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EXHIBIT (p)(14)
[LOGO OF INVESCO FUNDS]
INVESCO Funds Group, Inc. & INVESCO Distributors, Inc.
Compliance and Business Policies
INTRODUCTION
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INVESCO's compliance and business policies adhere strictly to sound investment
principles and practices and to the highest of ethical standards. Our policies
are intended to ensure full conformity to the rules and regulations of our
regulatory organizations.
The responsibility for following the policies and procedures rests with you, the
employee. While INVESCO has a variety of procedures to oversee compliance, a
conscientious, professional, and ethical attitude on your part will ensure that
we fulfill the rules, regulations and business customs of our industry.
Every attempt has been made to cover all requirements, however, your good
judgment is required for the success of INVESCO's compliance program. You should
be familiar with the procedures and policies in this manual.
Occasionally, questions may arise which cannot be answered through this manual.
In this instance, questions should be directed to the Legal & Compliance
department.
Disciplinary sanctions such as suspension, with or without pay, or termination
of employment may be imposed against any person who fails to adhere to the
policies and procedures set forth in this manual.
On an annual basis, each INVESCO officer, director, and employee will be
required to provide a written certification that he or she has read and
understands the policies in the manual, recognizing that he or she is subject to
the policies. In addition, on an annual basis each INVESCO officer, director,
and employee will be required to certify in writing the disclosure of all
personal securities transactions and reportable accounts.
Questions regarding the contents of this manual should be directed to:
Stephanie Barres, ext. 6475
Tison Cory, 6829
Tane Tyler, Assistant General Counsel, ext. 6243
Glen Payne, General Counsel, ext. 6200
Code of Ethics
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As members of an organization serving the public, all employees are guided in
their actions by the highest ethical and professional standards.
1. The general conduct of all employees must at all times reflect the
professional nature of the business we are in. INVESCO employees are
judicious, accurate, objective and reasonable in dealing with both
clients and other parties. The personal integrity of all employees must
be beyond the slightest shadow of a doubt.
2. All INVESCO personnel must act within the spirit and the letter of all
federal, state, and local laws and regulations pertaining to the
securities business.
3. At all times, the interest of the client has precedence over any
personal interest.
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4. All officers, directors and employees shall obtain written prior
approval before placing a securities transaction (as listed in the
following INVESCO policies).
5. INVESCO personnel will not accept compensation of any sort for
services, from any outside source without the permission of the CEO or
their representative.
6. When personal interests conflict with the interests of INVESCO and it's
clients, the employee will report the conflict to the Legal &
Compliance department for resolution.
7. Recommendations and actions of INVESCO are confidential and private
matters between INVESCO and its clients. It is INVESCO's policy to
prohibit, prior to general public release, the transmission,
distribution or communication of any information regarding securities
transaction of client accounts except to broker/dealers in the ordinary
course of business.
8. No information obtained during the course of employment regarding
particular securities (including reports and recommendations of
INVESCO) may be transmitted, distributed, or communicated to anyone who
is not affiliated with INVESCO. In addition, an employee in possession
of this information may not use this information for their own personal
gain.
9. The policies and guidelines set forth in this Code of Ethics must be
strictly adhered to by all INVESCO employees. Severe disciplinary
actions, including dismissal, may be imposed for violations of this
Code, including the guidelines that follow.
Guidelines for Avoiding Prohibited Acts
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INVESCO employees are prohibited from the following ("Prohibited Acts"):
1. Soliciting or recommending purchases, sales or reinvestment in
securities not in accordance with the client's investment objectives
and guidelines.
2. Attempting to use their influence to cause any client account to
purchase, sell or retain any securities for the purpose of seeking any
form of personal gain.
3. Warranting the value or price of any security or guaranteeing its
future performance.
4. Promising or representing that an issuer of securities will meet its
obligations or will fulfill its investment or business objectives in
the future.
5. Agreeing to protect a client against loss by repurchasing a security at
some future time.
6. Owning or taking title to any funds or assets of a client.
7. Maintaining a joint brokerage or bank account with any client; sharing
any benefit, profit or loss resulting from securities transactions with
any client; or entering into any business transaction with any client.
8. Borrowing money or securities from any client, regardless of the
relationship between the client and INVESCO representative.
9. Owning, operating, managing or otherwise engaging in or being employed
by any outside business activity on either a full-time or part-time
basis without the prior written approval of the President or CEO.
10. Violating or failing to abide by INVESCO's policy designed to detect
and prevent insider trading, and INVESCO policy regarding buying and
selling AMVESCAP shares or ADR's.
