other services. According to the Supreme Court,
the temporary insider must be aware of his or her status as an insider, and thus
understand that he or she is handling material nonpublic information, to be
truly considered an insider.
MATERIAL INFORMATION. Trading based on inside information is not a
basis for liability unless the information is material. "MATERIAL INFORMATION"
CAN BE ANY INFORMATION FOR WHICH THERE IS A SUBSTANTIAL LIKELIHOOD THAT A
REASONABLE INVESTOR WOULD CONSIDER IT IMPORTANT IN MAKING HIS OR HER INVESTMENT
DECISION, OR INFORMATION THAT IS REASONABLY CERTAIN TO HAVE A SUBSTANTIAL EFFECT
ON THE PRICE OF A COMPANY'S SECURITIES. Information that officers, directors and
employees should consider material can include, but is not limited to, any
legal, economic or structural change (or impending change) which could
potentially alter the value of a company or its affiliates, or any data which
may be reflective of a company's future performance. Common examples of
information that may be regarded as material are:
1. projection by the company's officers of future earnings or
losses different from market expectations
2. pending or proposed merger, acquisition or tender offer
3. significant sale of assets or the disposition of a subsidiary
4. changes in dividend policies or the declaration of a stock
split
5. the offering of additional securities
6. significant changes in senior management
7. the gain or loss of a substantial client or supplier
8. impending bankruptcy or financial liquidity problems
9. impending litigation matters
Material information does not necessarily have to relate directly to a
company's business. For example, in CARPENTER V. U.S., 108 U.S. 316 (1987), the
Supreme Court considered as material certain information about the contents of a
forthcoming newspaper column that was expected to affect the market price of a
security. In that case, a WALL STREET JOURNAL reporter was found criminally
liable for disclosing to others the dates that reports on various companies
would appear in the Journal and whether or not those reports would be favorable.
Likewise, a decision at an investment meeting or a decision by a member of USIG
to purchase or sell that security for one or more accounts may be considered
material information.
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NONPUBLIC INFORMATION. INFORMATION IS NONPUBLIC UNTIL IT HAS BEEN
EFFECTIVELY COMMUNICATED TO THE MARKET PLACE, AND IS PROVABLY AVAILABLE TO THE
GENERAL PUBLIC. For example, information found in a report filed with the SEC,
or appearing in Dow Jones, Reuters Economic Services, THE WALL STREET JOURNAL or
other publications of general circulation would be considered public. Once a
public release has occurred, information will normally be regarded as absorbed
and evaluated within two or three business days thereafter.
PENALTIES. Penalties for trading based on or communicating material
nonpublic information are severe, both for individuals involved in such unlawful
conduct and their employers. A person can be subject to some or all of the
penalties below, even if he or she does not personally benefit from the
violation. Penalties include:
1. civil injunctions
2. treble damages
3. prison sentences
4. fines for the person who committed the violation of up to
three times the profit gained or loss avoided, whether or not
the person actually benefited; and
5. fines for the employer or other controlling person of up to
the greater of $1,000,000 or three times the amount of the
profit gained or loss avoided.
In addition, any violation of this Policy Statement can be expected to
result in serious sanctions by USIG, including dismissal of the persons
involved.
PART 2. PROCEDURES TO IMPLEMENT USIG'S POLICY AGAINST INSIDER TRADING
AND TO GOVERN PERSONAL SECURITIES TRADING
The following procedures have been established to aid the officers,
directors and employees of USIG in avoiding insider trading and to aid USIG in
preventing, detecting and imposing sanctions against insider trading. Every
officer, director and employee of USIG must follow these procedures or risk
serious sanctions, including dismissal, substantial personal liability and
criminal penalties. Any questions in reference to these procedures should be
directed to the USIG Legal/Compliance Department.
A. IDENTIFYING INSIDER INFORMATION
Before trading for oneself or others, including the investment companies
or private accounts managed by INVESCO, in the securities of a company about
which one may have potential insider information, an employee should consider
the following questions:
1. Is the information material? Is this information that could be
considered important in making investment decisions? Is this
information that would substantially affect the market price
of the securities if generally disclosed?
2. Is the information public? To whom has this information been
provided? Has the information been published in Reuters, THE
WALL STREET JOURNAL, or other publications of general
circulation?
If, after consideration of the above, it is believed that the
information is material and nonpublic, or if there are questions as to whether
the information is material and nonpublic, the following steps should be taken:
1. Report the matter immediately to the USIG Legal/Compliance
Department.
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2. Do not purchase or sell the securities on behalf of yourself
or others, including investment companies or private accounts
managed by INVESCO.
3. Do not communicate the information inside or outside INVESCO,
other than to the USIG Legal/Compliance Department.
After the USIG Legal/Compliance Department has reviewed the issue, the
employee in question either will be instructed to continue to follow the
prohibitions against trading and communication or will be allowed to trade and
communicate the information.
B. EMPLOYEE PROCEDURES FOR PERSONAL SECURITIES TRADING
All USIG employees, officers and directors (including members of their
respective households) are subject to the following rules and procedures for
personal securities trading.
