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EXHIBIT p(2)(c)
AIM FUNDS
CODE OF ETHICS
OF
AIM FUNDS GROUP
WHEREAS, AIM Funds Group (the "Company") is a registered investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and WHEREAS, Rule 17j-1 under the 1940 Act requires the Company to adopt a
Code of Ethics ("the Code"); and
NOW, THEREFORE, the Company hereby adopts the following Code, effective
as of September 23, 2000.
I. DEFINITIONS
For the purpose of the Code the following terms shall have the meanings
set forth below:
A. "ACCESS PERSON" means any director, trustee, or officer of the
Company. This Code shall not be applicable to access persons who
are subject to Code of Ethics adopted by the Company's investment
advisor or principal underwriter. Accordingly, access persons who
are independent directors/trustees, as defined in Section I.H.
below, are covered under this Code.
B. "AFFILIATED PERSONS" or "AFFILIATES" means
1. any employee or access person of the Company, and any member
of the immediate family (defined as spouse, child, mother,
father, brother, sister, in-law or any other relative) of
any such person who lives in the same household as such
person or who is financially dependent upon such person;
2. any account for which any of the persons described in
Section I.B.1. hereof is a custodian, trustee or otherwise
acting in a fiduciary capacity, or with respect to which any
such person either has the authority to make investment
decisions or from time to time give investment advice; and
3. any partnership, corporation, joint venture, trust or other
entity in which any employee of the Company or access person
of the Company directly or indirectly, in the aggregate, has
a 10% or more beneficial interest or for which any such
person is a general partner or an executive officer.
C. "CONTROL" means the power to exercise a controlling influence over
the management or policies of a corporation. Any person who owns
beneficially, either directly or through one or more controlled
corporations, more than 25% of the voting securities of a
corporation shall be presumed to control such corporation.
D. "SECURITY" is defined in the same manner as set forth in Section
2(a)(36) of the 1940 Act.
E. "PURCHASE OR SALE OF A SECURITY" includes the writing of an option
to purchase or sell a security.
F. "SECURITY HELD OR TO BE ACQUIRED" by the Company means any security
that, within the most recent fifteen (15) days:
1. is or has been held by the Company, or
2. is being or has been considered by the Company for purchase by
the Company.
G. "BENEFICIAL OWNERSHIP OF A SECURITY" is defined in the same manner
as set forth in Rule 16a-1(a)(2) promulgated under the Securities
Exchange Act of 1934.
H. "INDEPENDENT DIRECTOR/TRUSTEE" means directors and/or trustees who
are not "interested persons" as defined in Section 2(a)(19) of
the 1940 Act.
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II. COMPLIANCE WITH GOVERNING LAWS, REGULATIONS AND PROCEDURES
A. Each access person shall comply strictly with all applicable
federal and state laws and all rules and regulations of any
governmental agency or self-regulatory organization governing his
or her activities.
B. Each access person shall comply strictly with procedures
established by the Company to ensure compliance with applicable
federal and state laws and regulations of governmental agencies
and self-regulatory organizations.
C. Access persons shall not knowingly participate in, assist, or
condone any acts in violation of any statute or regulation
governing securities matters, nor any act that would violate any
provision of this Code or any rules adopted thereunder.
III. CONFIDENTIALITY OF TRANSACTIONS
A. Information relating to the Company's portfolio and research and
studies activities is confidential until publicly available.
Whenever statistical information or research is supplied to or
requested by the Company, such information must not be disclosed
to any persons other than as duly authorized by the President or
the Board of Directors/Trustees of the Company. If the Company is
considering a particular purchase or sale of a security, this must
not be disclosed except to such duly authorized persons.
IV. ETHICAL STANDARDS
A. Access persons shall conduct themselves in a manner consistent
with the highest ethical standards. They shall avoid any action,
whether for personal profit or otherwise, that results in an
actual or potential conflict of interest, or the appearance of a
conflict of interest, with the Company or which may be otherwise
detrimental to the interests of the Company.