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11. Entering orders in any account for which there is no client.
Any employee who becomes aware of any conduct which might violate the Prohibited
Acts listed above, any laws or regulations, or improper or unauthorized actions,
should report such conduct to their supervisor. Any questions about the conduct
required by INVESCO should be directed to the Legal & Compliance department.
Need-to-Know Policy
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In conjunction with the policies regarding insider trading and material
information, INVESCO maintains a Need-to-Know Policy. This policy has been
adopted to prevent even the appearance of impropriety.
As INVESCO diversifies its products and services, we must be aware that
potential conflicts may arise. For instance, in the normal course of business
with a retirement plan, INVESCO may receive confidential information about the
plan's company (such as imminent lay-offs, poor earnings, etc.) that may be
material to a portfolio manager holding the stock and trying to determine to buy
or sell the securities.
In consideration of our professional responsibilities, and under law, INVESCO
must not use nonpublic information improperly to benefit INVESCO, a client, or
an individual. INVESCO personnel should always make every effort to avoid even
the appearance of misusing nonpublic information.
In light of this, INVESCO employees who have nonpublic information must not
disclose it to anyone who does not have a "need to know." This policy, also know
as a "Fire Wall," is designed to keep the information confidential. While there
may be times in which trading or other activities must be restricted, reliance
on a successful operating Fire Wall allows INVESCO to minimize such
restrictions. The Fire Wall permits INVESCO personnel in non-affected areas to
continue to engage in activities involving a particular company's securities.
Under the Fire Wall policy, those on the "informed" side of the wall have a
special duty to ensure that appropriate standards or confidentiality are
maintained. For those on the "uninformed" side of the wall, a corresponding duty
exists. All INVESCO personnel are prohibited from making any effort to obtain
nonpublic information that may be in the possession of other parts of the
organization. Again, INVESCO employees who have nonpublic information must not
disclose it to anyone who does not have a need to know.
When material information is communicated, whether to other personnel or to
those outside the organization, the second person is then "brought over the
wall" and is then prohibited from effecting transactions in the concerned
company securities until the information is made public. Therefore, extreme care
should be taken to ensure that they are not put in a position of nonpublic
information about other transactions that might prejudice or inhibit the
appropriate performance of their other functions in their normal area of
operation.
Any questions as to whether a piece of information is material or should not be
communicated should be directed to the Legal & Compliance department of INVESCO.
This policy is to be read in conjunction with the
INVESCO Personal Securities Trading Policies.
GIFTS AND GRATUITIES
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In compliance with the National Association of Securities Dealers Regulation,
Inc. (NASDR) Conduct Rule 3060 (a): No officer, director, or employee of INVESCO
shall directly or indirectly accept in any one year gifts, gratuities or favors
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in excess of $100 per individual per year from any one broker/dealer without the
prior written approval of the Legal department.
In connection with the retail sale or distribution of shares of the INVESCO
Funds products (retail, variable, etc.), no officer director, or employee
covered by this policy may offer or pay to any broker/dealer anything of
material value over $50, and no broker/dealer may solicit or accept anything of
material value (over $50). See NASDR Conduct Rules 2820 & 2830.
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Gifts or gratuities of any amount to any fiduciary of an existing or prospective
ERISA account, or any associated person thereof, should be pre-approved in
writing by the Legal Department. The U.S. Department of Labor (DOL) has specific
regulations regarding this issue which may necessitate a review for individual
clients.
Lavish or frequent entertainment may be considered a gift. NASDR Rules require
that the receipt of a gift or the giving of a gift must be documented.
Recordkeeping for gifts is maintained in the Legal department.
To report a gift, complete the Gift Reporting Form and forward to
Stephanie Barres, Mail Stop 201.
Activities Outside of INVESCO
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If you wish to accept a position with a corporation (public or private),
charitable organization, foundation or similar group, you should seek prior
approval. Submit a memorandum detailing the proposed activity to the Human
Resources department, the Chief Executive Officer and to the General Counsel.
The memorandum should state the compensation or benefits, direct or indirect,
that you will receive from your participation and the nature of the time
commitment involved. These types of requests will be treated on a case-by-case
basis with the interests of INVESCO and its clients being paramount.
If authorization to serve on the board of directors of a company is granted, the
INVESCO officer, director or employee serving as a director shall refrain from
any direct or indirect involvement in the consideration for purchase or sale and
in the purchase of sale by any INVESCO client. For example, securities of the
company of which the INVESCO officer, director or employee serves as a director,
or any securities of an affiliate of such company, should not be purchased for
INVESCO clients.