1. CORE PRINCIPLES.
a. Employees, officers, directors and others associated
with USIG have a fiduciary duty to serve the best
interests of clients and not to engage in conduct
that is in conflict with those interests. Clients'
interests must always come ahead of personal
interests. Conflicts of interest, and even the
appearance conflicts of interest, are to be avoided.
b. Employees are permitted and encouraged to acquire
AMVESCAP PLC shares and ADRs through authorized
purchase plans and otherwise in a manner consistent
with applicable law, with these rules and procedures
and with Section III.B. of this Compliance Manual.
c. Employees are permitted and encouraged to invest in
mutual funds and other collective investment vehicles
sponsored by subsidiaries of AMVESCAP, as well as in
other securities, if they observe applicable laws and
regulations and both the letter and spirit of these
rules and procedures.
d. While personal securities trading is allowed,
excessive activity in personal trades is discouraged
and may be subject to restrictions. Employees are
expected to devote their time and attention at work
to client business and not to personal trading,
except incidentally.
e. No set of rules can possibly anticipate all the
potential trading conflicts of interest that may
arise. All situations that are subject to
interpretation must be decided in favor of the
protection of the best interests of the clients.
Final discretion in the application of these rules
and procedures and in the determination of
appropriate sanctions rests with the USIG
Legal/Compliance Department.
2. SCOPE OF APPLICATION
a. COVERED PERSONS - These rules and procedures govern
the personal securities trading of all USIG
employees, officers and directors, their spouses and
members of their immediate families who share the
same household. These persons are referred to as
"Covered Persons".
b. COVERED ACCOUNTS - These rules and procedures apply
to all securities and transactions in securities in
which any Covered Person has beneficial ownership.
Beneficial ownership includes having any direct or
indirect financial interest in
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any account - including an account with a financial
institution or an employee benefit account -
regardless of the name in which the account is held.
Beneficial ownership also includes having any
discretionary control over the purchase or sale of
securities in any such account. These accounts are
referred to as "Covered Accounts".
- INVESTMENT CLUBS - Investment club accounts
are generally not treated as Covered
Accounts, except that they are subject to
the reporting requirements of these rules
under Section 3 below. A Covered Person may
participate in an investment club only if
that participation is approved in advance by
the Legal/Compliance Department. Requests
for approval must be submitted on the
attached Investment Club Pre-Approval Form.
Approval will be given only if the Covered
Person can demonstrate that no potential
conflict of interest will arise if approval
is granted. An exemption to the
pre-clearance requirement will not be
granted if the Covered Person has sole
control over the club's investment decisions
or if Covered Persons make up 50% or more of
the members of the club. If the Covered
Person can demonstrate that he or she does
not control but only contributes to
investment decision-making, then
participation in the club will be approved
and a waiver to the pre-clearance
requirement will be granted. The
Legal/Compliance Department will
periodically review investment club trading
for abuses and conflicts and reserves the
right to cancel approval of participation in
the club or to subject the club's trades to
pre-clearance and other requirements.
Investment club accounts may not be used to
evade or undermine these rules and
procedures.
c. COVERED INVESTMENTS - These rules and procedures
apply to all personal securities investments of
Covered Persons, including investments in any options
on securities. The term "securities" is broadly
defined to include essentially all types of equity
and debt investments, EXCEPT that these rules and
procedures do not apply to investments in: U.S.
government bonds, bankers' acceptances, bank
certificates of deposit, commercial paper,
high-quality short-term debt instruments, unit
investment trusts or variable or fixed annuities
(where no investment discretion is involved) or
shares of registered open-end investment companies
(mutual funds), whether or not the mutual funds are
affiliated with AMVESCAP. The investments covered by
these rules and procedures are referred to as
"Covered Investments".
- EXCHANGE-TRADED INDEX PRODUCTS -
Exchange-traded index products such as
"Spiders" and "Webs" are generally
structured as unit investment trusts. They
may, however, be actively traded. They also
are actively used in certain investment
strategies for USIG client accounts, and
some of them have relatively low net
capitalization. Accordingly, they are
subject to all of the requirements of these
rules and procedures.
- FUTURES - Although futures are not
"securities", certain futures instruments
are used in certain investment strategies
for USIG client accounts. Accordingly, they
are subject to the reporting requirements of
these rules under Section 3 below. The
Legal/Compliance Department will
periodically review any futures trading for
abuses and conflicts and reserves the right
to subject such trades to pre-clearance and
other requirements.
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3. REPORTING REQUIREMENTS
a. UPON HIRING - Within ten (10) calendar days of the
start of employment, each Covered Person must provide
to the Legal/Compliance Department a list of all
Covered Accounts and all Covered Investments held at
the time of their hiring.
b. ANNUALLY - Each year all Covered Persons must provide
updated lists of their Covered Accounts and Covered
Investments held at the close of the calendar year.
These lists must be provided by January 30th of the
next calendar year. In addition, all Covered Persons
will be required to sign a certificate of compliance
each year, verifying that they have provided all
required information to the Legal/Compliance
Department and that they have complied with these
rules and procedures.
c. FOR EACH TRADE - All Covered Persons must request
that all broker-dealers with which they have accounts
send duplicate confirmations and statements on their
securities transactions to the Legal/Compliance
Department. Unless a specific exception is granted,
photocopies of confirmations and statements provided
by Covered Persons will not be acceptable. Upon the
employee's request, the Legal/Compliance Department
may send a standard letter to the broker-dealer in
question, making a request on the employee's behalf.
