A I M MANAGEMENT GROUP INC.
CODE OF ETHICS
(ADOPTED MAY 1, 1981)
(AS LAST AMENDED FEBRUARY 24, 2000)
WHEREAS, the members of the AIM Management Group are A I M Management
Group Inc. ("AIM Management") and A I M Advisors, Inc. ("AIM Advisors") and its
wholly owned and indirect subsidiaries (individually and collectively referred
to as "AIM"); and
WHEREAS, certain members of AIM provide investment advisory services to
AIM's investment companies and other clients; and
WHEREAS, certain members of AIM provide distribution services as principal
underwriters for AIM's investment company clients; and
WHEREAS, certain members of AIM provide shareholder services as the
transfer agent, dividend disbursing agent and shareholder processing agent for
AIM's investment company clients; and
WHEREAS, the investment advisory business involves decisions and
information which may have at least a temporary impact on the market price of
securities, thus creating a potential for conflicts of interest between the
persons engaged in such business and their clients; and
WHEREAS, the members of AIM have a fiduciary relationship with respect to
each portfolio under management and the interests of the client accounts and of
the shareholders of AIM's investment company clients must take precedence over
the personal interests of the employees of AIM, thus requiring a rigid adherence
to the highest standards of conduct by such employees; and
WHEREAS, every practical step must be taken to ensure that no intentional
or inadvertent action is taken by an employee of AIM which is, or appears to be,
adverse to the interests of AIM or any of its client accounts, including the
defining of standards of behavior for such employees, while at the same time
avoiding unnecessary interference with the privacy or personal freedom of such
employees; and
WHEREAS, the members of AIM originally adopted a Code of Ethics ("the
Code") on May 1, 1981, and adopted amendments thereto in January 1989, October
1989, April 1991, December 6, 1994 and December 5, 1995, December 10, 1996, and
now deem it advisable to update and revise said Code in light of new investment
company products developed by AIM and changing circumstances in the securities
markets in which AIM conducts business; and
NOW, THEREFORE, the Boards of Directors of AIM Management and AIM Advisors
hereby adopt the following revised Code pursuant to the provisions of Rule 17j-1
under the Investment Company Act of 1940 ("1940 Act"), with the intention that
certain provisions of the Code shall become applicable to the officers,
directors and employees of AIM.
I. APPLICABILITY
A. The provisions of AIM's Code shall apply to certain officers,
directors and employees (as hereinafter designated) of AIM. Unless
otherwise indicated, the term "employee" as used herein means: (i)
all officers, directors and employees of AIM Advisors and its wholly
owned and indirect subsidiaries and (ii) officers, directors and
employees of AIM Management who have an active part in the
management, portfolio selection, underwriting or shareholder
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functions with respect to AIM's investment company clients or
provide one or more similar services for AIM's non-investment
company clients. The term "employee" does not include directors of
AIM Management who do not maintain an office at the home office of
AIM Management and who do not regularly obtain information
concerning the investment recommendations or decisions made by AIM
on behalf of client accounts ("independent directors").
B. The Code shall also apply to any person or entity appointed as a
sub-advisor for an AIM investment company client account unless such
person or entity has adopted a code of ethics in compliance with
Section 17(j) of the 1940 Act; or, in the event that such person or
entity is domiciled outside of the United States, has adopted
employee standards of conduct that provide equivalent protections to
AIM's client accounts. In performing sub-advisory services, such
person or entity will be subject to the direction and supervision of
AIM, and subject to the policies and control of the Boards of
Directors/Trustees of the respective AIM investment company
client(s).
II. INTERPRETATION AND ENFORCEMENT
A. The Chief Executive Officer of AIM Management shall appoint a Code
of Ethics Committee ("Committee"). The Committee shall have the
responsibility for interpreting the provisions of the Code, for
adopting and implementing Procedures for the enforcement of the
provisions of the Code, and for determining whether a violation of
the provisions of the Code, or of any such related Procedures has
occurred. The Committee will appoint an officer to monitor personal
investment activity by "Covered Persons" (as defined in the
Procedures adopted hereunder), both before and after any trade
occurs and to prepare periodic and annual reports, conduct education
seminars and obtain employee certifications as deemed appropriate.
In the event of a finding that a violation has occurred requiring
significant remedial action, the Committee shall take such action as
it deems appropriate on the imposition of sanctions or initiation of
disgorgement proceedings. The Committee shall also make
recommendations and submit reports to the Boards of
Directors/Trustees of AIM's investment company clients.
B. If a sub-advisor has adopted a code of ethics in accordance with
Section 17(j) of the 1940 Act, then pursuant to a sub-advisory
agreement with AIM, it shall be the duty of such sub-advisor to
furnish AIM with a copy of the following:
o code of ethics and related procedures of the sub-advisor, and
a statement as to its employees' compliance therewith;
o any statement or policy on insider trading adopted pursuant to
Section 204A under the 1940 Act; and the procedures designed
to prevent the misuse of material non-public information by
any person associated with such sub-advisor; and
o such other information as may reasonably be necessary for AIM
to report to the Boards of Directors/Trustees of its
investment company client account(s) as to such sub-advisor's
adherence to the Boards' policies and controls referenced in
Section I.B. above.
III. PROCEDURES ADOPTED UNDER THE CODE
From time to time, AIM's Committee shall adopt Procedures to carry out the
intent of the Code. Among other things, the Procedures require certain new
employees to complete an Asset Disclosure Form, a Brokerage Accounts
Listing Form and such other forms as deemed appropriate by the Committee.
Such Procedures are hereby incorporated into the Code and are made a part
of the Code. Therefore, a violation of the Procedures shall be deemed a
violation of the Code itself.
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IV. COMPLIANCE WITH GOVERNING LAWS, REGULATIONS AND PROCEDURES
A. Each employee shall have and maintain knowledge of and 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/her actions as an employee.
B. Each employee shall comply with all laws and regulations, and AIM's
prohibition against insider trading. Trading on or communicating
material non-public information, or "inside information", of any
sort, whether obtained in the course of research activities, through
a client relationship or otherwise, is strictly prohibited.
C. Each employee shall comply with the procedures and guidelines
established by AIM to ensure compliance with applicable federal and
state laws and regulations of governmental agencies and
self-regulatory organizations. No employee shall knowingly
participate in, assist, or condone any act in violation of any
statute or regulation governing AIM or any act that would violate any
provision of this Code, or of the Procedures adopted hereunder.
D. Each employee shall have and maintain knowledge of and shall comply
with the provisions of this Code and any Procedures adopted
hereunder.
E. Each employee having supervisory responsibility shall exercise
reasonable supervision over employees subject to his/her control,
with a view to preventing any violation by such persons of applicable
statutes or regulations, AIM's corporate procedures, or the
provisions of the Code, or the Procedures adopted hereunder.
F. Any employee obtaining evidence that an act in violation of
applicable statutes, regulations or provisions of the Code or of any
Procedures adopted hereunder has occurred shall immediately report
such evidence to the Chief Compliance Officer of AIM. Such action by
the employee will remain confidential, unless the employee waives
confidentiality or federal or state authorities compel disclosure.
Failure to report such evidence may result in disciplinary
proceedings and may include sanctions as set forth in Section VI
hereof.
V. ETHICAL STANDARDS
A. Employees shall conduct themselves in a manner consistent with the
highest ethical and fiduciary standards. They shall avoid any action,
whether for personal profit or otherwise, that results in an actual
or potential conflict of interest with AIM or its client accounts, or
which may be otherwise detrimental to the interests of the members of
AIM or its client accounts.(1)
B. Employees shall act in a manner consistent with their fiduciary
obligation to clients of AIM, and shall not deprive any client
account of an investment opportunity in order to personally benefit
from that opportunity.
(1) Conflicts of interest generally result from a situation in which an
individual has a personal interest in a matter that is or may be competitive
with his or her responsibilities to other persons or entities (such as AIM or
its client accounts) 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 a client account on the one hand, and AIM, its
officers, directors and employees, on the other hand, such conflict may result
from the purchase or sale of securities for a client account and for the
personal account of the individual involved or the account of any "affiliate" of
such individual, as such term is defined in the 1940 Act. Such conflict may also
arise from the purchase or sale for a client account of securities in which an
officer, director or employee of AIM has an economic interest. Moreover, such
conflict may arise in connection with vendor relationships in which such
employee has any direct or indirect financial interest, family interests or
other personal interest. To the extent of conflicts of interest between AIM and
a vendor, such conflicts must be resolved in a manner that is not
disadvantageous to AIM. In any such case, potential or actual conflicts must be
disclosed to AIM 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 that is not disadvantageous to a client.
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C. Without the knowledge and approval of the Chief Executive Officer of
AIM Management, employees shall not engage in a business activity or
practice for compensation in competition with the members of AIM.
Each employee, who is deemed to be a "Covered Person" as defined in
the Procedures adopted hereunder, shall obtain the written approval
of AIM Management's Chief Executive Officer to participate on a
board of directors/trustees of any of the following organizations:
o publicly traded company, partnership or trust;
o hospital or philanthropic institution;*
o local or state municipal authority;* and/or
o charitable organization.*
* THESE RESTRICTIONS RELATE TO ORGANIZATIONS THAT HAVE OR INTEND TO
RAISE PROCEEDS IN A PUBLIC SECURITIES OFFERING.
In the relatively small number of instances in which board approval
is authorized, investment personnel serving as directors shall be
isolated from those making investment decisions through AIM's
"Chinese Wall" Procedures.
D. Each employee, in making an investment recommendation or taking any
investment action, shall exercise diligence and thoroughness, and
shall have a reasonable and adequate basis for any such
recommendation or action.
E. Each employee shall not attempt to improperly influence for such
person's personal benefit any investment strategy to be followed or
investment action to be taken by the members of AIM for its client
accounts.
F. Each employee shall not improperly use for such person's personal
benefit any knowledge, whether obtained through such person's
relationship with AIM or otherwise, of any investment recommendation
made or to be made, or of any investment action taken or to be taken
by AIM for its client accounts.
G. Employees shall not disclose any non-public information relating to a
client account's portfolio or transactions or to the investment
recommendations of AIM, nor shall any employee disclose any
non-public information relating to the business or operations of the
members of AIM, unless properly authorized to do so.
H. Employees shall not accept, directly or indirectly, from a
broker/dealer or other vendor who transacts business with AIM or its
client accounts, any gifts, gratuities or other things of more than
de minimis value or significance that their acceptance might
reasonably be expected to interfere with or influence the exercise of
independent and objective judgment in carrying out such person's
duties or otherwise gives the appearance of a possible impropriety.
For this purpose, gifts, gratuities and other things of value shall
not include unsolicited entertainment so long as such unsolicited
entertainment is not so frequent or extensive as to raise any
question of impropriety.