B. Conflicts of interest generally result from a situation in which an
individual has personal interests in a matter that is or may be
competitive with his responsibilities to another person or entity
(such as the Company) or where an individual has or may have
competing obligations or responsibilities to two or more persons or
entities. In the case of the relationship between the Company on
the one hand, and access persons and their respective affiliates on
the other hand, such conflicts may result from the purchase or sale
of securities for the account of the Company and for the personal
account of the individual involved or the account of any affiliate
of such person. Such conflict may also arise from the purchase or
sale for the account of the Company of securities in which an
access person or employee of the Company (or an affiliate of such
person) has an interest. In any such case, potential or actual
conflicts must be disclosed to the Company, and the first
preference and priority must be to avoid such conflicts of interest
wherever possible and, where they unavoidably occur, to resolve
them in a manner not disadvantageous to the Company.
V. ACTIVITIES AND TRANSACTIONS OF ACCESS PERSONS
A. No access person shall recommend to, or cause or attempt to cause,
the Company to acquire, dispose of, or hold any security
(including, any option, warrant or other right or interest
relating to such security) which such access person or an
affiliate of such access person has direct or indirect beneficial
ownership, unless the access person shall first disclose to the
Board of Directors/Trustees all facts reasonably necessary to
identify the nature of the ownership of such access person or his
or her affiliate in such security.
B. No access person or affiliate of such access person shall engage
in a purchase or sale of a security (including, any option,
warrant or other right or interest relating to such security),
other than on behalf of the Company, with respect to any security,
which, to the actual knowledge of such access person at the time
of such purchase or sale, is (i) being considered for purchase or
sale by the Company; or (ii) being purchased or sold by the
Company.
C. The prohibitions of Section V.B. above shall not apply to:
purchases or sales effected in any account over which the access
person has no direct or indirect influence or control; purchases
or sales which are
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non-volitional on the part of either the access person or the
Company; purchases that are part of an automatic dividend
reinvestment plan; purchases effected upon the exercise of rights
issued by an issuer pro rata to all holders of a class of its
securities, to the extent such rights were acquired from such
issuer, and sales of such rights so acquired; and, purchases or
sales which receive the prior approval of the President of the
Company because they are only remotely potentially harmful to the
Company because they would be very unlikely to affect trading in
or the market value of the security, or because they clearly are
not related economically to the securities to be purchased, sold
or held by the Company.
D. If, in compliance with the limitations and procedures set forth in
this Section V, any access person or an affiliate of such person
shall engage in a purchase or sale of a security held or to be
acquired by the Company, first preference and priority must be
given to any transactions that involve the Company, and the
Company must have the benefit of the best price obtainable on
acquisition and the best price obtainable on disposition of such
securities.
E. If, as a result of fiduciary obligations to other persons or
entities, an access person believes that such person or an
affiliate of such person is unable to comply with certain
provisions of the Code, such access person shall so advise the
Board of Directors/Trustees in writing, setting forth with
reasonable specificity the nature of such fiduciary obligations
and the reasons why such access person believes such person is
unable to comply with any such provisions. The Board of
Directors/Trustees may, in its discretion, exempt such access
person or an affiliate of such person from any such provisions, if
the Board of Directors/Trustees shall determine that the services
of such access person are valuable to the Company and the failure
to grant such exemption is likely to cause such access person to
be unable to render services to the Company. Any access person
granted an exemption (including, an exception for an affiliate of
such person) pursuant to this Section V.E. shall, within three
business days after engaging in a purchase or sale of a security
held or to be acquired by a client, furnish the Board of
Directors/Trustees with a written report concerning such
transaction, setting forth the information specified in Section
VI.B. hereof.
VI. REPORTING PROCEDURES
A. Except as provided by Sections VI.C., VI.D., VI.F. hereof, every
access person shall report to the Board of Directors/Trustees and
to the Code of Ethics Officer of A I M Advisors, Inc. ("AIM") the
information described in Section VI.B. hereof with respect to
transactions in any security in which such access person has, or
by reason of such transaction acquires, any direct or indirect
beneficial ownership in the security (whether or not such security
is a security held or to be acquired by a client); provided,
however, that any such report may contain a statement that the
report shall not be construed as an admission by the person making
such report that he has any direct or indirect beneficial
ownership in the security to which the report relates.