It remains the employee's responsibility, however, to
ensure that the duplicate statements and
confirmations are provided. Duplicate confirmations
of transactions must be received by the
Legal/Compliance Department within ten (10) calendar
days of settlement of any transaction.
- PRIVATE TRANSACTIONS - When no broker-dealer
is involved in a transaction, the employee
shall provide other evidence of the purchase
or sale that is satisfactory to the
Legal/Compliance Department. The
documentation must explain the circumstances
surrounding the transaction, including the
manner in which it was executed, the title
of each security involved, the quantity of
each security purchased or sold, the date of
the transaction and the price at which the
transaction was executed.
4. PRE-CLEARANCE REQUIREMENTS
a. NOTE: These pre-clearance requirements DO APPLY to
trades done under the "de minimis" exemption
discussed below.
b. A Covered Person may not engage in a personal
securities transaction unless it has been pre-cleared
by the Legal/Compliance Department. Requests for pre-
clearance must be submitted on the attached
pre-clearance form ("Request for Permission to Engage
in Personal Securities Transaction"). This form may
be obtained from the Legal/Compliance Department and
also is available on the shared portion of the e-mail
system. USIG personnel in New York should submit
their forms to the appropriate Legal/Compliance
personnel in New York. All other USIG personnel
should submit their forms to the appropriate
Legal/Compliance personnel in Atlanta.
c. Transactions must not be executed until pre-clearance
has been given by the Legal/Compliance Department in
writing.
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d. Pre-clearance approval is effective until the close
of trading on the trading day following the date of
pre-clearance. The date of pre-clearance approval is
indicated by the time stamp of the Legal/Compliance
Department on the pre- clearance form, or by the date
of the e-mail of approval sent by the
Legal/Compliance Department to the Covered Person.
e. In determining whether pre-clearance for any
transaction should be granted, the Legal/Compliance
Department will review the transaction for compliance
with these rules and procedures, as well as for any
other indications of any conflict of interest or
violation of law or policy.
f. Special treatment of AMVESCAP options and certain
INVESCO Private Capital products:
- AMVESCAP OPTIONS - The exercise of AMVESCAP
options must be pre-cleared through the
Corporate Secretary's office. Accordingly,
the exercise of options - along with the
simultaneous sales of shares, if applicable
- is not subject to pre-clearance under
these rules and procedures. Note: Direct
purchases and sales of AMVESCAP shares and
ADRs ARE subject to pre-clearance under
these rules and procedures.
- CERTAIN INVESCO PRIVATE CAPITAL PRODUCTS -
Certain INVESCO Private Capital products are
specifically structured for purchase by
employees. Pre-clearance for these products
is handled as part of the structuring of the
transaction. Accordingly, purchases of such
special products are not subject to pre-
clearance under these rules and procedures.
Note: This special treatment only applies to
certain Private Capital products. You are
responsible for verifying whether or not
pre-clearance under these rules and
procedures is required.
5. RESTRICTED ACTIVITIES
a. INSIDER TRADING - All personal investment activity of
Covered Persons must comply with the rules and
procedures discussed above regarding insider trading.
No Covered Person may engage in a personal investment
while in possession of material non-public
information about the investment or the issuer of the
investment. Nor may a Covered Person communicate such
information to others in violation of law or
otherwise engage in activities that would violate
these rules.
b. USIG RESTRICTED LIST - Covered Persons may not
purchase or sell any security that is on the USIG
Restricted List.
c. BLACKOUT PERIOD - Covered Persons may not purchase or
sell a security during a period from seven (7)
calendar days before through seven (7) calendar days
after the date on which any portfolio managed by USIG
purchases or sells the same security. When a Covered
Person submits a pre-clearance request, the
Legal/Compliance Department will review records for
trades in the same security. If there has been a
transaction within the prior seven (7) calendar days,
the request will be denied. In addition, the Covered
Person is required to verify on the pre-clearance
form that he or she has no knowledge of any intent on
the part of anyone at USIG to engage in a transaction
in the security for a client portfolio. The
Legal/Compliance Department will monitor trading
activity for seven (7) calendar days following the
pre-clearance approval date, and if there is a
portfolio transaction in the same security during
that time then the Covered
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Person may be required to reverse the trade and
forfeit any resulting gains. The Covered Person will
be required to submit a written explanation of the
transaction, and the Legal/Compliance Department will
follow up as appropriate, based upon the surrounding
circumstances.
d. SHORT-SWING TRADING - Covered Persons also are
prohibited from profiting from any "opposite
transaction" in the same or equivalent security
within sixty (60) calendar days of a purchase or
sale. For purposes of this rule, a last-in, first-out
("LIFO") rule will be applied, matching any
transaction with any opposite transaction within 60
days. The Legal/Compliance Department may grant rare
exceptions to this restriction. All such exceptions,
however, must be approved in advance by the
Legal/Compliance Department. In addition, the
purchase and/or sale of option contracts may not be
used to circumvent this restriction.
e. PRIVATE PLACEMENTS - Covered Persons may purchase
privately placed securities, subject to advance
review and approval by the Legal/Compliance
Department. Requests for approval must be submitted
on the attached Private Placement Pre- Approval Form.