I. Employees who are registered representatives and/or principals of
AIM shall not acquire securities for an account for which he/she has
a direct or indirect beneficial interest in an initial public
offering ("IPO") or on behalf of any person, entity or organization
that is not an AIM client. All other employees shall not acquire
securities for an account for which he/she has a direct or indirect
beneficial interest offered in an IPO or on behalf of any person,
entity or organization that is not an AIM client account EXCEPT in
those circumstances where different amounts of such offerings are
specified for different investor types (e.g., private investors and
institutional investors) and such transaction has been pre-cleared
by the Compliance Office.
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J. All personal securities transactions by employees must be conducted
consistent with this Code and the Procedures adopted hereunder, and
in such a manner as to avoid any actual or potential conflicts of
interest or any abuse of such employee's position of trust and
responsibility. Unless an exemption is available, employees who are
deemed to be "Covered Persons" as defined in the Procedures adopted
hereunder, shall pre-clear all personal securities transactions in
securities in accordance with the Procedures adopted hereunder.
K. Each employee, who is deemed to be a "Covered Person" as defined in
the Procedures adopted hereunder, (or registered representative
and/or principal of AIM), shall refrain from engaging in personal
securities transactions in connection with a security that is not
registered under Section 12 of the Securities Act of 1933 (i.e., a
private placement security) unless such transaction has been
pre-approved by the Chief Compliance Officer or the Director of
Investments (or their designees).
L. Employees, who are deemed to be "Covered Persons" as defined in the
Procedures adopted hereunder, may not engage in a transaction in
connection with the purchase or sale of a security within seven
calendar days before and after an AIM investment company client
trades in that same (or equivalent) security unless the de minimis
exemption is available.
M. Each employee, who is deemed to be a "Covered Person" as defined in
the Procedures adopted hereunder, may not purchase and voluntarily
sell, or sell and voluntarily purchase the same (or equivalent)
securities of the same issuer within 60 calendar days unless such
employee complies with the disgorgement procedures adopted by the
Code of Ethics Committee. Subject to certain limited exceptions set
forth in the related Procedures, any transaction under this provision
may result in disgorgement proceedings for any profits received in
connection with such transaction by such employee.
VI. SANCTIONS
Employees violating the provisions of AIM's Code or any Procedures adopted
hereunder may be subject to sanctions, which may include, among other
things, restrictions on such person's personal securities transactions; a
letter of admonition, education or formal censure; fines, suspension,
re-assignment, demotion or termination of employment; or other significant
remedial action. Employees may also be subject to disgorgement proceedings
for transactions in securities that are inconsistent with Sections V.L.
and V.M. above.
VII. ADDITIONAL DISCLOSURE
This Code and the related Procedures cannot, and do not, cover every
situation in which choices and decisions must be made, because other
company policies, practices and procedures (as well as good common sense)
and good business judgment also apply. Every person subject to this Code
should read and understand these documents thoroughly. They present
important rules of conduct and operating controls for all employees.
Employees are also expected to present questions to the attention of their
supervisors and to the Chief Compliance Officer (or designee) and to
report suspected violations as specified in these documents.
For the Boards of Directors:
The AIM Management Group
by:
----------------------------------
Charles T. Bauer
----------------------------------
Date
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EXHIBIT A
PRE-CLEARANCE REQUIREMENTS MATRIX
--------------------------------------------------------------------------------
SUBJECT TO
DUPLICATE 60-DAY
PRE-CLEARANCE CONFIRMATION TRADING
SECURITY TYPE REQUIRED? REQUIRED? PROHIBITION?
================================================================================
AMVESCAP stock and options Yes Yes Yes
--------------------------------------------------------------------------------
Closed-end mutual funds and UITs Yes Yes Yes
(whether or not managed or distributed
by an AMVESCAP Company)
--------------------------------------------------------------------------------
Corporate bonds (U.S. and foreign), Yes Yes Yes
including convertible bonds
--------------------------------------------------------------------------------
Equity securities (U.S. and foreign), Yes Yes Yes
including ADRs, GDRs, common and
preferred stock, and options on such
securities
--------------------------------------------------------------------------------
Futures contracts or commodities No Yes No
contracts
--------------------------------------------------------------------------------
Futures or options on a stock market No Yes No
index, foreign currency, or commodity
--------------------------------------------------------------------------------
Government (foreign) securities Yes Yes Yes
--------------------------------------------------------------------------------
Government (U.S.) securities No No No
--------------------------------------------------------------------------------
Limited partnerships Yes Yes Yes
--------------------------------------------------------------------------------
Money market instruments (e.g., BAs, No No No
CDs, TDs, repos, etc.)
--------------------------------------------------------------------------------
Municipal bonds Yes Yes Yes
--------------------------------------------------------------------------------
Open-end mutual funds and UITs (e.g., No No No
SPDRs, WEBS, etc.), whether or not
managed or distributed by an AMVESCAP
Company
--------------------------------------------------------------------------------
Restricted securities issued by public Yes Yes Yes
companies
--------------------------------------------------------------------------------
Rights and warrants (U.S. and foreign) Yes Yes Yes
--------------------------------------------------------------------------------
Unregistered or private placement Yes Yes Yes
securities (including hedge funds)
--------------------------------------------------------------------------------
Variable annuities, variable life No No No
products or other similar unit-based
insurance products issued by insurance
company separate accounts
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SUBJECT TO
DUPLICATE 60-DAY
TYPE OF TRANSACTION (REGARDLESS PRE-CLEARANCE CONFIRMATION TRADING
OF SECURITY TYPE) REQUIRED? REQUIRED? PROHIBITION?
================================================================================
401(k) Plan No Yes No
exchanges/liquidations
--------------------------------------------------------------------------------
Automatic Investment Plans Initial-Yes Yes No
Subsequent-No
--------------------------------------------------------------------------------
Dividend re-investment plans No Yes No
(DRIPs) - purchases
--------------------------------------------------------------------------------
Dividend re-investment plans Yes Yes No
(DRIPs) - redemptions
--------------------------------------------------------------------------------
Employee stock ownership plans No No No
(ESOPs) - purchases and
redemptions
--------------------------------------------------------------------------------
Exercise of rights or warrants Yes Yes Yes
--------------------------------------------------------------------------------
Gifting/Donating securities No Yes N/A
(transfer of beneficial
ownership)
--------------------------------------------------------------------------------
IPOs (if/when permitted) Yes Yes Yes
--------------------------------------------------------------------------------
Private placements Yes Yes Yes
--------------------------------------------------------------------------------
Short sales Prohibited Prohibited N/A
--------------------------------------------------------------------------------
Short-term trading (if/when Yes Yes Yes
permitted)
--------------------------------------------------------------------------------
Stock splits No Yes N/A
--------------------------------------------------------------------------------
Tenders/Puts/Conversions No Yes N/A
(Mandatory)
--------------------------------------------------------------------------------
Tenders/Puts/Conversions Yes Yes Yes
(Voluntary)
--------------------------------------------------------------------------------
<PAGE>
EXHIBIT B
THE AIM MANAGEMENT GROUP
RULES AND PROCEDURES ADOPTED UNDER THE CODE OF ETHICS
(AS REVISED FEBRUARY 24, 2000)
I. INTRODUCTION
These rules and procedures (collectively, "Procedures") have been adopted
by the Code of Ethics Committee of the AIM Management Group (which consists
of A I M Management Group Inc., A IM Advisors, Inc. and their wholly owned
and indirect subsidiaries) to carry out the intent of the Code of Ethics
("Code") of AIM, and are incorporated by reference into and made a part of
AIM's Code. The Code has been approved by the Boards of Directors of A I M
Management Group Inc. ("AIM Management"), A I M Advisors, Inc. ("AIM
Advisors") and by each of the Boards of Directors/Trustees of the AIM
Funds.
A. CODE OF ETHICS COMMITTEE
1. The following officers of AIM are members of the Code of Ethics Committee:
o Members of the Office of the Chief Executive
o Director of Investments
o Director of Legal and Compliance
o Chief Compliance Officer
o Chief Equity Officer
2. The Committee has the following responsibilities:
o to establish the requirements of the Code and these Procedures;
o to interpret the provisions of the Code and these Procedures;
o to determine whether violations of the Code or these Procedures have
occurred;
o to determine the nature of any sanctions that may be imposed against
employees for violations of the Code or these Procedures; and
o to report to the Board of Directors of AIM and Boards of
Directors/Trustees of AIM's investment company client accounts.
3. The Committee meets no less frequently than annually to review the
provisions of the Code and these Procedures. The Chief Compliance Officer
calls other meetings of the Committee when he believes that a possible
violation of the Code or these Procedures has occurred or that the
Committee should meet for other purposes, such as to consider changes to
the Code or to these Procedures. A majority of the members of the Committee
will constitute a quorum, provided that either the Chief Executive Officer
or other senior officer who is a member of the Chief Executive's Office
must be present in order to have a quorum. A majority of the members
present at a meeting constitutes the vote required for any action taken by
the Committee. Special meetings of the Committee may be called by any
member of the Committee to discuss matters that are deemed to warrant
immediate attention.
II. APPLICABILITY
These Procedures apply to certain officers, directors and employees of AIM.
Any questions regarding the Code or these Procedures should be referred to
the Chief Compliance Officer (or designee) or the General Counsel of AIM.
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EXHIBIT B
III. PROHIBITIONS
The Code of Ethics Committee has determined that the following courses of
conduct are prohibited for all employees:
A. INSIDER TRADING
AIM forbids any employee from trading, either personally or on behalf
of others (including client accounts managed by AIM), on material
non-public information or communicating material non-public
information to others in violation of the law. This conduct is
frequently referred to as "insider trading". This policy applies to
every person subject to the Code and extends to activities within and
outside their duties at AIM. See Section IV.B. for more information on
"insider trading".
B. DISCLOSURE OF CONFIDENTIAL INFORMATION
Except in the ordinary course of assigned duties, employees may not
disclose to any non-employee or any party unrelated to AIM,
information concerning particular securities that are held or being
considered for purchase or sale by client accounts, any information
concerning client accounts or any other information deemed
confidential by AIM.
C. TRADING IN SECURITIES ON AIM'S RESTRICTED LIST
Employees are prohibited from engaging in any personal securities
transactions in a security on AIM's Restricted List. See Section
IV.C.7.A(1) for more information on this prohibition.
D. SOLICITATION OR ACCEPTANCE OF GIFTS AND GRATUITIES
Except as noted below, an employee may not solicit or accept from a
broker/dealer or other vendor that transacts business with AIM or its
client accounts, any gifts or gratuities or other things of value. For
this purpose, gifts and gratuities and other things of value do not
include UNSOLICITED entertainment (including meals or tickets to
cultural or sporting events) so long as such UNSOLICITED entertainment
is not so frequent or extensive as to raise any question of
impropriety. An employee may not accept UNSOLICITED GIFTS or other
things of value of more than de minimis value from any person or
entity that does business with or on behalf of an AIM investment
company client account. In any such case, the value may not exceed
$100 per giver per year.
