EX-99.23(p)(82)
--------------------------------------------------------------------------------
MEMORANDUM
--------------------------------------------------------------------------------
TO: All UK & Ireland Staff Members
FROM: Xxxx Xxxxxx
Director of European Compliance
INVESCO UK & IRELAND -CODE OF ETHICS AND CONFLICTS OF INTEREST POLICY Please
find attached a revised copy of the INVESCO UK & Ireland Code of Ethics and
Conflicts of Interest Policy (`The Code') which is being distributed to all UK &
Ireland employees. INVESCO UK & Ireland adhere to the highest possible standards
and it is considered that this Code reflects that.
BACKGROUND
INVESCO has a regulatory requirement to avoid conflicts of interest or where
they cannot be avoided to manage and disclose them. This Code sets out the
framework by which we demonstrate to both our customers and the Regulators that
we are mindful that in certain circumstances conflicts may exist and that we
have in place procedures to mitigate these conflicts.
As with all policies, it is necessary to review and update them to take into
account new practices both from a Company and an industry perspective.
This revised Code does not include the Gifts, Benefits & Entertainment Policy as
a new AMVESCAP-wide policy will be communicated separately during the course of
the year.
THE REVISED CODE
The attached document is a revised Code taking into account the different local
requirements. Thus, the Code is applicable to all employees within the INVESCO
UK & Ireland Group subject to the application of sound common sense and
practicable business judgement.
This Code cannot anticipate every possible situation or cover every topic in
detail. The Company has established special policies to address specific
subjects and will update this Code and those specific policies from time to
time. If you are unclear about any situation, please stop and ask for guidance
before taking action.
Failure to obey laws and regulations violates this Code and may expose both you
and the Company to criminal or civil sanctions. Any violation of this Code or
other company policies may result in disciplinary action, up to and including
termination of employment. The Company may also seek civil remedies from you and
even refer criminal misconduct to law enforcement agencies.
You are responsible for reporting possible violations of this Code to the
Director of European Compliance, the Head of Dublin Compliance or their
designees. The UK and Ireland business has put in place whistleblowing
procedures as required under the regulations. If you wish to discuss any issues
you feel uncomfortable with, please call the Director of European Compliance,
the Head of Dublin Compliance or the Head of Human Resources.
If you are aware of a violation and are uncomfortable speaking with the Director
of European Compliance or Head of Dublin Compliance or wish to remain anonymous,
you may call the toll free AMVESCAP Compliance Reporting Line (the "Compliance
Reporting Line"). For calls, dial an international operator and request a
collect call to 0-000-000-0000. When asked for your name use "AMVESCAP".
PLEASE READ THE CODE THOROUGHLY, AS FAILURE TO COMPLY WITH THE CODE COULD LEAD
TO DISGORGEMENT OF PROFITS FROM DEALING OR POTENTIAL DISCIPLINARY ACTION BEING
TAKEN AGAINST THE INDIVIDUAL CONCERNED.
If you have any queries regarding any aspect of the revised Code please call the
Compliance Department.
Xxxx Xxxxxx
Director of European Compliance
INVESCO UK & IRELAND
CODE OF ETHICS AND CONFLICTS OF INTEREST POLICY
THIS REVISED CODE OF ETHICS AND CONFLICTS OF INTEREST POLICY (`THE CODE')
APPLIES TO ALL EMPLOYEES OF ALL ENTITIES OF INVESCO UK AND IRELAND ("INVESCO").
IT COVERS THE FOLLOWING TOPICS:
o PROHIBITIONS RELATED TO MATERIAL, NON-PUBLIC INFORMATION;
o PERSONAL SECURITIES INVESTING;
o SERVICE AS A DIRECTOR AND OTHER BUSINESS OPPORTUNITIES; AND
THIS CODE ALSO IMPOSES ON EMPLOYEES CERTAIN RESTRICTIONS AND REPORTING
OBLIGATIONS WHICH ARE SPECIFIED BELOW. ADHERENCE TO THIS CODE, BOTH LETTER AND
SPIRIT, IS A FUNDAMENTAL AND ABSOLUTE CONDITION OF EMPLOYMENT WITH INVESCO.
It is appreciated that no Code of Ethics can address every circumstance that may
give rise to a conflict, a potential conflict or an appearance of a conflict of
interest. Every employee should be alert to any actual, potential or appearance
of a conflict of interest with INVESCO's clients and to conduct himself or
herself with good judgment. Failure to exercise good judgment, as well as
violations of this Code, may result in the imposition of sanctions on the
employee, including suspension or dismissal.
1. STATEMENT OF GENERAL PRINCIPLES
1.1 As a fiduciary, INVESCO owes an undivided duty of loyalty to its
clients. It is INVESCO's policy that all employees conduct themselves
so as to avoid not only actual conflicts of interest with INVESCO
clients, but also that they refrain from conduct which could give rise
to the appearance of a conflict of interest that may compromise the
trust our clients have placed in us.
1.2 The Code is designed to ensure, among other things, that the personal
securities transactions of all employees are conducted in accordance
with the following general principles:
1.2.1 A duty at all times to place the interests of INVESCO's clients
first and foremost;
1.2.2 The requirement that all personal securities transactions be
conducted in a manner consistent with this Code and in such a
manner as to avoid any actual, potential or appearance of a
conflict of interest or any abuse of an employee's position of
trust and responsibility; and
1.2.3 The requirement that employees should not take inappropriate
advantage of their positions.