Approval will be granted only if the Covered Person
can demonstrate that no current or potential conflict
of interest will arise if she or he is permitted to
purchase the security in question. The "de minimis"
exemption discussed below does not apply to purchases
of privately placed securities. Employees who own
privately placed securities, whether held at the
start of employment or acquired during their
employment, may at any time be required to halt any
and all transactions involving those securities or
even divest the securities if potential conflicts of
interest should arise.
f. IPOs - Covered Persons are prohibited from purchasing
securities in initial public offerings. In the event
that a Covered Person holds securities in a company
that has announced that it will engage in an IPO, he
or she must bring the information about the impending
IPO to the attention of the Legal/Compliance
Department.
g. SHORT SALES - Covered Persons are prohibited from
engaging in short sales of securities. Short sales
"against the box" are not prohibited, but are subject
to all of the requirements of these rules and
procedures.
6. THE "DE MINIMIS" EXEMPTION
a. The "de minimis" exemption may apply to limit the
application of the blackout period discussed above.
NOTE: Trades covered by the "de minimis" exemption
still must be pre-cleared by the Legal/Compliance
Department and are subject to all other requirements
of these rules and procedures.
b. The "de minimis" exemption may apply only if the
following requirements are met:
- The transaction must be for the purchase or
sale of 2,000 shares or fewer. In the case
of options, the transaction must be for 20
or fewer contracts.
- The issuer of the securities must have a
market capitalization of at least $1
billion. In the case of options, the
underlying security must have a market
capitalization of at least $1 billion. The
Covered Person must provide written
documentation evidencing the market
capitalization when submitting the pre-
clearance form.
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- Permission may be granted to a Covered
Person under the "de minimis" exemption for
any particular security only once every
thirty (30) days.
- The transaction must be free from any actual
and/or apparent conflicts of interest. In
particular, the "de minimis" exemption is
not available to a Covered Person when a
client portfolio for which the Covered
Person is involved in investment decisions
is purchasing or selling the same security
within the blackout period.
- The permission granted under the "de
minimis" exemption is valid for ten (10)
calendar days from the date of pre-clearance
approval. The date of pre- clearance
approval is indicated by the time stamp of
the Legal/Compliance Department on the
pre-clearance form, or by the date of the
e-mail of approval sent by the
Legal/Compliance Department to the Covered
Person.
7. EXEMPTION FOR "NON-DISCRETIONARY ACCOUNTS".
a. Exemptions to certain aspects of these rules and
procedures may apply to certain accounts which
ordinarily would be Covered Accounts but over which a
Covered Person has no direct or indirect influence or
control. These accounts are referred to as
"Non-Discretionary Accounts".
b. The treatment of any account as a Non-Discretionary
Account must be approved in advance by the
Legal/Compliance Department. The approval must be in
writing. In order to be approved, the account must
meet the following requirements:
- The investment decisions for the account
must be made by an independent fiduciary who
is authorized by a written agreement to make
all investment decisions and who does not
discuss any such investment decisions with
the Covered Person. The Covered Person must
provide a copy of the written agreement to
the Legal/Compliance Department.
- The Covered Person must certify in writing
that he or she has not discussed and will
not discuss any investment decisions with
the independent fiduciary, either directly
or indirectly.
c. Non-Discretionary Accounts ordinarily are not treated
as Covered Accounts, except that they are subject to
the reporting requirements of these rules under
Section 3 above. The Legal/Compliance Department will
periodically review transactions in Non-Discretionary
Accounts for abuses and conflicts and reserves the
right to cancel approval of any Non-Discretionary
Account or to subject trading in the account to
pre-clearance and other requirements. Non-
Discretionary Accounts may not be used to evade or
undermine these rules and procedures.
d. Transactions involving AMVESCAP stock or options are
not covered by this exemption.
8. EXEMPTION FOR DIVIDEND REINVESTMENT PLANS AND OTHER REGULAR
PERIODIC INVESTMENTS.
a. Exemptions to certain aspects of these rules and
procedures also may be granted for dividend
reinvestment plans (DRIPs), direct stock purchase
plans (DSPs) and other plans for regular, periodic
investments that do not involve, on a trade-by-
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trade basis, the exercise of discretion over the
selection of securities or timing of the investments.
b. Requests for approval of such exemptions may be
submitted to the Legal/Compliance Department, which
will consider them on a case-by-case basis.
9. SANCTIONS AND ENFORCEMENT.
a. In addition to any other sanctions that may be
applied for violation of this USIG Compliance Manual,
sanctions for violations of these rules and
procedures may include written warnings, written
reprimands, fines, the disgorgement of profits, the
cancellation of transactions, the suspension or
cancellation of personal trading privileges and the
suspension or termination of employment.
b. As noted above, no set of rules can possibly
anticipate all the potential trading conflicts of
interest that may arise. All situations subject to
interpretation must be decided in favor of the
protection of the best interests of the clients.