E. INDEPENDENT PRACTICE FOR COMPENSATION
Employees may not undertake a business activity or practice for
compensation that is in competition with AIM unless they have received
the written consent of the Chief Executive Officer of AIM Management.
For this purpose, "business activity or practice" includes any service
that AIM currently makes available for compensation. In addition,
Covered Persons (as defined in Section IV.C. herein) are prohibited
from serving on the board(s) of directors/trustees of certain
organizations without prior written approval from AIM's Chief
Executive Officer (see Section V.C. of the Code). In the relatively
small number of instances in which board service is authorized,
employees serving as directors normally should be isolated from those
making investment decisions through "Chinese Wall" or other
procedures.
Employees must also avoid any action, whether for personal profit or
otherwise, that results in an actual or potential conflict of interest
with AIM or its client accounts, or that may be otherwise detrimental
to the interest of the members of AIM or its client accounts. Such
conflict may also arise from the purchase and sale for a client
account of securities in which an officer, director or employee of AIM
has an economic interest. Moreover, such conflict may arise in
connection with vendor relationships in which such employee has any
direct or indirect financial interest, family interests or other
personal interest. Such conflicts must be resolved in favor of the AIM
client, or if a vendor, in favor of AIM.
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EXHIBIT B
F. DEPRIVING CLIENT ACCOUNTS OF INVESTMENT OPPORTUNITIES
The failure of an employee to recommend an investment opportunity to,
or to purchase an investment opportunity for, a client account in
order to obtain a personal benefit is considered a course of conduct
that deprives a client account of an investment opportunity.
Therefore, such conduct is considered to be a violation of Section
V.B. of the Code. An example of this type of prohibited conduct is to
effect a personal transaction in a security and to intentionally fail
to recommend, or to fail to effect, a suitable client account
transaction in such security in order to avoid the appearance of a
conflict of interest.
G. "SCALPING" OR "FRONT-RUNNING"
Employees may not acquire or dispose of financial interest in a
security if such acquisition or disposition is based upon the
employee's knowledge of actions already taken, being taken or being
considered by AIM on behalf of any of its client accounts. Such
prohibited conduct is considered to violate one or more of Sections
V.A., V.B. and V.F. of the Code. Examples of this type of prohibited
conduct include:
o to gain a personal financial interest, an employee uses knowledge of
a future purchase of a security by a client account and buys the
security or acquires financial interest in the security before the
client account buys the security; or
o to gain a personal financial interest, an employee uses knowledge of
a future sale of a security by a client account and sells the
security for any account with respect to which the employee has a
financial interest before the client account sells the security
(e.g., the employee sells short a security based on knowledge of a
future sale of the security by a client account).
IV. AMVESCAP GROUP POLICIES GOVERNING EMPLOYEE SECURITIES TRANSACTIONS
A. CORE PRINCIPLES (ALL EMPLOYEES)
1. Employees have a duty to serve the best interests of clients and
not to engage in conduct that is in conflict with such interests.
2. Employees are prohibited from mis-using "inside information".
3. 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.
4. Employees are encouraged to invest in mutual funds, unit trusts
and other collective investment vehicles sponsored by
subsidiaries of AMVESCAP.
5. Subject to certain exceptions set forth in these Group Policies,
employees are permitted to invest in other securities if they
observe applicable laws and regulations and both the letter and
spirit of these Group Policies.
6. Less strict standards than those set forth in these Group
Policies are generally discouraged and exceptions will be
permitted only on a "case-by-case" basis and only where such
exceptions are permitted by applicable law and are not
inconsistent with these Core Principles.
B. PROHIBITION AGAINST INSIDER TRADING (ALL EMPLOYEES)
1. TERMS AND DEFINITIONS - As used in this Section IV.B., certain
key terms have the following meanings:
A. "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
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EXHIBIT B
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 that 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.
B. "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.
C. "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.
D. "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.
2. 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.
3. 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 Chief Compliance
Officer (or designee), who will review the matter and provide
further instructions as to the appropriate handling of the
information.
C. POLICIES AND PROCEDURES GOVERNING PERSONAL SECURITIES TRANSACTIONS
1. COVERED PERSONS - The policies and procedures set forth in this
Section IV.C. 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 Code of Ethics Committee.
2. EXEMPT PERSONS - An "Exempt Person" must meet EACH of the
following criteria:
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EXHIBIT B
A. Work in a position that 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;
B. 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 could provide access to current
portfolio information; and
C. 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 Chief Compliance Officer (or designee)
who will determine, based on a review of the employee's
circumstances, whether he/she may continue to be designated
as an "Exempt Person" (see Exhibit D).
3. GENERAL POLICY
A. 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 transactions in the same security.
B. For purposes of this Section IV.C. the term "personal
securities transaction" includes any transaction by a
Covered Person for a "Covered Account". A Covered Account is
defined as any account:
(1) in which a Covered Person has a direct or indirect
financial interest; or
(2) 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. (See Exhibit C for examples of
Covered Accounts.)
4. PRE-CLEARANCE REQUIREMENTS
A. GENERAL REQUIREMENTS -
(1) A Covered Person may not engage in a personal
securities transaction unless it has been pre-cleared
by the Code of Ethics Officer 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 will not be made,
and pre-clearance will not be given, if there has been
a client account transaction in the same, or
equivalent, security within seven (7) calendar days of
the proposed personal securities transaction (the
"7"-Day Rule"). An equivalent security means a security
that (1) is convertible into another security or (2)
gives its holder the right to purchase another security
of the same issuer. For example, a bond or preferred
stock may be convertible into another security of the
same issuer, or an option or warrant may give the
holder the right to purchase stock of the same issuer.
ADR and EDR shares are considered equivalent to their
corresponding foreign shares.
(2) Subject to oversight by the Code of Ethics Committee,
the Chief Compliance Officer (or designee) has
responsibility for setting the policy for determining
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EXHIBIT B
which client accounts will be matched against each
Covered Person's personal securities transactions.
(3) The pre-clearance requirements and procedures set forth
in this Section IV.C.4. apply to personal securities
transactions in any security that is not the subject of
an exception set forth in Section IV.C.6. 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.
(4) In the case of personal securities transactions
involving the purchase or sale of an option on an
equity security, the Code of Ethics Officer (or
designee) will determine whether to authorize the
transaction by matching the pre-clearance request
against client account activity in both the option and
the underlying security. This determination will not be
made, and pre-clearance will not be given, if there has
been a client account transaction in either the option
or the underlying security within 14 calendar days of
the proposed personal securities transaction. Employees
should remember that pre-clearance is required for both
the opening and closing transaction.
(5) Employees should be aware of the additional risks that
can result from engaging in certain transactions. For
example, if an opening options transaction is approved,
the closing options transaction can be disapproved or
delayed in certain cases due to actual or apparent
conflicts of interest or competing obligations that
arise after the time the employee's opening transaction
was approved. Also, holders of non-investment grade
corporate bonds could find it difficult to liquidate
such bonds if a security is thinly traded or when the
issuer is faced with bankruptcy proceedings.
(6) It is the responsibility of the Code of Ethics Officer
(or designee), following authorization 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. In such situations, the Code of
Ethics Officer may recommend that additional action be
taken (such as disgorgement of profits).
B. PRE-CLEARANCE PROCEDURES -
(1) All Covered Persons must obtain written approval from
the Code of Ethics Officer (or designee) PRIOR TO
executing a personal securities transaction in a
Covered Account.
(2) Covered Persons seeking pre-clearance of personal
securities transactions must complete Part I of the
Pre-Clearance Form (see Exhibit E) and submit the form
to the Code of Ethics Officer (or designee). Employees
who are not located at the home office of AIM
Management should fax the completed form to the Code of
Ethics Officer (or designee).
(3) Upon completion of the review process, the Code of
Ethics Officer (or designee) will time-stamp the
completed pre-clearance form and indicate whether the
trade is authorized or denied. The Covered Person will
then be notified as to the status of his/her request.
(4) All authorized personal securities transactions must be
executed WITHIN 36 HOURS following the date of
approval. If the trade is not executed within this time
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EXHIBIT B
period, a new pre-clearance request must be submitted
to the Code of Ethics Officer (or designee).
C. 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-U.S. currency equivalent) in market capitalization will
not be subject to the 7 -Day Rule or other provisions of
Section IV.C.4., provided
(1) that any pre-clearance approval given for such
transaction is valid for ten (10) calendar days only;
AND
(2) no Covered Persons may request this De Minimis
Exemption more than once every 30 calendar days for any
particular security.
5. REPORTING REQUIREMENTS
A. INITIAL REPORTS - Within 10 days of employment, or within 10
days of becoming a Covered person, each Covered Person must
provide a complete list of all of his/her Covered Accounts
(see Exhibit F) and a list of all securities holdings in
such Covered Accounts (see Exhibit H) to the Code of Ethics
Officer (or designee). Within 30 days of employment, or
immediately following NASD registration, whichever comes
first, registered representatives/principals of AIM must
also provide a complete list of all Covered Accounts (see
Exhibit F) to the Code of Ethics Officer (or designee).
B. REPORTS OF TRADE CONFIRMATIONS - Within (ten) 10 calendar
days of settlement of each personal securities transaction,
the Covered Person (or registered representative/principal
of AIM) engaging in the transaction must file or cause to be
filed with the Code of Ethics Officer (or designee) a
duplicate copy of the broker/dealer confirmation for such
transaction. In those cases where broker/dealer
confirmations are not available, employees are required to
furnish a completed Transaction Report (see Exhibit G) to
the Code of Ethics Officer within ten (10) calendar days of
settlement.
C. ANNUAL UPDATE AND CERTIFICATION - By March 1st of each year,
each Covered Person must file with the Code of Ethics
Officer (or designee) an annual account statement that
lists, as of December 31 of each year, all Covered Accounts
of such Covered Person (see Exhibit F) AND all securities
holdings of such Covered Accounts (see Exhibit H). This
information must be 30 days current or more recent
information should be submitted. Further, ALL EMPLOYEES must
execute and provide the Code of Ethics Officer (or designee)
with an annual certificate of compliance with the Code and
related Procedures and any other personal trading policies
then in effect that apply to such employees, as discussed in
Section V.A. below (see Exhibit L).
6. EXCEPTIONS TO PRE-CLEARANCE AND REPORTING REQUIREMENTS
A. Personal securities transactions in the following securities
are not subject to either the pre-clearance requirements or
the reporting requirements set forth in this Section IV.C.:
(1) Open-end mutual funds and open-end unit investment
trusts (whether or not managed or distributed by an
AMVESCAP Company);
(2) Variable annuities, variable life products and other
similar unit-based insurance products issued by
insurance companies and insurance company separate
accounts.
(3) U.S. (Federal) Government securities, and
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EXHIBIT B
(4) Money market instruments (as defined by the Chief
Compliance Officer).