B. Every report required to be made pursuant to Section VI.A. hereof
shall be made not later than ten days after the end of the
calendar quarter in which the transaction to which the report
relates was effected and shall contain the following information:
1. The date of the transaction, the title, and the number of
shares or the principal amount of each security involved;
2. The nature of the transaction (i.e., purchase, sale or any
other type of acquisition or disposition);
3. The price at which the transaction was effected; and
4. The name of the broker, dealer or bank with or through whom
the transaction was effected.
C. Notwithstanding the provisions of Section VI.A. and VI.B. hereof,
no person shall be required to make a report with respect to
transactions effected for any account over which such person does
not have any direct or indirect influence or control.
D. Notwithstanding the provisions of Section VI.A., VI.B., and VI.F.
hereof, an access person who is not an "interested person" of the
Company within the meaning of Section 2(a)(19) of the 1940 Act,
and who would be required to make a report solely by reason of
being a director/trustee of the Company, need
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only report a transaction in a security if such director/trustee,
at the time of the transaction, knew or, in the ordinary course of
fulfilling his official duties as a director/trustee of the
Company, should have known, that, during the 15-day period
immediately preceding or after the date of the transaction by the
director/trustee, such security is or was purchased or sold, or
considered by the Company or its investment advisor for purchase
or sale by the Company.
E. Every access person who beneficially owns, directly or indirectly,
1/2% or more of the stock of any company the securities of which
are eligible for purchase by the Company shall report such
holdings to the Company.
F. Every transaction by an access person, including independent
directors/trustees, in securities of AMVESCAP PLC shall be
reported no later than ten days after the transaction was effected
in the manner described in Sections VI.B. 1 through 4 above.
G. Transactions in the following types of securities are exempt from
the reporting provisions herein: open-end management companies
as defined in Sections 5(a)(1) and 4(2) of the 1940 Act; variable
annuities, variable life products and other similar unit-based
insurance products issued by insurance companies and insurance
company separate accounts; securities issued by the United States
government, its agencies or instrumentalities; and money market
instruments, as defined by AIM's Code of Ethics Officer.
VII. REVIEW PROCEDURES
A. The reports submitted by access persons pursuant to Section VI.B.
hereof shall be reviewed at least quarterly by the AIM's Code of
Ethics Officer as well as the Board of Directors/Trustees or such
other persons or committees as shall be designated by the Board of
Directors/Trustees, in order to monitor compliance with this Code.
B. If it is determined by the Board of Directors/Trustees or AIM's
Code of Ethics Officer that a matter has arisen contrary to the
provisions of this Code, such matter shall be reported immediately
to the independent counsel for the independent directors/trustees
of the Company and, if not previously reported by or to AIM, to
AIM's Code of Ethics Officer within 30 days of submission of
reports to the outside counsel.
VIII. AMENDMENTS TO THE CODE
A. The Board of Directors/Trustees of the Company, including a
majority of the independent directors/trustees, must approve any
material changes or amendments to the Code no less than six months
following the date such changes or amendments are made. The
Company's Board of Directors/Trustees must base its approval upon a
determination that the Code contains provisions reasonably
necessary to prevent "access persons" from violating the anti-fraud
provisions of the rule.
IX. RECORDS RETENTION
A. The following records must be retained for the Company: copies of
the Code and any amendment thereto; records of any violation of
the Code and any action taken as of result of the violation; any
report made pursuant to the Code by any access person; records of
all persons who are or were subject to the Code and of persons
responsible for reviewing reports made by persons subject to the
Code; and a copy of each report made to the Board of
Directors/Trustees pursuant to Rule 17j-1(c)(2)(ii) of the 1940
Act. These records must be maintained in an easily accessible
place in a manner consistent with Rule 17j-1(f), but generally for
not less than five years after the end of the fiscal year after
amendments were approved; reports were made; information provided;
or violations occurred pursuant to the provisions of the Code.
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