Final discretion in the application of these rules
and procedures and in the determination of
appropriate sanctions rests with the Legal/Compliance
Department.
C. RESTRICTING ACCESS TO MATERIAL NONPUBLIC INFORMATION
Information in an employee's possession that can be considered material
and nonpublic may not be communicated to anyone, including persons within
INVESCO, except as provided for above. In addition, care should be taken so that
such information is secure. For example, files containing material nonpublic
information should be sealed, and access to computer files containing material
nonpublic information should be restricted (see Section III.D. Need-to-Know
Policy).
D. RESOLVING ISSUES CONCERNING INSIDER TRADING
If, after consideration of the items set forth above, doubt remains as
to whether information is material or nonpublic, or if there is any unresolved
question as to the applicability or interpretation of the foregoing procedures,
or as to the propriety of any action, it must be discussed with the USIG
Legal/Compliance Department before trading or communicating the information to
anyone.
PART 3. SUPERVISORY PROCEDURES
A. REDUCTION OF INSIDER TRADING
To reduce insider trading, the USIG Legal/Compliance Department will:
1. provide educational programs to familiarize officers,
directors and employees with this Policy Statement;
2. answer questions regarding this Policy Statement;
3. resolve issues of whether information received by an officer,
director or employee of USIG is material and nonpublic;
4. review on a regular basis and update as necessary this Policy
Statement;
5. when it has been determined that an officer, director or
employee of USIG has material nonpublic information:
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a. implement such measures to prevent dissemination of
such information; and
b. if necessary, restrict officers, directors and
employees from trading the securities in question.
B. DETECTION OF INSIDER TRADING
To detect potential insider trading, the USIG Legal/Compliance
Department will:
1. review trading activity documentation (including all Request
for Permission to Engage in Personal Securities Transaction
forms and broker-dealer confirmations and statements) for each
officer, director and employee pursuant to the applicable
policies; and
2. coordinate the review of such reports with other appropriate
officers, directors or employees of the USIG business units.
C. SPECIAL REPORTS TO MANAGEMENT
Promptly, upon learning of a potential violation of this Policy
Statement, the USIG Legal/Compliance Department will prepare a written report to
USIG management providing full details and recommendations for further action.
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REQUEST FOR PERMISSION TO ENGAGE IN PERSONAL SECURITIES TRANSACTION
I hereby request permission to [ ] BUY [ ]SELL (check one) the specified
security in the company indicated below for my own account or other account in
which I have a beneficial interest or legal title:
----------------------- --------------------------------------------------
DATE NAME OF INVESCO UNIT
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
# of shares Name of Security Symbol Broker
<S> <C> <C> <C>
-------------------------- ------------------------------------ -------------------- -----------------------
------------------------------------------------------------------------------------------------------------
</TABLE>
I believe that the above listed transaction is not prohibited by the Code of
Ethics or the INVESCO Statement of Policy and Procedures Designed to Detect and
Prevent Insider Trading and to Govern Personal Securities Trading (found in the
INVESCO U.S. Institutional Group Compliance Manual) to which I am subject.
TO THE BEST OF MY KNOWLEDGE,
(i) THIS TRANSACTION IS NOT POTENTIALLY HARMFUL TO ANY "ACCOUNTS OR
PORTFOLIOS"(*) DISTRIBUTED, MANAGED AND/OR SERVICED BY ANY OF THE INVESCO NORTH
AMERICAN GROUP MEMBERS NAMED BELOW, GIVEN THE SIZE OF THE TRANSACTION COMPARED
TO THE EXISTING MARKET FOR SUCH SECURITIES;
(ii) NONE OF THE "ACCOUNTS OR PORTFOLIOS"(*) DISTRIBUTED, MANAGED AND/OR
SERVICED BY ANY INVESCO GROUP MEMBER NAMED BELOW HAS PURCHASED OR SOLD THE
SECURITY LISTED ABOVE DURING THE LAST SEVEN DAYS;
(iii) THE REQUESTED TRANSACTION WILL NOT RESULT IN A MISUSE OF INSIDE
INFORMATION OR IN ANY CONFLICT OF INTEREST OR IMPROPRIETY WITH REGARD TO ANY
ACCOUNTS OR PORTFOLIOS(*) DISTRIBUTED, MANAGED AND/OR SERVICED BY ANY INVESCO
GROUP MEMBER NAMED BELOW; AND
(iv) THE SECURITY INDICATED ABOVE IS NOT BEING CONSIDERED FOR PURCHASE OR SALE
BY ANY ACCOUNTS OR PORTFOLIOS(*) DISTRIBUTED, MANAGED AND/OR SERVICED BY ANY
INVESCO GROUP MEMBER NAMED BELOW.
Additionally: (Please check any or all that apply)
[ ] The security indicated above is thinly traded as evidenced by the
following daily trading volume for such security over the last week ______.
[ ] The security indicated above will be [ ] acquired [ ] sold (check one) in
a private placement or is not of an issuer publicly traded or registered
with the SEC.