B. INDEPENDENT DIRECTORS - Personal securities transactions of
Independent Directors of AMVESCAP are not subject to either
the pre-clearance or reporting requirements set forth in
this Section IV.C. 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.
C. Personal securities transactions in the following are not
subject to the pre-clearance requirements set forth in this
Section IV.C. but ARE SUBJECT to the reporting requirements:
(1) Securities acquired through automatic dividend
reinvestment plans;
(2) 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;
(3) A City Index (e.g., IG Index) (UK only);
(4) Futures contracts;
(5) Commodities contracts; and
(6) Futures or Options on a stock market index, a foreign
currency or commodity.
D. DELEGATED DISCRETIONARY ACCOUNTS - Pre-clearance is not
required for transactions in a Covered Account in which a
Covered Person is not exercising power over investment
discretion, provided that:
(1) 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;
(2) The Covered Person has provided the Code of Ethics
Officer (or designee) with a copy of such written
agreement;
(3) 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 (see Exhibit I); and
(4) The Covered Person complies with all reporting
requirements outlined in Section IV.C.5. above, and
also provides or makes provision for the delivery to
the Code of Ethics Officer (or designee) of
monthly/quarterly statements of discretionary account
holdings.
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 that is the subject of delegated
investment discretion are subject to the pre-clearance and
reporting requirements set forth in this Section IV.C. and
the policies and provisions set forth in Section IV.D.
below.
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EXHIBIT B
NOTE: Certain trading restrictions in Section IV.C.7. below
are also applicable to trades in delegated discretionary
accounts. Specifically, trading in securities on AIM's
Restricted List, engaging in short sales and purchasing
securities in an initial public offering are prohibited in
delegated discretionary accounts. ALL EMPLOYEES should
notify parties to whom they have delegated investment
discretion regarding all of AIM's trading policies and
restrictions in order to avoid violations of the Code and
these Procedures.
7. RESTRICTIONS ON CERTAIN ACTIVITIES
A. 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 Code of Ethics Committee
may decide to place the securities of such issuer on a
"restricted list", to be maintained by the Chief
Compliance Officer. 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 engaging in an
"opposite transaction" in the same, or equivalent,
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. This
short-term trading prohibition may be waived by the
Code of Ethics Officer (or designee) in those instances
where an employee wishes to limit his/her losses on a
security with rapidly depreciating market value. Such
circumstances must be disclosed at the time
pre-clearance is requested.
(3) PROHIBITION AGAINST SHORT SALES - Covered Persons are
prohibited from engaging in short sales of securities.
(4) PROHIBITION AGAINST PURCHASES IN INITIAL PUBLIC
OFFERINGS - Registered representatives/principals of
AIM's subsidiaries that are registered with the NASD
are prohibited from purchasing securities in initial
public offerings. All other AIM employees 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 Code of Ethics Officer (or designee)
on the basis that it is not likely to create any actual
or potential conflict of interest. The Compliance
Office will maintain a record of the approval and the
rationale supporting the purchase of the IPO.
(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, however, if such purchase has been
pre-cleared by the Code of Ethics
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EXHIBIT B
Officer (or designee) 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 (or registered
representative/principal of AIM) may not purchase or
sell any security (e.g., stock, bond or limited
partnership interest) 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 (see Exhibit J) by the
Code of Ethics Officer (or designee) following a
determination that the proposed transaction does not
present any actual or potential conflict of interest.
The Compliance Office will maintain a record of the
approval and the rationale supporting the purchase of
the Private Placement. 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 or of a
related or subsidiary company (e.g., a spin-off or
divestiture) (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
Code of Ethics Officer (or designee), who will
determine whether further action should be taken.
Further, investment personnel who have been authorized
to acquire securities in a private placement must
disclose such investment when he/she plays a part in
any Fund's subsequent consideration of an investment in
the issuer. In such circumstances, the Fund's decision
to purchase securities of the issuer is subject to an
independent review by investment personnel with no
personal interest in the issuer.
(7) PARTICIPATION IN INVESTMENT CLUBS - A Covered Person is
prohibited from participating in an investment club
unless such participation has been pre-cleared (see
Exhibit K) by the Code of Ethics Officer (or designee)
following a 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 Code of Ethics Officer (or
designee) by brokers acting on behalf of the
investment club.
Should the Covered Person contribute to, but not
necessarily control, investment decision-making for the
investment club, all transactions by the investment
club would be subject to pre-clearance.
D. GROUP POLICIES GOVERNING TRANSACTIONS IN SHARES OF AMVESCAP PLC (ALL
EMPLOYEES)
1. 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 (see
Exhibit B), adopted in accordance with requirements of the London
Stock Exchange. The Share Dealing Code is incorporated by
reference and made a part of these Group Policies so that a
violation of the Share Dealing Code is also deemed a violation of
these Group Policies. Among other provisions, the Share Dealing
Code generally prohibits all trading in AMVESCAP shares during
certain defined "closed periods" which are typically two calendar
months before annual results
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EXHIBIT B
and earnings announcements and one calendar month before
quarterly results and earnings announcements.
2. The prohibitions against insider trading set forth above in
Section IV.B. of these Group Policies and the pre-clearance and
reporting provisions set forth above in Section IV.C. of these
Group Policies apply to personal securities transactions in
shares of AMVESCAP, with the exception that the purchase of
shares through regular payroll deduction in connection with
operation of the AMVESCAP International Sharesave Plan is exempt
from the pre-clearance provisions of Section IV.C.
3. The foregoing provisions apply to all Directors, officers and
employees of AMVESCAP, including both Covered Persons and Exempt
Persons as defined in Section IV.C., and apply to all personal
securities transactions by or for the benefit of such persons,
including transactions in discretionary accounts maintained for
such persons.
E. ADMINISTRATION OF GROUP POLICIES (ALL EMPLOYEES)
1. With the exception of Section IV.D. above, administration of
these Group Policies is the responsibility of the Chief
Compliance Officer, subject to general oversight by the Code of
Ethics Committee.
2. Responsibility for the administration of these Group Policies as
they relate to transactions in AMVESCAP shares (Section IV.D.
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 Group Policies; and
its various legal/compliance departments, responsible for
pre-clearance and reporting of transactions. In any event,
responsibility for these Group Policies as they pertain to
trading in AMVESCAP shares is subject to general oversight by the
AMVESCAP Board of Directors.
3. Administrative responsibility for these Group Policies includes:
A. the authority to adopt such forms and procedures as may be
appropriate to implement these Group Policies;
B. the authority to recommend and to implement policies that
are more restrictive than those set forth in these Group
Policies;
C. 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 Section IV.C. of
these Group Policies; and
D. the authority to review violations of the Group Policies and
to recommend to the Code of Ethics Committee (or to the
AMVESCAP Board of Directors in the case of violation of the
Group Policies set forth in Section IV.D.), such penalties
and sanctions as may be appropriate under the circumstances.
4. EXCEPTIONS - Where exceptions are approved under Section
IV.E.3.C. above, a determination will be made, in the case of
each such exception, that it is consistent with the Core
Principles set forth in Section IV.A. of these Group 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 will be noted in writing and reported
to the Code of Ethics Committee at the next available
opportunity.
5. PENALTIES AND SANCTIONS
A. Persons who are found to have violated the prohibitions
against Insider Trading set forth in Section IV.B. of these
Group Policies may be subject to severe penalties and
sanctions including, but not limited to, disgorgement of
profits and suspension or
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EXHIBIT B
termination of employment. These penalties and sanctions
will 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.
B. Persons who are found to have knowingly violated any of the
other provisions of these Group Policies, including the
pre-clearance and reporting requirements, the restrictions
against certain defined activities and the rules governing
trading in shares of AMVESCAP, will 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.
V. ADMINISTRATIVE PROCEDURES
A. DISTRIBUTION OF CODE OF ETHICS AND PROCEDURES ADOPTED UNDER THE CODE
Upon commencement of duty with AIM, each new employee will receive a
copy of the Code and these Procedures. Immediately thereafter, each
such employee must file an Initial Acknowledgment Statement (see
Exhibit L) with the Code of Ethics Officer (or designee), indicating
that he/she has read and understands the Code.
Each AIM employee must also attend a mandatory orientation session
with respect to AIM's Code and related Procedures within 30 days of
employment unless a supervisor requests in writing that a 30-day
extension of time be granted in order to complete current business.
Attendance at this orientation session is mandatory. It is the
responsibility of each supervisor to ensure that the employees subject
to his/her supervision attend this orientation session.
On an annual basis, each employee must certify in writing that he/she
has reviewed and understands the provisions of AIM's Code and the
related Procedures, and that he/she recognizes that he/she is subject
to the Code and related Procedures, and that he/she has complied, and
will continue to comply, with the requirements thereof, and that
he/she has disclosed or reported all personal securities transactions
required to be disclosed or reported pursuant to the Code and the
related Procedures, unless otherwise previously disclosed to the Code
of Ethics Officer (or designee).
B. RECORD KEEPING RESPONSIBILITIES
The Code of Ethics Officer (or designee) is responsible for
maintaining custody of the following records for a period of five
years:
o all forms supplied to the Code of Ethics Officer (or designee) by
employees;
o all duplicate confirmations, Transaction Reports, and brokerage
statements supplied to the Code of Ethics Officer (or designee)
pursuant to the requirements of Section IV.C.5.B. of these
Procedures;
o all lists of employees and Covered Persons used for administering
the Code and these Procedures;
o all Pre-Clearance Forms relating to the personal securities
transactions of employees;
o a copy of each Code of AIM and each set of Procedures adopted
thereunder;
o a written record of each violation of the Code or these
Procedures, and a written record of any action taken as a result
of each such violation; and
o all Acknowledgment Statements referred to in Section IV.C.5. and
V.A. of these Procedures.
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EXHIBIT B
C. ANNUAL SEMINARS
Annually, the Chief Compliance Officer will sponsor a continuing
education program for all AIM employees. Completion of the program is
mandatory for all AIM employees. It is the responsibility of each
supervisor to ensure that employees subject to such person's
supervision complete the program. Failure to complete such program may
require significant remedial action, resulting in a letter of
admonition, withholding of bonus payments or other sanctions as deemed
necessary or appropriate by the Code of Ethics Committee. Such
document will be placed in the Violations file. Such file is required
to be maintained under the rules of the Investment Advisers Act of
1940.
D. SPECIAL REPORTS FOR DIRECTORS
The Chief Compliance Officer will prepare a timely report for the
Board of Directors/Trustees of AIM's investment company clients
explaining significant remedial action taken by the Code of Ethics
Committee in response to violations of the Code and these Procedures.