From time to time our employees are asked to serve as Directors, Advisory
Directors, Trustees or officers of various corporations, charitable
organizations, foundations and the like--these may be paid or volunteer.
Sometimes the corporations are public or are thinking of becoming public and
sometimes they are closely held corporations never expected to be publicly
traded. Some of the activities may involve participation in, or knowledge of,
proposed financial investments by the group involved. This section will briefly
address the issues raised by these activities.
There is no absolute prohibition on an INVESCO employee participating in outside
activities. As a practical matter, however, there may be circumstances in which
it would not be in INVESCO's best interest to allow employees to participate in
outside activities. The first consideration must be whether the activity will
take so much of the employee's time that it will affect his or her performance.
As important, however, is whether the activity will subject the employee to
conflicts of interest that will reflect poorly on both him or her and INVESCO.
Our business is such that we must adhere strictly to the highest ethical
standards and strive to avoid even the appearance of impropriety and conflict.
It is impossible to anticipate every conflict that may arise, but activities
should be limited to those that have the least probability of creating them. For
example, serving on the board of a publicly traded company has clear potential
for conflict, while serving on the board of a charitable organization generally
does not.
Another consideration is that under the law, INVESCO and its employees must not
use non-public material information improperly to benefit themselves or
INVESCO's clients. It is conceivable, for example, that as an advisory board
member, you may receive material non-public information about certain public
companies. If this occurs, you would be prohibited from effecting transactions
(either for your account or client accounts) until the information either is
made available to the public or ceases to be material. You would also be
required to keep the information confidential and, pursuant to our Code of
Ethics and Insider Trading Policies, avoid using the information to effect
trades.
Additionally, even if you are positive that you do not have any "insider
information," unforeseen market events may make it look as if you did -- e.g.,
you sell securities of a company that subsequently reports an adverse event
(e.g., loss of a major customer, departure of key employees, etc.). It is
virtually impossible to prove a negative -- that you didn't know about the event
-- and it may make it difficult to win any lawsuit that is brought or to
mitigate any resulting adverse publicity.
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Business Card Policy
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It is the policy of INVESCO, that the business cards of the officers and
employees of INVESCO be accurate, clear, and not misleading to the recipient.
The SEC and NASDR categorize business cards as advertising material, and thus
apply all general marketing rules to business cards. Accordingly, when
developing and disseminating business cards, certain guidelines should be
followed. Also, as with all advertising and marketing materials, approval should
be obtained from the Legal & Compliance department.
Standard INVESCO business cards prepared by the marketing Communications group
meet all the necessary requirements. INVESCO Funds employees should only use
business cards ordered from the Communications group.
Employee Political and Charitable Contributions
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INVESCO realizes that, as active members of the community and involved citizens,
its employees often participate in political and charitable projects and
activities that may include donations and contributions by employees to
political candidates or charitable organizations.
Although INVESCO encourages civic and community involvement by its employees,
INVESCO desires to avoid any situation that raises a conflict of interest or
that creates an appearance of impropriety in the context of INVESCO's business
relationships. Specifically, this policy prohibits employees from making
political or charitable contributions when the solicitation or request for such
contributions implies that continued or future business with INVESCO depends on
making such a contribution. Similarly, no contribution should be made that
creates the appearance that INVESCO stands to benefit in its business relations
because of an employee's contribution.
Campaign Contributions
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Both federal and state campaign finance laws include limits on political
contributions that employees may make. Under federal law, the maximum amount an
individual may contribute to a political candidate is $1,000 per election. The
limits imposed by state law vary.
Generally, INVESCO policy is that all contributions made by employees must be
entirely voluntary and should only be in an amount that is determined by the
employee, taking into account this policy, to be unlikely to influence the
candidate's judgment regarding any continued or future business with INVESCO. No
contributions should be made that create the appearance of any of the conflicts
discussed. In no case may any contribution exceed the applicable federal or
state limitations.
If an employee is unsure if a particular political contribution would be in
compliance with this policy, they should consult the Legal & Compliance
department.
Contract Recordkeeping
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All signed original agreements entered into on behalf of INVESCO should be sent
to the Legal & Compliance department for inclusion in the contract database, and
for disaster recovery purposes.
Only officers (Assistant Vice President, Vice President, and Senior Vice
President) of INVESCO Funds Group, Inc., and of INVESCO Distributors, Inc., may
sign contacts on behalf of INVESCO. Contact your department head to determine
the appropriate officer to sign a contract.