[ ] The proposed purchase of the above listed security, together with my
current holdings, will result in my having a beneficial interest in more
than 5% of the outstanding voting securities of the company. If this item
is checked, state the beneficial interest you will have in the company's
voting securities after this purchase. ______________
[ ] I wish to effect the above transaction which complies with the de minimis
exemption since the transaction involves 2,000 shares or less and the
issuer has a market capitalization of at least $1 billion (evidence
attached). I also hereby certify that I have not received permission for
this de minimis exemption in the last 30 days with regard to the security
indicated above.
I SHALL DIRECT MY BROKERAGE FIRM TO PROVIDE A COPY OF A CONFIRMATION OF THE
REQUESTED TRANSACTION(S) TO THE LEGAL/COMPLIANCE DEPARTMENT WITHIN 10 DAYS OF
THE TRANSACTION.
--------------------------- --------------------------- -------------------
SIGNATURE PRINT NAME TELEPHONE NUMBER
PERMISSION IS EFFECTIVE ONLY ON THE DATE SHOWN BY THE TIME STAMP
(*)"ACCOUNTS OR PORTFOLIOS" ARE DEFINED AS ANY AND ALL INVESTMENT COMPANIES,
PRIVATE ACCOUNTS AND ALL OTHER CLIENTS OF THE FOLLOWING INVESCO NORTH AMERICAN
GROUP MEMBERS: INVESCO FUNDS GROUP, INC., INVESCO TRUST COMPANY, INC., INVESCO
RETIREMENT PLAN SERVICES, INVESCO GLOBAL ASSET MANAGEMENT (N.A.) INC., INVESCO
GLOBAL ASSET MANAGEMENT, LIMITED (BERMUDA), INVESCO PRIVATE CAPITAL, INC.,
INVESCO SENIOR SECURED MANAGEMENT, INC., INVESCO, INC. AND ANY OF ITS DIVISIONS
(I.E., INVESCO CAPITAL MANAGEMENT, INVESCO REALTY ADVISORS, INVESCO NORTHEAST
DIVISION, INVESCO (NY), INVESCO FIXED INCOME/STABLE VALUE DIVISION).
CONFIRMATION: NO TRANSACTION WITH RESPECT TO THE SECURITY INDICATED ABOVE IS
KNOWN TO BE PENDING OR IN PROGRESS FOR ANY PORTFOLIO UNDER MANAGEMENT.
<TABLE>
<CAPTION>
LEGAL/COMPLIANCE DEPARTMENT TIME STAMP - ATLANTA TRADING DEPARTMENT CONTACT PERSONS
------------------------------------------------ ----------------------------------
<S> <C>
--------------------------------------------
Contact Person - Boston
--------------------------------------------
Contact Person - Denver
--------------------------------------------
Contact Person - New York or Atlanta
USIG LEGAL/COMPLIANCE REVIEW
----------------------------
--------------------------------------------
LEGAL/COMPLIANCE: (FAX) 404-479-2900 Signature - USIG Legal/Compliance
------------------------------------
</TABLE>
09/19/00 III - 12
<PAGE> 13
[LOGO]
INVESCO U.S. Institutional Group
LEGAL/COMPLIANCE
--------------------------------------------------------------------------------
INVESTMENT CLUB PRE-APPROVAL FORM
Date:
----------------------
PERSONAL INFORMATION
Name:
-------------------------------
Unit Employed by:
-------------------
Department:
-------------------------
INVESTMENT CLUB(S) INFORMATION
Name of Investment Club(s):
-----------------------------------------------------
Principals of Investment Club(s):
-----------------------------------------------
Person who did the trade: Self Spouse Other (explain)
----- ---- ----- -------------
Positions held:
-----------------------------------------------------------------
Are you on the Board of Directors?
----------------------------------------------
Are you on an investment decision-making committee?
-----------------------------
Are you involved in making security transactions recommendations?
---------------
Are you involved in subsidizing the Fund?
---------------------------------------
(*) I am fully aware I must continue to abide by INVESCO U.S. Institutional
Group Compliance and Insider Trading Regulations.
I will direct _________ Club to send confirmations to the Legal/Compliance
Department.
Signature Date
----------------------------------------- -----------------------
DEPARTMENTAL USE
Date Received:
-------------------
cc: Director of Compliance
09/19/00 III - 13
<PAGE> 14
[LOGO]
INVESCO U.S. Institutional Group
LEGAL/COMPLIANCE
--------------------------------------------------------------------------------
PRIVATE PLACEMENT PRE-APPROVAL FORM
Date:
---------------------
PERSONAL INFORMATION
Name:
---------------------------------
Business Unit:
-------------------------
Department:
----------------------------
PRIVATE PLACEMENT INFORMATION
Date of Investment: Initial Investment:
----------------- ------------------------
Additional Investment(s):
-------------------------------------------------------
Private Placement (Company) Name:
-----------------------------------------------
Type of Company: Industry:
---------------------- -------------------------------
Percentage Owned: Relationship to Company:
--------------- -----------------------
Is there any known relationship between the Company and any AMVESCAP business
unit?
---------------------------------------------------------------------------
If so, please describe the relationship.
----------------------------------------
Are/will you be a member of the Board of Directors? If so, position held:
-------
Senior Officers of Company:
-----------------------------------------------------
How did you learn of the opportunity?