E. ANNUAL REPORTS
In December of each year, the Code of Ethics Committee will report to
the Boards of Directors/Trustees of AIM's investment company clients
with regard to evolving industry practices or developments in
applicable laws or regulations during the past year, recommended
changes to the Code and/or these Procedures, any violative conduct of
a substantial nature requiring significant remedial action occurring
during the last year, and other information as requested by the
directors/trustees. In addition, AIM will certify to the Board of
Directors/Trustees of AIM's investment company that procedures have
been adopted to prevent covered persons from violating its Code of
Ethics and related procedures.
VI. PENALTIES FOR VIOLATIONS OF THE CODE
Any AIM employee who violates or is about to violate the provisions of
AIM's Code or these Procedures may be subject to sanctions, which may
include, among other things, restrictions on such person's personal
securities transactions; a letter of admonition, education or formal
censure; fines; suspension, re-assignment, demotion or termination of
employment; or other significant remedial action.
Employees may also be subject to disgorgement proceedings for transactions
in securities that are inconsistent with Sections V.L. and V.M. of the
Code. Any profits realized on such trades may be required to be disgorged
to charitable organizations or other non-profit entities as determined by
the Code of Ethics Committee.
Employees who violate any of AIM's insider trading policies will be subject
to severe penalties. These penalties and sanctions will be in addition to
any penalties that may be imposed by law, including (a) civil injunctions;
(b) revocation of licenses and registrations; (c) substantial monetary
fines; and/or (d) imprisonment.
VII. AMENDMENTS TO THESE PROCEDURES
These Procedures may be amended by a majority vote of the Code of Ethics
Committee. Such amendments must be approved by the Board of
Directors/Trustees of AIM's investment company, including a majority of
independent directors, within six months following the change.
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EXHIBIT B
--------------------------------------------------------------------------------
THIS DOCUMENT IS IMPORTANT AND SHOULD BE READ PRIOR TO YOUR MAKING ANY DECISION
TO DEAL IN THE SHARES OF AMVESCAP PLC OR TO EXERCISE ANY SHARE OPTIONS. (THE
TERM "SHARES" FOR THIS PURPOSE SHALL MEAN BOTH ORDINARY SHARES AND AMERICAN
DEPOSITORY SHARES)
--------------------------------------------------------------------------------
AMVESCAP PLC
("the Company")
CODE FOR THE PURPOSES OF PERSONAL
DEALINGS IN THE SHARES OF THE COMPANY
BY DIRECTORS, GLOBAL PARTNERS AND
EMPLOYEES
--------------------
B-1
<PAGE>
INTRODUCTION
The London Stock Exchange requires all listed companies to adopt and apply a
Share Dealing Code (the "Code"). The purpose of the Code is to ensure that
Directors, Global Partners and employees do not inadvertently breach Stock
Exchange rules or relevant legislation on share dealing. You must comply with
the Code if you wish to deal in AMVESCAP PLC (the "Company") shares. For the
purposes of definition within this Code the term "director" used herein shall
also include any member of any of the AMVESCAP PLC Management Committees, any
Global Partner, and any employee.
Compliance with the Code, means that for example, dealings may not take place
just before the Company announces something important, such as its annual or
half yearly or quarterly results or a major acquisition. Consent for dealing
would have to be refused at such a time. This should ensure that you are
generally protected against misinformed criticism. In addition, a useful guide
is not to deal if you think it would lead to criticism if reported in the press,
even though the Code may allow it.
The prohibitions on dealing which are set out in Rules 1 to 6 reflect certain
provisions of current insider dealing legislation (the Criminal Justice Act
1993) and the London Stock Exchange's listing rules. You will be committing a
criminal offence if you deal contrary to the insider dealing legislation and
risk a fine and/or a prison sentence of up to seven years. Appendix I contains a
summary of the insider dealing legislation.
(a) If the Code does not prevent you from dealing, you must still follow the
procedure set out in Rules 7 to 15(i) and obtain written consent before
dealing in accordance with the compliance procedures adopted by your local
region.
(b) The Code applies not only to buying and selling shares, but also to buying
or selling options and other rights over shares and exercising, granting
and accepting options and other rights over shares (all of which are
referred to herein as "dealing").
The following dealings ARE also subject to the Code:
o dealings between directors and/or employees
o a gift of shares (i.e. a transfer for no consideration), other than
where you retain a beneficial interest
o off-market dealings.
The following dealings ARE NOT subject to the Code:
o selling shares with the intention of buying the same number soon
afterwards ("bed and breakfast" dealings)
o transferring shares already held into a discretionary personal equity
plan
o undertaking to take up, taking up or allowing to lapse your
entitlements under a rights issue or other offer (including a scrip
dividend)
o selling sufficient of your entitlements nil paid to allow you to take
up the balance under a rights issue
o undertaking to accept or accepting a take-over offer
o a transaction with your immediate family.
If you are in any doubt as to whether any particular transaction would amount to
a dealing subject to the Code, you should contact either your Compliance Officer
or the Company Secretary in advance.
(c) If you are considering a UK single company personal equity plan to invest
in shares of the Company or a savings scheme you should look at Rule 16
below. Otherwise you may enter into a discretionary personal equity plan
(that is, a personal equity plan in which you have no involvement in
investment management) (or deal in units of an authorised investment trust)
without regard to the Code.
(d) You should note that there is an additional restriction on Board Directors
of the Company and any of its subsidiaries (and their immediate family
members) who are not allowed by law to deal in options in the Company's
shares.
B-2
<PAGE>
RULES
PROHIBITED DEALINGS
1. YOU MUST NOT DEAL IN THE COMPANY'S SHARES IN THE TWO MONTHS BEFORE THE
COMPANY ANNOUNCES ITS ANNUAL RESULTS OR DIVIDENDS AND ONE MONTH BEFORE THE
ANNOUNCEMENT OF HALF-YEARLY OR QUARTERLY RESULTS. These periods are
referred to as CLOSE PERIODS. Should the Company announce its results
within two months of the full year end, or one month of the 1st, 2nd and
3rd quarter end, the close period will run from the end of the relevant
period until the announcement. The Company will, in any event, notify you
of the dates of each close period. "Dealings" in shares for this purpose
also includes the exercise of a share option. However:
- if there are exceptional circumstances (e.g. a pressing financial
commitment) and you need to sell shares, you should talk to either the
Chairman (if you are a PLC director), the Company Secretary or your
Compliance Officer who may let you deal, although this is unlikely. If
he does let you deal, the Company will have to notify the London Stock
Exchange of the exceptional circumstances which led them to give you
permission;
- you may be allowed to exercise an option or right to purchase under an
employees' share scheme or to convert a convertible security where the
final exercise date falls within a close period if you could not
reasonably have been expected to exercise it earlier. If you need
further advice you should speak to the Company Secretary. Please note
that you will not be allowed to sell the shares you receive during the
close period.
2. You must not deal at any time in the Company's shares or other securities
if you have INSIDE INFORMATION. This is information of a specific nature
relating to the Company or its shares which has not been made public and if
it were would be likely to have significant effect on the price of the
Company's shares. Appendix II contains a list of matters which could be
regarded as inside information before they are made public. This list is
for guidance only and is not exhaustive.
3. You MUST NOT DEAL IN THE COMPANY'S SHARES ON CONSIDERATIONS OF A SHORT TERM
NATURE (for example, to make a quick profit). This is a fundamental
principle embodied in this Code and all your dealings should be undertaken
bearing this in mind.
4. You must not deal in the shares or other securities of any other London or
New York listed company (including AIM, USM and NASDAQ listed companies) if
you have inside information about that company which you have obtained
through your position with the Company or in any other way.
5. If you are not allowed to deal by Rules 2 and 4, you must not encourage
anyone else to deal or pass on the inside information you have (otherwise
than in the proper performance of your office or employment).
6. You must not deal in the Company's shares unless you have complied with the
Code.
IF YOU BREAK THE RULES REFERRED TO ABOVE YOU COULD BE COMMITTING A CRIME UNDER
BOTH UK AND US LAW.
B-3
<PAGE>
PROCEDURE TO BE FOLLOWED BEFORE DEALING
7. You must obtain specific approval before any dealing. EITHER - (If you are
a PLC director only) Complete an Authorisation Request Form (Copies of
which are available from the Company Secretary) and send it to the Chairman
OR - you should follow the local dealing rules applicable to you set out by
your Compliance department who will be notified if the Company is in a
"close period".
8. If you think you HAVE inside information about the Company, or its shares
you should disclose that information before a decision to deal is given.
9. You WILL be notified of the decision by the return of the Authorisation
Request Form duly completed. You must not deal until this has been returned
saying your request has been approved. Any refusal is final and binding and
will remain so until the circumstances causing the refusal have changed.
Generally a refusal to deal will occur if it is felt that you would be
deemed to have knowledge of matters which are price sensitive.
10. The authority to deal, where given, shall be for a maximum of one business
day following the date of grant and thereafter shall be renewable if no
share dealings take place.
11. The Company Secretary will keep a written record of dealing requests and
clearance in respect of Directors of the Company and written confirmation
that such advice and clearance (if any) have been recorded will be given to
the director concerned. A list of dealings by such persons will be
circulated to all board members with the papers for each board meeting. The
Company is also required by law to keep a register of directors' interests
in AMVESCAP shares and their dealings and to make this available for
inspection by, members of the Company.
12. ANY DEALINGS BY A BOARD MEMBER OF THE COMPANY OR ITS SUBSIDIARIES (AND
THEIR CONNECTED PERSONS) MUST BY LAW BE NOTIFIED TO THE COMPANY. THIS
SHOULD BE DONE VIA THE COMPANY SECRETARY BY THE DIRECTOR CONCERNED AS SOON
AS POSSIBLE AND IN ANY EVENT WITHIN 5 BUSINESS DAYS FOLLOWING THE DATE ON
WHICH THE DIRECTOR HIMSELF BECAME AWARE THAT HE HAD DEALT. THE COMPANY IS
REQUIRED TO NOTIFY THE LONDON STOCK EXCHANGE IMMEDIATELY IT RECEIVES SUCH
INFORMATION FROM A PLC DIRECTOR.
13. The prohibitions on dealings in Rules 1 to 3 also apply to persons
connected with you within the meaning of section 346 of the Companies Act
1985. "Connected persons" include husbands and wives, children under 18 and
associated companies and trusts (See Appendix III). You must seek to
prohibit these people from dealing when you yourself are not allowed to
deal. You should therefore make sure that all such persons are informed of:
(a) of your position within the Company and the Company's name;
(b) of close periods referred to in Rules 1 and 2 when they cannot deal;
(c) of any other periods when the director is not free to deal under the
provision of the Code (unless confidentiality prohibits him disclosing
such periods);
(d) that they should not deal in the Company's shares without prior
consent;
(e) that they must advise him immediately after they have dealt in the
Company's securities if they do so and, for board members of the
Company and its subsidiary (only), that they must report such dealings
to the Company.
You should endeavour to obtain consent for deals by such persons and report
their dealings as you do your own.