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_______________________________________________________________________________
INVESCO Personal Securities Trading Policies
(Substantially identical to the policies applicable
to all AMVESCAP entities Globally)
I. Core Principles (All Employees)
A. Employees have a duty to serve the best interests of clients and not to
engage in conduct that is in conflict with such interests.
B. Employees are prohibited from misusing "inside information".
C. Employees are permitted to acquire shares of AMVESCAP PLC ("AMVESCAP")
through authorized share purchase schemes (including the AMVESCAP
International Sharesave Plan) and otherwise in a manner consistent with
applicable law.
D. Employees are encouraged to invest in mutual funds, unit trusts and other
collective investment vehicles sponsored by subsidiaries of AMVESCAP.
E. Subject to certain exceptions set forth in these Policies employees are
permitted to invest in other securities if they observe applicable laws
and regulations and both the letter and spirit of these Policies.
F. These Policies operate as a minimum "threshold" standard, and it is
recognized that the Company's operating divisions and individual business
units may wish to establish stricter standards. Less strict standards than
those set forth in these Policies are generally discouraged and will be
permitted only on an exceptional "case by case" basis and only where such
exceptions are permitted by applicable law and are not inconsistent with
these Core Principles.
II. Prohibition Against Insider Trading (All Employees)
A. Terms and Definitions - As used in this Section II, certain key terms have
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the following meanings:
1. "Insider" - The concept of "Insider" is broad, and includes at a minimum
all directors, officers and employees of a company. Directors, officers
and employees of AMVESCAP and its subsidiary companies are deemed to be
Insiders of AMVESCAP. In addition, any person may be a temporary Insider
if he/she enters into a special, confidential relationship with a company
in the conduct of its affairs and, as a result, has access to non-public
information developed for the company's purposes. Thus, any person
associated with AMVESCAP or any of its subsidiaries may become a temporary
Insider of a company which is advised by a subsidiary or for which a
subsidiary performs other services. Temporary Insiders of a company may
also include, for example, its attorneys, accountants, consultants and
other agents, or employees of its bank lenders and major customers.
2. "Insider Trading" - While the law concerning "Insider Trading" is not
static, it generally includes: (1) trading by an Insider while in
possession of Material or Market/Price Sensitive Non-Public Information;
(2) trading by non-insiders while in possession of Material or
Market/Price Sensitive Non-Public Information either improperly obtained
by the non-insider or disclosed to the non-insider by an Insider in
violation of the Insider's duty to keep it confidential; and (3)
communicating Material or Market/Price Sensitive Non-Public Information to
others.
3. "Material Information" (U.S. terminology) and "Market or Price Sensitive
Information" (U.K. terminology) - These terms generally include (1) any
information that a reasonable investor would likely consider to be
important to making an investment decision; and (2) any information that
is reasonably certain to have a substantial effect on the price of a
company's securities. Examples of Material or Market/Price Sensitive
Information include (but are not limited to) changes in dividends or
dividend policy, earnings estimates or changes in previously released
earnings estimates, developments concerning significant merger or
acquisition proposals, developments in major litigation, and significant
changes in management.
4. "Non-Public Information" - Information is "non-public" until it has been
effectively communicated to the market and the market has had time to
"absorb" the information. For example, information found in a report filed
with the Securities and Exchange Commission, or appearing in Dow Jones,
Reuters Economic Services,
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The Wall Street Journal or other publications of general circulation would
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be considered public.
B. General Prohibition - All Directors, officers and employees (including
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contract employees and part-time personnel) of AMVESCAP, its subsidiaries
and affiliated companies worldwide, are prohibited from engaging in
Insider Trading. This prohibition applies to both personal and client
accounts.
C. Reporting Obligation - Any Director, officer or employee (including any
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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 his/her
legal/compliance department, which will review the matter and provide
further instructions as to the appropriate handling of the information.
III. Policies and Procedures Governing Personal Securities
Transactions Generally (Covered Persons only)
A. Covered Persons - The policies and procedures set forth in this Section
III apply to Directors, officers and employees of AMVESCAP, its
subsidiaries and affiliated companies ("AMVESCAP Companies") who are
deemed to be "Covered Persons" as defined herein. The term "Covered
Persons" includes all such Directors, officers and employees except those
who have been determined to be "Exempt Persons" by the relevant management
committee of an operating division of AMVESCAP or its designee ("Relevant
Management Committee").