------------------------------------------
Additional Information:
---------------------------------------------------------
--------------------------------------------------------------------------------
(*) I am fully aware I must continue to abide by INVESCO USIG Compliance and
Insider Trading Regulations. To my knowledge, I will not be violating any
federal/state/firm rules or regulations and if circumstances change I will
notify the Legal/Compliance Department.
(*) I will notify INVESCO as I learn of the company going public or of any
imminent public offering by the company.
Signature Date
--------------------------------------- ------------------------
DEPARTMENTAL USE
Date Received:
-----------------------
cc: Director of Compliance, General Counsel
09/19/00 III - 14
<PAGE> 15
III. INSIDER TRADING POLICIES AND PERSONAL SECURITIES TRADING
--------------------------------------------------------
B. INSIDER TRADING GUIDELINES AND POLICIES FOR BUYING AND SELLING AMVESCAP
PLC SHARES AND ADRS
AMVESCAP PLC shares are traded on the London Stock Exchange and are
available as American Depository Receipts ("ADRs") (Cusip No. 46127D102) (Stock
Symbol "AVZ") on the New York Stock Exchange. One ADR is the equivalent of five
(5) AMVESCAP PLC shares. As representatives of a publicly traded company,
employees are subject to certain restrictions on their ability to buy or sell
AMVESCAP PLC shares and ADRs. In short, federal securities law prohibits the
purchase or sale of a security at a time when the person trading that security
possesses material nonpublic information of the company in question.
It is INVESCO's policy to comply with all U.S. federal and state
securities laws as well as those to which we are subject in the United Kingdom
and in other jurisdictions. As a result, all employees must be aware of the
following:
1. Officers, directors and employees shall not buy or sell
AMVESCAP PLC shares or ADRs when in possession of material
nonpublic information, regardless of how that information was
obtained.
2. In order to conform with AMVESCAP PLC guidelines, no officer,
director or employee of USIG shall buy or sell AMVESCAP PLC
shares or ADRs within the 60 days prior to the announcement of
yearly and half yearly results and within the 30 days prior to
quarterly results. Once the information is freely disseminated
in the market, the closed period will be lifted. Furthermore,
the Board of Directors of AMVESCAP PLC has the right, at its
own discretion, to enforce additional blackout periods
whenever it deems necessary. Those additional blackout periods
are subject to the same trading restrictions as the quarterly
earnings blackout period. As with all such periods, the USIG
Legal/Compliance Department will notify all employees in
writing or via email of all effective blackout dates.
3. Material nonpublic information concerning INVESCO activities
must not be passed along to others, inside or outside of
INVESCO, except as needed in the ordinary course of employment
with the company. In particular, material nonpublic
information shall not be disclosed to third parties where
improper trading can be anticipated.
4. As indicated, the securities laws prohibiting illegal insider
trading apply to any company, not just INVESCO. As
representatives of INVESCO, we may have an opportunity to
become aware of material nonpublic information regarding a
publicly traded company with which INVESCO has a relationship
such as a supplier or customer. INVESCO representatives must
refrain from buying securities of any such company so long as
the representatives are in possession of any material
nonpublic information.
SAFEST TIME TO TRADE. As a general guideline, and assuming that one
does not otherwise possess any material nonpublic information, the safest time
to conduct a trade is between three to ten days after the issuance of a widely
disseminated press release stating AMVESCAP's earnings or otherwise announcing
material and previously nonpublic information about AMVESCAP. In addition,
senior management may, from time to time, impose further restrictions on
trading, including completely prohibiting trades during specified periods of
time. NOTE THAT USIG EMPLOYEES MUST PRE-CLEAR ALL AMVESCAP STOCKS OR OPTIONS
TRANSACTIONS, EVEN IN THOSE CASES INVOLVING NON-DISCRETIONARY ACCOUNTS.
PENALTIES. As discussed earlier in this section, the penalties for
engaging in illegal insider trading are very severe. Among other things, the SEC
can impose damages as large as three times the profit made or loss avoided by
the individual. Individuals may also face criminal fines as large as $1,000,000
and prison
09/19/00 III - 15
<PAGE> 16
terms of up to ten years. In addition, AMVESCAP and individuals with the power
to influence or control, directly or indirectly, the activities of the trading
person may face damages of up to $1,000,000.
OTHER INVESCO POLICIES. EVERYONE SHOULD BE AWARE THAT THE INSIDER TRADING
GUIDELINES AND POLICIES IN PART "B" OF THIS SECTION RELATE ONLY TO THE PURCHASE
AND SALE OF AMVESCAP SHARES OR ADRS. ALL OTHER INVESCO POLICIES AND GUIDELINES,
INCLUDING THE CODE OF ETHICS AND PROFESSIONAL STANDARDS WITH RESPECT TO INSIDER
TRADING AND SECURITIES TRADING IN GENERAL (SUCH AS THOSE CONTAINED IN PART "A"
OF THIS SECTION) CONTINUE IN FULL FORCE AND EFFECT. THIS MEMORANDUM IS IN
ADDITION TO SUCH OTHER POLICIES AND SHOULD BE READ IN CONJUNCTION WITH THEM.