B-4
<PAGE>
IF YOU ARE AT ALL UNSURE AS TO YOUR ABILITY TO DEAL AS A RESULT OF THE
ISSUES ADDRESSED in this document you should consult with the Company
Secretary.
14. If you are a trustee the Code applies to dealings by your trust in the
shares of the Company. If you are a sole trustee the provisions of the Code
apply as if you were dealing on your own account. You should follow the
same procedure as for your personal dealings and only deal if you would be
allowed to do so under the Code. Where there are co-trustees, you should
inform them of your position with the Company and make them aware of the
matters referred to in Rule 13. If you are not also a beneficiary of the
trust, the other trustees or investment managers acting on their behalf may
deal in the Company's shares without reference to the Code provided they
act without consulting you and you are not involved in the decision to
deal. Otherwise, you should use your best endeavours to prevent the trust
dealing when you yourself are not allowed to deal.
15. If you are a beneficiary under a trust or you, or a person connected with
you, have investment funds under professional management (whether or not
discretionary), the Code also applies to dealings by the trust or the
investment managers in the shares of the Company. Again you should make the
trustees or the investment managers aware of the matters referred to in Rule
13 so they do not deal when you are not allowed to deal. You should ask them
to consult you before dealing in the Company's shares so you may seek
consent. You should also ensure that the trustees or investment managers
inform you immediately of dealings in the Company's shares so you may notify
the Company (through the Company Secretary).
16. You may enter into a single company personal equity plan or other scheme
involving regular payments by standing order or direct debit to be invested
solely in the Company's shares or a scheme involving a standing instruction
to reinvest dividends or to receive shares in lieu of dividends. However,
you may only do this if:
- you seek clearance under the Code before entering into the scheme or
plan and before cancelling it or varying its terms or carrying out sales
of the Company's securities within the plan;
- you do not enter into the plan or scheme or carry out the first purchase
within it in a close period or when you are otherwise prohibited from
dealing under this Code;
- you do not cancel or vary the terms of the plan or scheme or sell shares
within it within a close period or when you are otherwise prohibited
from dealing under this Code.
B-5
<PAGE>
APPENDIX I
SUMMARY OF THE INSIDER DEALING PROVISIONS
Under the insider dealing provisions of the Criminal Justice Act 1993, it is a
criminal offence for a person who has "inside information", as an "insider", to
deal in securities which are "price-affected securities", in relation to that
information, or to encourage another person to deal. It is also a criminal
offence for an insider to disclose the information to another person, other than
in the proper performance of his or her employment, office or profession. The
dealing in question must either be on a "regulated market", or it must involve a
"professional intermediary". Insider dealing is punishable with imprisonment of
up to seven years or a fine or both.
Inside information is specific information relating to particular securities or
to a particular issuer of securities or issuers of securities which has not been
made public and if it were would be likely to have a significant effect on the
price or value of any securities.
An insider is a person who knowingly has inside information from an inside
source, that is if:
(a) he or she has the information through being a director, employee or
shareholder of an issuer (not necessarily of the same issuer to which the
information relates);
(b) he or she has, it through having access to the information by virtue of his
or her employment, office or profession; or
(c) the direct or indirect source of the information is a person falling within
one of the above.
The legislation applies to a broad range of securities and includes not only
shares and debt securities, but also a number of derivative products. In the
case of shares or debt securities, these must be listed on one of the regulated
markets (broadly, all primary and secondary markets within the European Economic
Area). The derivatives must either be themselves so listed, or relate to a share
or debt security so listed. The legislation applies, for example, to the
Company's shares.
The prohibitions on dealing, encouraging dealing and disclosing information
apply in respect of securities which are price-affected securities in relation
to the information, which means that, if made public, the information would be
likely to have a significant effect on their price or value.
B-6
<PAGE>
APPENDIX II
NON-EXHAUSTIVE GUIDE OF INFORMATION TO BE REGARDED AS INSIDE INFORMATION
1. Information which may affect the Company's business prospects.
2. Information to enable the Company's shareholders and the public to appraise
the Company's position and avoid the creation of a false market in its
shares.
3. A major new development in the Company's sphere of activity.
4. A proposed change in the Company's capital structure.
5. Information regarding transactions required to be nodified to the Exchange
in accordance with Chapters 10 and 11 of its listing rules.
6. Information notified to the Company under Part VI of the Companies Act 1985
(relating to the disclosure of Interests in its shares).
7. Information relating to interests of a director of the Company in its
shares.
7.1 notified to the Company in accordance with Section 324 of the
Companies Act 1985 (as extended by Section 328 of that Act); or
7.2 entered in the Company's register in accordance with Sections 325(3)
and (4) of that Act.
8. Information relating to an interest of a person connected with a director
of the Company in its shares notified to the Company.
9. The grant to, or acceptance by, a director of the Company or a person
connected with the director of an option relating to the Company's shares
or of any other right or obligation to acquire or dispose of the Company's
shares or an interest in those shares and the acquisition, disposal,
exercise or discharge of, or a dealing with, an option, right or obligation
of that kind by the director, or a person connected with the director which
is notified to the Company.
10. A board decision to submit to the Company's shareholders a proposal for the
Company to be authorised to purchase its own shares, the outcome of the
shareholder's meeting and a purchase by or on behalf of the Company or any
of its subsidiary undertakings of the Company's shares.
B-7
<PAGE>
APPENDIX III
"CONNECTED PERSONS" UNDER THE COMPANIES ACT 1985
The following categories of persons are treated as "connected persons" in
relation to a director (under section 346 of the Companies Act 1985):
* the director's spouse, child (including illegitimate children) or
step-child (but excluding children over I8 years). If you have a child
over the age of 18 years who is financially dependent upon you then this
could also constitute grounds for seeking approval.
* a body corporate with which the director is "associated":
- broadly speaking this will cover companies where the director
(together with certain other persons "connected" with him) is interested
in 20% or more of the equity share capital or controls more than 20% of
the voting power. For the purposes of these 20% tests there will also be
attributed to the director shares held by companies "controlled" by him,
certain connected persons and his fellow directors (but for this purpose
a company is only considered "controlled" if more than 50% of the votes
or equity share capital is controlled).
* the trustees of any trust where the beneficiaries of the trust include:
- the director or his spouse, child (including illegitimate children)
or step-child but excluding children over 18.
- a body corporate with which the director is "associated" (including
discretionary trusts where these categories are among the class of
potential beneficiaries-but excluding employees' share schemes and
pension schemes)
* a partner of the director or another person "connected" with that
director under the paragraphs shown
* a Scottish firm where the director or a person "connected" with that
director under the paragraphs shown IS a partner
For the purposes of the Code, references to a director should be deemed to
include references to a relevant employee.
B-8
<PAGE>
AMVESCAP PLC
AUTHORISATION REQUEST FORM: SHARE DEALING BY DIRECTORS
1. NAME: ......................................................................
2. ADDRESS: ...................................................................
3. POSITION/COMPANY: ..........................................................
4. DATE OF COMMENCEMENT OF
DIRECTORSHIP/EMPLOYMENT: ...................................................
5. PROPOSED DEALING:
(a) Number of shares: ......................................................
(b) Nature of transaction
(i.e., buying/selling): ................................................
(c) Number of shares held after
completion of transaction: .............................................
(d) If the dealing is to be done by someone other than the above-named
director, please give details (e.g., director's/employee's
spouse/children/trust/private company):
........................................................................
6. OTHER INFORMATION:
NB: You must disclose to one of the directors responsible for dealing any
additional material facts (for example, such information as is described in
Rule 2, (Appendix II) of the Code)) which may affect the decision as to
whether the dealing should be permitted or not.
I .............................................................................,
declare that the information above is true and that I have read the rules as set
out in the Code. I understand that the information above may be referred to in
the event of a suspected breach of the Code. I will inform promptly the
[directors] responsible for dealing if there is a change in any of the above
circumstances. If the dealing is approved, I will instruct my stockbroker to
carry out the transaction * and will immediately notify the Group Company
Secretary when the transaction has been executed but in any event no later than
5 days afterwards.
Signature: ......................................
Date: ...........................................
ON COMPLETION, PLEASE HAND THIS FORM TO THE CHAIRMAN
--------------------------------------------------------------------------------
Request AUTHORISED/REFUSED* by .................................................
(* Delete whichever is not applicable)
Position: ......................................................................
Date: ..........................................................................
with the approval of (if so required) ..........................................
Position: ......................................................................
Date: ..........................................................................
THE AUTHORITY TO DEAL, WHERE GIVEN, SHALL BE FOR A MAXIMUM OF ONE BUSINESS
DAY FOLLOWING THE DATE OF GRANT AND THEREAFTER SHALL BE RENEWABLE IF NO SHARE
DEALING TAKES PLACE
B-9
<PAGE>
EXHIBIT C
COVERED ACCOUNT EXAMPLES
A. GENERAL DESCRIPTION OF FINANCIAL INTEREST
As used in the Procedures, FINANCIAL INTEREST will be interpreted in the
same manner as it would be in determining whether a person is subject to
Section 16 of the Securities Exchange Act of 1934, except that the
determination of such ownership shall apply to all securities, including
equity securities. For the purpose of that Act, FINANCIAL INTEREST means:
o the receipt of benefits substantially equivalent to those of ownership
through relationship, understanding, agreement, contract or other
arrangements; or
o the power to vest such ownership in oneself at once, or at some future
time.
Using the above general definition as a broad guideline, the ultimate
determination of FINANCIAL INTEREST will be made in light of the facts of
the particular case. Key factors are the degree of the individual's ability
to exercise control over the security and the ability of the individual to
benefit from the proceeds of the security. Employees are encouraged to seek
the advice of the Chief Compliance Officer if they have any questions
concerning whether or not they have a FINANCIAL INTEREST in a security.
B. GENERAL RULES
1. SECURITIES HELD BY FAMILY MEMBERS
Generally, a person is regarded to have a FINANCIAL INTEREST in
securities held in his/her name, as well as the name of his/her spouse
and their minor children. These relationships ordinarily confer to the
holders' benefits substantially equivalent to ownership. In addition,
absent countervailing facts, it is expected that securities held by
relatives who share the same home as the reporting person will be
reported as a Covered Account by such person.
2. SECURITIES HELD BY A CORPORATION OR PARTNERSHIP
Generally, ownership of securities in a company (i.e., corporation,
partnership, etc.) does not constitute FINANCIAL INTEREST with respect
to the holdings of the company in the securities of another issuer.
However, an owner of securities issued by a company will be deemed to
have a FINANCIAL INTEREST in the securities holdings of the company
where:
o the company is merely a medium through which one or several persons
in a small group invest or trade in securities;
o the owner owns 25% or more of the outstanding voting securities of,
or a 25% or more equity interest in, the company; and
o the company has no other substantial business.