B. Exempt Persons - An "Exempt Person" must meet all of the following
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criteria:
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1. Work in a position which is unrelated to any AMVESCAP Company's
investment management, investment policy or investment strategy
activities and who has no day-to-day access to information on
current investment strategy, portfolio holdings and portfolio
transactions;
2. Demonstrate lack of day-to-day access to such information by
factors such as physical separation (e.g. employment in a
facility physically separated from the locations where
investment-related activities occur) and lack of access to
computer systems that would provide access to portfolio
information;
3. Annually sign a statement to the effect that such person has no
actual access to such information, and that if he/she comes into
contact with such information he/she will promptly notify his/her
legal/compliance department who will determine, based on a review
of the employee's circumstances, whether he/she may continue to
be designated as an "Exempt Person".
Note: Each exempt person's status will be reviewed periodically
by the legal/compliance department. If any one of the above
requirements is not met, the employee will immediately be
considered to be a covered person.
C. General Policy
1. Covered Persons may not engage in personal securities transactions that
create an actual or potential conflict of interest with client trading
activity. Thus Covered Persons have a fiduciary responsibility to ensure
that all client trading activity in a security is completed before
engaging in personal securities transactions in the same security.
2. For purposes of this Section III the term "personal securities
transaction" includes any transaction by a Covered Person for a "Covered
Account", defined as any account: (a) in which a Covered Person has a
direct or indirect financial interest; or (b) over which such Covered
Person has direct or indirect control over the
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purchase or sale of securities. Such Covered Accounts may include, but are
not limited to, accounts of a spouse, minor child, relative, friend, or
personal business associate.
D. Pre-clearance Requirements
1. General Requirement -
a. A Covered Person may not engage in a personal securities transaction
unless it has been pre-cleared by his/her legal/compliance department
following a determination that the transaction does not give rise to an
actual or potential conflict of interest with client activity in the same
security. This determination shall not be made, and pre-clearance shall
not be given, if there has been a client account transaction in the same
security within seven (7) calendar days of the proposed personal
securities transaction (the "7-Day Rule").
b. Subject to oversight by the Relevant Management Committee, the
legal/compliance department has responsibility for setting the policy for
determining which client accounts will be matched against each Covered
Person's personal securities transactions.
c. The pre-clearance requirements and procedures set forth in this paragraph
D apply to personal securities transactions in any security that is not
the subject of an exception set forth in paragraph F below, and
specifically apply to transactions in shares of AMVESCAP and to
transactions in shares of closed-end investment companies and closed-end
investment trusts managed by an AMVESCAP company.
d. In the case of personal securities transactions involving the purchase or
sale of an option on an equity security, the legal/compliance department
will determine whether to pre-clear the transaction by matching the
personal securities transaction against client account activity in both
the option and the underlying security.
e. It shall be the responsibility of the legal/compliance department
following pre-clearance of a personal securities transaction, to monitor
client account activity in the same security for the following seven (7)
calendar days to determine whether the appearance of a conflict is
present, either in conjunction with a particular transaction or as the
result of a pattern of trading activity and, if so, whether any additional
action (such as disgorgement of profits) is warranted.
2. Pre-Clearance Procedures - The legal/compliance department shall be
responsible for setting appropriate procedures (and documentation) to
carry out the pre-clearance requirements set forth in this paragraph D.
These procedures shall include the following:
a. The requirement that a Covered Person complete and submit to his/her
legal/compliance department a pre-clearance request form setting forth
details of each proposed personal securities transaction;
b. The review of each such pre-clearance request form by the legal/compliance
department, followed by its authorization or denial (as time-stamped on
the form) of the request, and a communication of this decision to the
affected Covered Person.
c. The execution by such Covered Person of the authorized personal securities
transaction within one trading day following the date of approval,
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following which time period a new pre-clearance request form must be
submitted.
3. De Minimis Exemption
A pre-clearance request relating to a proposed personal securities transaction
involving 2,000 or fewer shares (or 20 or fewer contracts, in the case of
options) of an issuer that has at least US $1 billion (or non-U.S. currency
equivalent) in market capitalization shall not be subject to the 7-Day Rule or
other provisions of sub-paragraph D.1, provided (a) that any pre-clearance
approval given for such transaction shall be valid for ten (10) calendar days
only; and (b) no Covered Persons may make pre-clearance requests relating to
transactions involving 2,000 shares (or 20 contracts in the case of options) of
any particular security more than once every 30 calendar days.
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E. Reporting Requirements
1. Initial Reports by Covered Persons - Within 10 days of commencement of
employment each Covered Person must provide to his/her legal/compliance
department a complete list of all of his or her Covered Accounts.