The laws dealing with insider trading are complex; any and all questions
or concerns should be addressed to the USIG Legal/Compliance Department.
09/19/00 III - 16
<PAGE> 17
III. INSIDER TRADING POLICIES AND PERSONAL SECURITIES TRADING
--------------------------------------------------------
C. TRANSACTION REQUIREMENT MATRIX
The following chart contains many of the common investment instruments, though
it is not all-inclusive.
PRECLEARANCE CONFIRMATION
TRANSACTION REQUIRED? REQUIRED?
MUTUAL
INVESCO Mutual Funds (open-ended) No No
AIM Mutual Funds (open-ended) No No
Other Mutual Funds (open-ended) No No
Mutual Fund (closed-end) Yes Yes
Unit Trusts No Yes
Variable & Fixed Annuities No No
EQUITIES
AMVESCAP Yes Yes
Common Stocks Yes Yes
ADRs Yes Yes
DRIPS No Yes
Stock Splits No Yes
Rights and Warrants (exercised) Yes Yes
Preferred Stock Yes Yes
IPOs PROHIBITED PROHIBITED
OPTIONS (Stock) Yes Yes
AMVESCAP (options) Yes Yes
FUTURES
Currency No Yes
Commodity No Yes
S&P No Yes
FIXED INCOME
US Treasury No No
CDs No No
Money Market No No
BONDS
US Government No No
Corporate Yes Yes
Convertibles (converted) Yes Yes
Municipal Yes Yes
PRIVATE PLACEMENTS Yes Yes
LIMITED PARTNERSHIPS Yes Yes
EXCHANGE-TRADED FUNDS Yes Yes
09/19/00 III - 17
<PAGE> 18
III. INSIDER TRADING POLICIES AND PERSONAL SECURITIES TRADING
--------------------------------------------------------
D. NEED-TO-KNOW POLICY (FIRE WALL)
As a professional organization serving the public in the area of asset
management, all members of USIG are guided in their actions by the highest
ethical and professional standards. In this regard, USIG has adopted numerous
policies and procedures designed to prevent even the appearance of impropriety.
These include, without limitation, the Code of Ethics and Statements of Policy
and Procedures Designed to Detect and Prevent Insider Trading and to Govern
Personal Securities Trading, as well as such other policies and procedures as
might have been adopted by each particular USIG member.
As INVESCO diversifies its product offerings beyond traditional asset
management to areas such as administration and record keeping services for
retirement plans, we must be aware that potential conflicts may arise from those
activities as well as from our traditional asset management activities. For
example, as part of its retirement plan administration and record keeping
functions, INVESCO Retirement Plan Services ("IRPS") may receive confidential
information about its clients (e.g., information about imminent employee
lay-offs, etc.) that may be material to a portfolio manager at INVESCO Capital
Management ("ICM") in determining whether to buy or sell the securities held in
the portfolio of IRPS's particular client (e.g., in order to have cash available
for potential distributions). Additionally, while IRPS is receiving material
nonpublic information, other ICM portfolio managers (i.e., managers other than
those directly involved with the affected IRPS client) and other USIG members
may be considering the purchase or sale of the particular client's securities
for their other managed portfolios.
Under the law, and in consideration of our professional
responsibilities, INVESCO must not use material nonpublic information improperly
to benefit itself or its clients. Indeed, USIG personnel should always make
every effort to avoid even the appearance of misusing material nonpublic
information. For these purposes, and as stated earlier in this section,
information is considered material if it would be important to an investor in
making a decision to buy or sell a security. Information normally is considered
nonpublic until it has effectively been circulated to the general public by
means such as a newswire story, press release or filing with the Securities and
Exchange Commission.
In light of the foregoing, USIG employees who have material nonpublic
information must not disclose it to anyone who does not have a "need to know."
This policy of nondisclosure, known as a "Fire Wall," is designed to keep the
information confidential, even within INVESCO itself. Strict adherence to the
Fire Wall is absolutely vital to the functioning of a multi-service firm like
INVESCO. While there may be circumstances in which trading or other activities
must be restricted, reliance on a successfully operating Fire Wall allows USIG
to minimize such restrictions. In doing so, the Fire Wall permits USIG 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 of confidentiality are
maintained. For those on the "uninformed" side of the wall, a corresponding duty
exists. All USIG personnel are prohibited from making any effort to obtain
nonpublic information that may be in the possession of other parts of the firm.
Again, USIG employees who have nonpublic information must not disclose it to
anyone who does not have a need to know.
When the communication of material nonpublic information occurs,
personnel who receive the information are then "brought over the wall" and are
thereafter, with reference to the affected securities, prohibited from effecting
transactions for their own or related account and any account over which they
exercise discretion until that information either is made available to the
general public or ceases to be material. For this reason, extreme care should be
taken to ensure that personnel are not put in a position of knowledge that might
prejudice or inhibit the appropriate performance of their other functions in
their normal area of operation.
09/19/00 III - 18
<PAGE> 19
Any questions or issues regarding this policy should be brought to the
immediate attention of the USIG Legal/Compliance Department or a senior
management officer of USIG.
09/19/00 III - 19