In such cases, the person or persons who are in a position of control of
the company are deemed to have a FINANCIAL INTEREST in the securities
of the company.
3. SECURITIES HELD IN TRUST
FINANCIAL INTEREST in the securities of a private trust includes:
o the ownership of securities as a trustee where either the trustee or
members of his "IMMEDIATE FAMILY" have a vested interest in the
income or corpus of the trust;
o the ownership of a vested beneficial interest in a trust; and
o the ownership of securities as a settler of a trust in which the
settler has the power to revoke the trust without obtaining the
consent of all beneficiaries.
C-1
<PAGE>
As used in this section, the "IMMEDIATE FAMILY" of a trustee means:
o a son or daughter of the trustee, or a descendent of either
(including legally adopted children);
o a stepson or stepdaughter of the trustee;
o the father or mother of the trustee; and
o a spouse of the trustee.
4. NON-FINANCIAL INTEREST
FINANCIAL INTEREST does NOT include, however, indirect investment by any
person in the individual portfolio securities held by:
o any holding company registered under the Public Utility Holding
Company Act;
o any investment company registered under the Investment Company Act;
o a pension or retirement plan holding securities of an issuer whose
employees generally are the beneficiaries of the plan; and
o a business trust with over 25 beneficiaries.
Participation in a pension or retirement plan will result in FINANCIAL
INTEREST of the portfolio securities if plan participants can withdraw
and trade the securities without withdrawing from the plan.
Upon selling, transferring or otherwise disposing of securities in
another company's 401(k) plan, the transaction must be reported within
10 days to the Code of Ethics Officer if the transaction consists of
"reportable securities."
C. EXAMPLES OF FINANCIAL INTEREST
1. SECURITIES HELD BY FAMILY MEMBERS
EXAMPLE 1-A. X and Y are married. Although Y has an independent source
of income from a family inheritance and segregates her funds from those
of her husband's, Y contributes to the maintenance of the family's home.
X and Y have engaged in joint estate planning and have the same
financial advisor. Since X and Y's resources are clearly significantly
directed toward their common property, they are be deemed to have a
FINANCIAL INTEREST in each other's securities.
EXAMPLE 1-B. X and Y are separated and have filed for divorce. Neither
party contributes to the support of the other. X has no control over the
financial affairs of his wife. X is deemed to have no FINANCIAL INTEREST
in Y's securities.
EXAMPLE 1-C. X's adopted son Z lives in X's home. Z is self-supporting
and contributes to household expenses. X is deemed to have a FINANCIAL
INTEREST in Z's securities.
EXAMPLE 1-D. X's mother A, lives alone and is financially independent. X
has power of attorney over his mother's estate, pays all her bills and
manages her investment affairs. X borrows freely from A without being
required to pay back funds with interest, if at all. X takes out
personal loans from A's bank in A's name, and the interest from such
loans is paid from A's account. X is a significant heir of A's estate. X
is deemed to have a FINANCIAL INTEREST in A's estate.
2. SECURITIES HELD BY A COMPANY
EXAMPLE 2-A. O is a holding company with five shareholders. Although O's
company does no business on its own, it has several wholly owned
subsidiaries that manufacture oil related
C-2
<PAGE>
products. X is a controlling shareholder of O's company. X is deemed to
have a FINANCIAL INTEREST in the securities holdings of O.
3. SECURITIES HELD IN TRUST
EXAMPLE 3-A. X is trustee of a trust created for his minor children.
When both of X's children reach the age of 21, each will receive an
equal share of the corpus of the trust. X is deemed to have a FINANCIAL
INTEREST in the trust.
EXAMPLE 3-B. X is trustee of an irrevocable trust for his daughter. X is
a director of the issuer of the equity securities held by the trust. The
daughter is entitled to the income of the trust until she is 25 years
old and is then entitled to the corpus. If the daughter dies before
reaching 25, X is entitled to the corpus. X is deemed to have a
FINANCIAL INTEREST in the irrevocable trust.
C-3
<PAGE>
EXHIBIT D
[AIM FUNDS GRAPHIC OMITTED]
CERTIFICATION OF EXEMPT PERSON STATUS UNDER AIM'S CODE OF ETHICS
I understand that the policies and procedures governing personal securities
transactions set forth in the Procedures under AIM's Code of Ethics apply to all
employees except those who have been designated to be "Exempt Persons" by the
Code of Ethics Committee. I also understand that such designation exempts me
only from Section IV.C. of the Procedures, and that I must comply with all other
aspects of AIM's Code of Ethics and related Procedures.
I certify that I qualify as an "Exempt Person" under AIM's Code of Ethics
because:
(a) I work in a position that is unrelated to any AMVESCAP Company's
investment management, investment policy or investment strategy; and
(b) I have no day-to-day access to information on current investment strategy,
portfolio holdings and portfolio transactions; and
(c) my lack of day-to-day access to such information is due to physical
separation from such investment activities AND due to lack of access to
computer systems that could provide me with access to current portfolio
information.
I further certify that if I come into contact with such information, I will
immediately contact AIM's Chief Compliance Officer who will determine whether I
may continue my designation as an "Exempt Person".
Name (PLEASE PRINT):____________________________________________________________
(Please legibly PRINT your name as it appears on your paycheck)
Job Title:______________________________________________________________________
Department:_____________________________________________________________________
Date: ______________________________________ Phone Ext.:________________________
Signature:______________________________________________________________________
Supervisor's Signature:_______________________________________ Phone Ext:_______
D-1
<PAGE>
Exhibit E
Pre-Clearance of Personal Securities Transactions
Instructions: Please submit this completed form to the Code of Ethics Officer
for processing.
================================================================================
PERSONAL INFORMATION
================================================================================
Name:
--------------------------------------------------------------------------------
Employee Number:
--------------------------------------------------------------------------------
Department:
--------------------------------------------------------------------------------
Phone Number:
================================================================================
TRADE INFORMATION - PART 1
================================================================================
Name of Issuer/Security:
--------------------------------------------------------------------------------
CUSIP Number and TICKER Symbol:
--------------------------------------------------------------------------------
Transaction Type (Buy/Sell/Short Sale/Cover Short):
--------------------------------------------------------------------------------
Security Type (common, option, bond, etc.)
--------------------------------------------------------------------------------
Quantity (specify Par/Shares/Contracts):
--------------------------------------------------------------------------------
Date by which proposed transaction is to be completed:
(Must be within 10 calendar days of request date for De Minimis Exemptions, and
within 1 calendar day for all others.)
--------------------------------------------------------------------------------
Name of broker/dealer to provide duplicate confirmation to Compliance Office:
--------------------------------------------------------------------------------
NOTE: IF THIS IS YOUR FIRST TRADE, PLEASE LIST YOUR NETWORK LOGIN I.D. AND
E-MAIL ADDRESS:
================================================================================
Yes No Trade Information - Part 2
================================================================================
Will this security be purchased during the company's initial public
offering (IPO) period?
................................................................................
Are different classes of this security being offered in this IPO?
(If YES, please attach supporting documentation)
................................................................................
Are you an NASD registered rep or principal?
--------------------------------------------------------------------------------
Is this security on AIM's Restricted List?
--------------------------------------------------------------------------------
De Minimis Exemption requested? (If YES, please attach backup
documentation to support market capitalization of issuer)
................................................................................
Has a De Minimis Exemption been granted for a trade in this security
within the last 30 calendar days?
--------------------------------------------------------------------------------
Is this an unregistered or private placement security?
--------------------------------------------------------------------------------
Have you executed an opposite trade involving this security within
the last 60 days?
--------------------------------------------------------------------------------
Do any of the client accounts for which you provide investment advice
hold any securities of this issuer?
................................................................................
Have you considered any securities of this issuer for purchase by any
client accounts for which you provide investment advice within the
last 7 calendar days?
................................................................................
Are you aware of any potential trades in this security by any
client account?
================================================================================
EMPLOYEE CERTIFICATION
================================================================================
I have read AIM's Code of Ethics and related Procedures and I believe that this
transaction complies with AIM's Code and related Procedures. To my knowledge, my
execution of this trade will not violate any federal, state or firm rules or
regulations. If circumstances change I will immediately notify the Code of
Ethics Officer. To the best of my knowledge, no AIM client account is
considering the purchase or sale of the same (or equivalent) securities of this
issuer.
I understand that if an AIM client account trades in this same (or equivalent)
security within 7 calendar days after my trade, I may be required to unwind or
reverse this transaction and disgorge profits, if any. I will execute this trade
within 1 business day of receiving approval from the Compliance Office, and
within 10 calendar days if a De Minimis Exemption was granted.
Signature: Date:
--------------------------------------------------------------------------------
Page 1
<PAGE>
Exhibit E
Pre-Clearance of Personal Securities Transactions
(To be completed by the Compliance Office and Trading Desk.)
================================================================================
SECURITY INFORMATION
================================================================================
CUSIP Number or TICKER Symbol:
--------------------------------------------------------------------------------
Issuer/Security Name:
--------------------------------------------------------------------------------
================================================================================
INVESTMENTS DEPARTMENT REVIEW
================================================================================
Do any AIM client accounts currently hold this (or an equivalent)
security?
--------------------------------------------------------------------------------
Have any transactions involving this (or an equivalent) security been
made in any AIM client account within the last 7 calendar days?
--------------------------------------------------------------------------------
Are there any pending or anticipated transactions by any AIM client
account involving this (or an equivalent) security?
--------------------------------------------------------------------------------
Reviewed By: Date:
--------------------------------------------------------------------------------
================================================================================
Compliance Office Review
================================================================================
De Minimis Exemption Granted -- YES or NO?
--------------------------------------------------------------------------------
Request AUTHORIZED/DENIED by: Date:
--------------------------------------------------------------------------------
Reviewed By: Date:
--------------------------------------------------------------------------------
Comments:
--------------------------------------------------------------------------------
Page 2
<PAGE>
Page____ of ____ EXHIBIT F
(PRIVILEGED AND CONFIDENTIAL)
================================================================================
================================================================================
Brokerage Accounts Listings
(PLEASE PRINT LEGIBLY ON THIS FORM.)
Employee Name:__________________________________________________________________
Date:___________________________________________________________________________
Department / Phone No. _________________________________________________________
Employee Number:________________________________________________________________
I HAVE A FINANCIAL INTEREST** IN THE FOLLOWING ACCOUNTS THAT ARE HELD AT THE
FOLLOWING BROKER/DEALERS, COMPANIES OR OTHER INSTITUTIONS:
<TABLE>
<CAPTION>
====================================================================================================================================
Name of Registered Name & Address: Broker/Dealers, Account Account Registration
Representative Companies or Other Institutions Number (i.e., Jt Ten, JTWROS, UGTMA)
====================================================================================================================================
<S> <C> <C> <C>
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</TABLE>
(USE REVERSE SIDE TO ENTER ADDITIONAL INFORMATION.)