2. Reports of Trade Confirmations - Within (ten) 10 calendar days of settlement
of each personal securities transaction, the Covered Person engaging in the
transaction must file or cause to be filed with the legal/compliance
department a duplicate copy of the broker-dealer confirmation for such
transaction. (Note: The duplicate confirmation must be generated by the
broker-dealer and mailed directly to the legal/compliance department.
Employee delivered photostat copies are not acceptable.)
3. Annual Update and Certification - No later that February 1 of each year,
each Covered Person must file with the legal/compliance department an annual
account statement that lists, as of December 31 of each prior year, all
Covered Accounts of such Covered Person and all securities holdings of such
Covered Accounts. Annually, each Covered Person must execute and provide
his/her legal/compliance department with a certificate of compliance with
these Policies and any other personal trading policies then in effect which
apply to such Covered Person.
F. Exceptions to Pre-Clearance and Reporting Requirements
1. 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 III:
a. Open-end mutual funds and open-end unit trusts (whether or not
managed or distributed by an AMVESCAP Company);
b. Variable annuities, variable life products and other similar unit-
based insurance products issued by insurance companies and
insurance company separate accounts.
c. U.S. (Federal) Government Securities, and
d. Money market instruments (as defined by the relevant
legal/compliance department).
2. Independent Directors - Personal securities transactions of an Independent
Director of AMVESCAP are not subject to either the pre-clearance or
reporting requirements set forth in this Section III except with respect to
personal securities transactions in the shares of AMVESCAP or shares of any
closed-end investment company or investment trust served by such Independent
Director in a Director or Trustee capacity. For purposes of this exception
the term "Independent Director" includes (a) any Director of AMVESCAP (i)
who is neither an officer nor employee of AMVESCAP or of any AMVESCAP
Company, or (ii) who is not otherwise "connected with" AMVESCAP or any
AMVESCAP Company within the meaning of the London Stock Exchange Yellow
Book; Personal securities transactions in the following are not subject to
the pre-clearance requirements set forth in this Section III but are subject
to the reporting requirements:
a. Securities acquired through automatic dividend reinvestment plans;
b. 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;
c. A City Index (e.g., IG Index) (UK only);
d. Futures contracts;
e. Commodities contracts; and
f. Futures or Options on a stock market index, a foreign currency or
commodity.
4. Delegated Discretionary Accounts - Pre-clearance is not required for
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transactions in a Covered Account as to which a Covered Person is not
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exercising power over investment discretion, provided that:
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a. The Covered Account is the subject of a written contract providing for
the delegation by the Covered Person of substantially all investment
discretion to another party;
b. The Covered Person has provided his/her legal/compliance department with
a copy of such written agreement;
c. The Covered Person certifies in writing that he/she has not discussed,
and will not discuss, potential investment decisions with the party to
whom investment discretion has been delegated; and
d. The Covered Person complies with all reporting requirements outlined in
paragraph E above, and also provides or makes provision for the delivery
to his/her legal/compliance department 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 which is the
subject of delegated investment discretion are subject to the pre-clearance and
reporting requirements set forth in this Section III and the policies and
provisions set forth in Section IV below.
G. Restrictions on Certain Activities
In order to avoid even the appearance of conduct that might be deemed contrary
to a client's best interests, Covered Persons (other than Independent Directors
of AMVESCAP) are subject to the following additional restrictions and
prohibitions relating to certain investment activities and related conduct:
1. Prohibition Against Trading in Securities on "Restricted Lists" - It is
recognized that there may be occasions when AMVESCAP, an AMVESCAP
Company, or a Covered Person who is a key executive of AMVESCAP or an
AMVESCAP Company, may have a special relationship with an issuer of
securities. In such occasions the Board of Directors of AMVESCAP or the
Relevant Management Committee may decide to place the securities of
such issuer on a "restricted list", to be maintained by the relevant
legal/compliance department. All employees are prohibited from engaging
in any personal securities transactions in a security on a "restricted
list".
2. Prohibition Against Short-Term Trading Activities - Covered Persons are
prohibited from profiting in an "opposite transaction" in the same
security within 60 days of its purchase or sale. Generally, only those
securities requiring pre-clearance are subject to this Short-Term
Trading Prohibition. However, while options and futures transactions
are generally not subject to this Short-Term Trading Prohibition, such
transactions may not be used to circumvent the prohibition.
3. Prohibition Against Short Sales - Covered Persons are prohibited from
engaging in short sales of securities.
4. Prohibition Against Purchases in Initial Public Offerings - Covered
Persons are prohibited from purchasing securities in initial public
offerings except in those circumstances where different amounts of such
offerings are specified for different investor types (e.g. private
investors and institutional investors) and the purchase has been pre-
---
cleared by the relevant legal/compliance department on the basis that
it is not likely to create any actual or potential conflict of
interest.
5. Restrictions on the Purchase of Restricted Securities Issued by Public
Companies - Generally, Covered Persons are discouraged from investing
in restricted securities of public companies. A Covered Person may
<PAGE>
purchase such securities, however, if such purchase has been pre-
cleared by his/her legal/compliance department following its
determination that the proposed transaction does not present any actual
or potential conflict of interest.
6. Restrictions on Private Placements (Including Hedge Funds) - A Covered
Person may not purchase or sell any security obtained through a private
placement (including the purchase or sale of an interest in a so-called
"hedge fund") unless such transaction has been pre-cleared by his/her
legal/compliance department following its determination that the
proposed transaction does not present any actual or potential conflict
of interest. In addition, if a Covered Person owning securities of a
privately held company knows that the company is proposing to engage in
a public offering involving securities of that company (whether or not
such securities are of the same class as the securities held by such
Covered Person), he/she must disclose this information to his/her
legal/compliance department which will determine whether further action
should be taken.
7. Participation in Investment Clubs - A Covered Person is prohibited from
participating in an investment club unless such participation has been
pre-cleared by his/her legal /compliance department following its
determination that the following conditions have been satisfied:
a. the Covered Person's participation does not create any actual
or potential conflict of interest;
b. the Covered Person does not control investment decision-making
for the investment club; and
c. The Covered Person has made satisfactory arrangements to
ensure that duplicate trade confirmations of investment club
activity and quarterly statements of investment club holdings
are provided to his/her legal/compliance department by brokers
acting on behalf of the investment club.
Should the Covered Person contribute, but not necessarily control, investment
decision-making for the investment club, all transactions by the investment club
would be subject to pre-clearance. (Note: Exemption from trading pre-clearance
for Investment Club participation may be made by the legal/compliance
department. Such account activity will be periodically reviewed and if deemed
necessary, the pre-clearance exemption may be revoked at any time.)
IV. Policies Governing Transactions in Shares of AMVESCAP PLC (All
Employees)
A. Personal securities transactions in shares of AMVESCAP PLC by Directors,
officers and employees of AMVESCAP and the AMVESCAP Companies are governed
by AMVESCAP's Share Dealing Code (the "Code", a copy of which is attached
----------
hereto) adopted in accordance with requirements of the London Stock
Exchange. The Code is incorporated by reference and made a part of these
Policies so that a violation of the Code is also deemed a violation of these
Policies. Among other provisions the Code generally prohibits all trading in
AMVESCAP shares during certain defined "closed periods" which are typically
two calendar months before annual results and earnings announcements and one
calendar month before quarterly results and earnings announcements.
B. The prohibitions against insider trading set forth above in Section II of
these Policies and the pre-clearance and reporting provisions set forth
above in Section III of these Policies apply to personal securities
transactions in shares of AMVESCAP, 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 III.
C. The foregoing provisions apply to all Directors, officers and employees of
AMVESCAP, including both Covered Persons and Exempt Persons as defined in
Section III, and apply to all personal securities transactions by or for the
benefit of such persons, including transactions in discretionary accounts
maintained for such persons.
<PAGE>
V. Administration of Policies (All Employees)
A. With the exception of Part IV above, administration of these Policies is the
responsibility of the various legal/compliance departments within the
AMVESCAP group, subject to general oversight by the Relevant Management
Committees.
B. Responsibility for the administration of these Policies as they relate to
transactions in AMVESCAP shares (Part IV above) rests jointly with the
AMVESCAP Company Secretary, responsible for interpretations of the Code; its
Group Compliance Officer, responsible for determinations made in the event
of possible violations of the Code or of these Policies; and its various
legal/compliance departments, responsible for pre-clearance and reporting of
transactions. In any event responsibility for these Policies as they pertain
to trading in AMVESCAP shares is subject to general oversight by the
AMVESCAP Board of Directors.
C. Administrative responsibility for these Policies includes:
1. the authority to adopt such forms and procedures as may be
appropriate to implement these Policies;
2. the authority to recommend and to implement policies that are more
restrictive than those set forth in these Policies;
3. the authority, on a case by case basis, and to a limited extent, to
approve exceptions from any of the prohibitions, restrictions or
procedures set forth in Part III of these Policies; and
4. The authority to review violations of the Policies and to recommend
to the Relevant Management Committee (or to the AMVESCAP Board of
Directors in the case of violation of the Policies set forth in
Part IV), such penalties and sanctions as may be appropriate under
the circumstances.