I have identified above all applicable brokerage, company and other
institutional accounts in which I have a direct or indirect beneficial ownership
interest.
I understand that I must contact the Code of Ethics Officer at the time an
account is closed and/or new account is opened.
SIGNATURE OF EMPLOYEE:__________________________________________________________
**Securities in which you have a financial interest include, for example, your
own securities held in a brokerage account as well as securities in accounts of
your spouse or minor children, adults living in your home and securities in
trusts for which you are a trustee or in which you have a financial interest.
Please call the Code of Ethics Officer if you are not sure that you have a
financial interest in a brokerage account.
================================================================================
================================================================================
<PAGE>
Page____ of ____ EXHIBIT F
<TABLE>
<CAPTION>
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Name of Registered Name & Address: Broker/Dealers, Account Account
Representative Companies or Other Institutions Number Registration
====================================================================================================================================
<S> <C> <C> <C>
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</TABLE>
<PAGE>
Exhibit G
[GRAPHIC OMITTED]
MEMORANDUM
To: Code of Ethics Officer
From: _____________________________________
Date: _____________________________________
Subject: Personal Securities Transaction Report
--------------------------------------------------------------------------------
This Personal Securities Transaction Report is submitted pursuant to the
Procedures under AIM's Code of Ethics. The table below lists information
with respect to purchases or sales in any REPORTABLE SECURITY in which I
may be deemed to have a financial interest. I hereby certify that:
1. I am fully familiar with AIM's Code of Ethics and related Procedures.
2. To the best of my knowledge, the information furnished in this Report
is complete, true and correct.
________________________________________
Employee Signature
============================================================================
Trade Security Shares or Trans Price/ Broker/Dealer
Date Issuer Type Par Amt. Type Unit or Bank
============================================================================
----------------------------------------------------------------------------
----------------------------------------------------------------------------
----------------------------------------------------------------------------
----------------------------------------------------------------------------
----------------------------------------------------------------------------
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IMPORTANT NOTE: This Report is due no later than 10 CALENDAR DAYS
following trade date.
G-1
<PAGE>
Page____ of ____ EXHIBIT H
(PRIVILEGED AND CONFIDENTIAL)
================================================================================
================================================================================
Employee Report of Holdings in Reportable Securities
Initial / Annual Disclosure of Personal Securities Holdings (Holdings Report)
--------------------------------------------------------------------------------
(PLEASE PRINT LEGIBLY ON THIS FORM)
Date:_____________________________________________________
Employee Name:____________________________________________
List each security only once even if held in multiple accounts (i.e., Trusts, Jt
Ten, JTWROS, UGTMA's, etc.)
I have a financial interest** in the following reportable securities:
================================================================================
Type of Security (i.e.,
common, preferred, debt) Name of Security
================================================================================
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(USE REVERSE SIDE TO ENTER ADDITIONAL INFORMATION.)
I have identified above, all securities in which I have a direct or indirect
beneficial ownership interest. I understand that I must contact the Senior
Compliance Officer at the time an account is closed and/or new account is
opened.
**Securities in which you have a financial interest include, for example, your
own securities held in a brokerage account as well as securities in accounts of
your spouse or minor children, adults living in your home and securities in
trusts for which you are trustee or in which you have a financial interest and
accounts over which you have influence or control. Please call the Chief
Compliance Officer, if you are unsure if you have a beneficial ownership
interest in a brokerage account.
================================================================================
================================================================================
<PAGE>
Page____ of ____ EXHIBIT H
================================================================================
================================================================================
Type of Security (i.e.,
common, preferred, debt) Name of Security
================================================================================
--------------------------------------------------------------------------------
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--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
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--------------------------------------------------------------------------------
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================================================================================
================================================================================
<PAGE>
Exhibit J
[GRAPHIC OMITTED]
PRE-CLEARANCE OF PRIVATE PLACEMENT INVESTMENTS AND TRANSACTION REPORT
Instructions: Please submit this completed form, along with a current offering
circular (or similar document), to the Code of Ethics Officer for processing.
================================================================================
PERSONAL INFORMATION
================================================================================
Name: Employee Number:
--------------------------------------------------------------------------------
Department: Cost Center:
================================================================================
PRIVATE PLACEMENT INFORMATION
================================================================================
Issuer Name/Security Description:
--------------------------------------------------------------------------------
Planned Date of Investment: Investment Amount:
--------------------------------------------------------------------------------
Your Relationship to this Company: Percentage of Company
Owned Following this
Investment:
--------------------------------------------------------------------------------
Are you aware of any known relationship between the Company and any AMVESCAP
Company? If yes, please describe:
--------------------------------------------------------------------------------
Are/will you be a member of If so, position held:
the Board of Directors?
--------------------------------------------------------------------------------
Senior Officers of the Company:
--------------------------------------------------------------------------------
How did you learn of this private placement opportunity?
--------------------------------------------------------------------------------
Additional information:
================================================================================
EMPLOYEE CERTIFICATION
================================================================================
I am fully aware that I must continue to abide by AIM's Code of Ethics and
related Procedures. To my knowledge, I will not be violating any federal, state
or firm rules or regulations, and if circumstances change I will immediately
notify the Code of Ethics Officer. Further, I believe that:
(1) the above security is not a suitable investment for any AIM Funds or
private accounts;
(2) an investment in the above security is unique to the circumstances of the
undersigned;
(3) an investment in the above security does not involve employment at AIM as a
consideration by the offeree; and
(4) no overreaching will or could occur as a result of this investment.
I will notify the Code of Ethics Officer immediately upon learning that this
company is proposing to engage in a public securities offering. This document
will also act as my trade confirmation. In the event I decide not to participate
in this private placement, I will promptly notify the Code of Ethics Officer.
Signature: Date:
================================================================================
COMPLIANCE OFFICE REVIEW
================================================================================
Request AUTHORIZED/DENIED by: Date:
--------------------------------------------------------------------------------
Position:
--------------------------------------------------------------------------------
<PAGE>
Exhibit I
[GRAPHIC OMITTED]
DELEGATED DISCRETIONARY ACCOUNT REQUEST FOR PRE-CLEARANCE EXEMPTION
Instructions: Please submit this completed form, along with an executed (signed)
copy of the investment advisory agreement, to the Code of Ethics Officer for
processing.
================================================================================
PERSONAL INFORMATION
================================================================================
Name: Employee Number:
--------------------------------------------------------------------------------
Department: Cost Center:
================================================================================
DELEGATED DISCRETIONARY ACCOUNT INFORMATION
================================================================================
Account Registration:
--------------------------------------------------------------------------------
Name of Party with Investment Discretion:
--------------------------------------------------------------------------------
Broker Name: Account Number:
================================================================================
EMPLOYEE CERTIFICATION
================================================================================
I have beneficial ownership interest in this Covered Account, but investment
decisions are made by an independent fiduciary who is authorized by written
contract to make all investment decisions without discussing such decisions with
me.
I certify that I have not and will not discuss any potential investment
decisions with the independent fiduciary with discretion over this Covered
Account. I am fully aware that I must continue to abide by AIM's Code of Ethics
and related Procedures, and accordingly, I have informed my investment advisor
of AIM's trading policies and restrictions.
I have updated my brokerage accounts information on file in the Compliance
Office to include the broker/dealer executing trades for this Covered Account
and have made arrangements for duplicate broker confirmations and
monthly/quarterly statements to be sent to the Code of Ethics Officer.
Signature: Date:
================================================================================
INVESTMENT ADVISOR CERTIFICATION
================================================================================
I certify that I have not and will not discuss any potential investment
decisions for the Covered Account listed above prior to or after any
transactions for such account. Further, I have been informed of AIM's trading
policies and restrictions for this Covered Account.
Signature: Date:
================================================================================
COMPLIANCE OFFICE REVIEW
================================================================================
Request AUTHORIZED/DENIED by: Date:
--------------------------------------------------------------------------------
Position:
--------------------------------------------------------------------------------
Comments:
--------------------------------------------------------------------------------
<PAGE>
Exhibit K
[GRAPHIC OMITTED]
INVESTMENT CLUB PARTICIPATION REQUEST
Instructions: Please submit this completed form, along with a current brokerage
statement of the Investment Club's security holdings, to the Code of Ethics
Officer for processing.
================================================================================
PERSONAL INFORMATION
================================================================================
Name: Employee Number:
--------------------------------------------------------------------------------
Department: Cost Center:
================================================================================
INVESTMENT CLUB INFORMATION
================================================================================
Name of Investment Club:
--------------------------------------------------------------------------------
Principals of Investment Club:
--------------------------------------------------------------------------------
Are you a member of the Do you control any of the
board of directors? investment decisions?
--------------------------------------------------------------------------------
Do you make individual Are you involved in subsidizing
investment recommendations? the Club?
================================================================================
EMPLOYEE CERTIFICATION
================================================================================
I am fully aware that I must continue to abide by AIM's Code of Ethics and
related Procedures, and accordingly, I have informed the Investment Club of
AIM's trading policies and restrictions. I have updated my brokerage accounts
information on file in the Compliance Office to include the broker/dealer
executing trades for this investment club. Further, I will direct this
investment club to send duplicate broker confirmations to the Code of Ethics
Officer.
Signature: Date:
================================================================================
COMPLIANCE OFFICE REVIEW
================================================================================
Request AUTHORIZED/DENIED by: Date:
--------------------------------------------------------------------------------
Position:
--------------------------------------------------------------------------------
Comments:
--------------------------------------------------------------------------------
<PAGE>
EXHIBIT L
[GRAPHIC OMITTED]
INITIAL / ANNUAL ACKNOWLEDGMENT FORM
I have read AIM's Code of Ethics and the related Procedures. I understand
the requirements thereof and recognize that I am subject to the Code and related
Procedures, and except as otherwise disclosed to the Compliance Office, I
certify that I have, to date, complied with, and will continue to comply with,
such requirements. In addition, I have reported to the Compliance Office all
personal securities transactions required to be reported under the Code and
related Procedures. I understand that any violation of the Code or related
Procedures may lead to sanctions or significant remedial action.
I understand that there are prohibitions, restrictions and blackout
periods on certain types of securities transactions and that I may be subject to
disgorgement proceedings on transactions that are inconsistent with the Code or
related Procedures.
If I am a Covered Person or NASD-registered representative/principal, I
have reported to the Compliance Office all additions and/or deletions of
brokerage accounts for reportable securities in which I have a financial
interest. If I am a Covered Person, I have also disclosed to the Compliance
Office all personal securities holdings in which I have a financial interest and
will continue to do so on an annual basis as long as I am employed by AIM. In
addition, I have disclosed below all directorship/trusteeship position(s) held
during the past year.
Name____________________________________________________________________________
(Please legibly PRINT your name as it appears on your paycheck)
Signature_______________________________________________________________________
Date____________________________________________________________________________
Listed below are the directorships/trusteeships that I currently hold:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
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L-1