D. Exceptions - Where exceptions are approved under subparagraph C (3) above, a
determination shall be made, in the case of each such exception, that it is
consistent with the Core Principles set forth in Section I of these Policies
and that it does not create an actual or potential conflict of interest. The
approval of the exception and the circumstances surrounding such approval
shall be noted in writing and reported to the Relevant Management Committee
at the next available opportunity.
E. Penalties and Sanctions
1. Persons who are found to have violated the prohibitions against
Insider Trading set forth in Section II of these Policies may be
subject to severe penalties and sanctions including but not limited
to disgorgement of profits and suspension or termination of
employment. These penalties and sanctions shall be in addition to
any penalties that may be imposed by law, including (a) civil
injunctions; (b) revocation of licenses and registrations; (c)
substantial fines; and/or (d) imprisonment.
2. Persons who are found to have knowingly violated any of the other
provisions of these Policies, including the pre-clearance and
reporting requirements, the restrictions against certain defined
activities and the rules governing trading in shares of AMVESCAP,
shall be subject to a range of possible sanctions including, among
other actions: (a) required special education or training; (b)
letters of admonition or censure; (c) restrictions on further
personal securities transactions; (d) disgorgement of profits; and
(e) reassignment, demotion, suspension or termination of
employment.
<PAGE>
POLICY FOR DIRECTOR AND EMPLOYEE PERSONAL DEALINGS
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IN THE SHARES AND OPTIONS OF AMVESCAP PLC
-----------------------------------------
INTRODUCTION
The London Stock Exchange requires all listed companies to adopt a share dealing
policy and procedures designed to prevent members of the Board of Directors and
employees from improperly using material non-public information. We must comply
with this policy if we wish to deal in the Ordinary Shares, American Depository
Receipts ("ADRs"), or exercise share options of AMVESCAP PLC.
PERSONS COVERED BY THE POLICY
All members of the AMVESCAP PLC Board of Directors, Executive Board, and all
employees are subject to this policy. In addition, all "connected persons" of
Board members or employees are also covered.
Persons connected to directors or employees includes:
. Our spouses;
. Our dependent children under the age of 18 (including adopted,
illegitimate or step-children);
. Any body corporate, or other business entity, with which the
director or employee is "associated" i.e., where 20% or more of the
equity share capital or voting power is controlled by the director
or employee and their connected persons;
. The trustees of any trust where the beneficiaries of the trust
include any of the above connected persons (with the exception of
employee share schemes and pension schemes);
. Our business partners i.e., a person or business entity with which
we share a mutual economic interest under an agreement to share
that interest.
DEALING PROCEDURES
All of our transactions in AMVESCAP PLC ordinary shares or ADRs must be approved
in advance, including those in plans or trusts sponsored by the Company.
Members of the Board of Directors and Executive Board must obtain prior
clearance from the Group Compliance Officer. Employees must obtain approval in
accordance with the personal share dealing policies in effect in their business
unit. Generally this will mean seeking approval via their local compliance team
which will be notified by the Company Secretary of any dates when employees are
not free to deal. Details of "close periods", namely periods when employees are
not free to deal, are also circulated to all employees on the internal e-mail
system.
All of our options transactions, including those through plans or trusts
sponsored by the Company, must also be approved in advance. Members of the
Board of Directors, Executive Board members, and employees must obtain approval
from the Group Company Secretary. The Request for Authorization to Deal Form
must be used for dealing in shares and ADRs. The Application Form for the
Purpose of Exercises of Share Options must be used for options transactions.
We are obligated to inform our connected persons that they are also subject to
these requirements. Any dealing they may do must be approved as described
above.
PROHIBITED DEALINGS
In order to prevent even the appearance of impropriety, we must be careful to
deal in AMVESCAP shares or options only when not in possession of material non-
public information. This includes, but is not limited to the following:
<PAGE>
. No share dealing within two months before the Company announces its
annual results or dividends;
. No share dealing within one month before the announcement of semi-
annual or quarterly results;
. The exercise of an option or right to purchase under an employee
share scheme is generally not permissible where the final exercise
date falls within the above periods, although certain transactions
may be permissible depending upon the circumstances. In any event,
if you are unsure as to your ability to exercise an option you
should contact the Company Secretary;
. No short term or day trading of shares or ADRs, i.e. purchases and
sales within a 30-day period.
Any questions regarding this policy or procedures should be referred to the
Group Compliance Officer or Group Company Secretary.