1.3 INVESCO's policy is to avoid conflicts of interest and, where they
unavoidably occur, to resolve them in a manner that clearly places our
clients' interests first.
1.4 No employee should have ownership in or other interest in or
employment by any outside concern which does business with AMVESCAP.
This does not apply to stock or other investments in a publicly held
company, PROVIDED that the stock and other investments do not, in the
aggregate, exceed 5% of the outstanding ownership interests of such
company. AMVESCAP may, following a review of the relevant facts,
permit ownership interests which exceed these amounts if management or
the Board of Directors, as appropriate, concludes that such ownership
interests will not adversely affect AMVESCAP's business interests or
the judgment of the affected staff. (Please see AMVESCAP Code of
Conduct).
2. MATERIAL, NONPUBLIC INFORMATION
2.1 RESTRICTION ON TRADING OR RECOMMENDING TRADING Each employee is
reminded that it constitutes a violation of law and/or Market Abuse
regulations for any person to trade in or recommend trading in the
securities of a company while in possession of material, non-public
information concerning that company, or to disclose such information
to any person not entitled to receive it if there is reason to believe
that such information will be used in connection with a trade in the
securities of that company. Violations of law and regulations may give
rise to civil as well as criminal liability, including the imposition
of monetary penalties or prison sentences upon the individuals
involved. Tippees (ie, persons who receive material, nonpublic
information) also may be held liable if they trade or if they do not
trade but pass along such information to others who will most likely
trade on such information.
2.2 WHAT IS MATERIAL, NONPUBLIC INFORMATION? `MATERIAL INFORMATION' is any
information about a company which, if disclosed, is likely to affect
the market price of the company's securities or to be considered
important by an average investor in deciding whether to purchase or
sell those securities. Examples of information which should be
presumed to be "material" are matters such as dividend increases or
decreases, earnings estimates by the company, changes in the company's
previously released earnings estimates, significant new products or
discoveries, major litigation by or against the company, liquidity or
solvency problems, extraordinary management developments, significant
merger or acquisition proposals, or similar major events which would
be viewed as having materially altered the "total mix" of information
available regarding the company or the market for any of its
securities. Further examples can be found in the FSA Market Abuse
Handbook.
2.3 'NONPUBLIC INFORMATION', often referred to as `inside information,' is
information that has not yet been publicly disclosed. Information
about a company is considered to be nonpublic information if it is
received under circumstances which indicate that it is not yet in
general circulation and that such information may be attributable,
directly or indirectly, to the company or its insiders, or that the
recipient knows to have been furnished by someone in breach of a
fiduciary obligation. Courts have held that fiduciary relationships
exist between a company and another party in a broad variety of
situations involving a relationship between a company and its lawyers,
investment bankers, financial printers, employees, technical advisors
and others.
2.4 Information should not be considered to have been publicly disclosed
until a reasonable time after it has been made public (for example, by
a press release). Someone with access to inside information may not
"beat the market" by trading simultaneously with, or immediately
after, the official release of material information.
2.5 The responsibility of ensuring that the proposed transaction does not
constitute insider dealing or a conflict with the interests of a
client remains with the relevant employee and obtaining pre-clearance
to enter into a transaction under Section 3.3 below does not absolve
that responsibility.
2.6 INVESCO is in a unique position, being privy to market research and
rumours and being privy also to information about its clients which
may be public companies. INVESCO employees must be aware and vigilant
to ensure that they cannot be accused of being a party of any 'insider
dealing' or market abuse situations.
2.7 In particular, the following investment activities must not be entered
into without carefully ensuring that there are no implications of
xxxxxxx xxxxxxx:
2.7.1 Trading in shares for a client in any other client of INVESCO
which is quoted on a recognised stock exchange.
2.7.2 Trading in shares for a client in a quoted company where
INVESCO:
i) obtains information in any official capacity which may be
price sensitive and has not been made available to the
general public.
ii) obtains any other information which can be substantiated in
connection with a quoted company which is also both price
sensitive and has not been made available to the general
public.
2.7.3 Manipulation of the market through the release of information to
regular market users which is false or misleading about a
company.
2.7.4 Release of information about a company that would have the
effect of distorting the market in such a way to be considered
market abuse.
2.8 REPORTING REQUIREMENT. Whenever an employee believes that he or she
may have come into possession of material, non-public information
about a public company, he or she personally must immediately notify
the Compliance Department and should not discuss such information with
anyone else including INVESCO employees and should not engage in
transactions for himself or others, including INVESCO clients.
2.9 Upon receipt of such information the Compliance Department will
include the company name on a `Black list' or `Restricted list' of
which no transactions may be entered into. This list will be advised
to the Equity dealing desk and no discussion will be entered into.
2.10 CONFIDENTIALITY. No information regarding the affairs of any client of
INVESCO may be passed to anyone outside INVESCO unless specifically
requested by law, regulation or court order. In any event, the
Compliance and Legal Department must be consulted prior to furnishing
such information.
2.11 SANCTIONS. Any employee who knowingly trades or recommends trading
while in possession of material, non-public information may be subject
to civil and criminal penalties, as well as to immediate suspension
and/or dismissal from INVESCO.
3. PERSONAL INVESTING ACTIVITIES, PRE-CLEARANCE AND PRE-NOTIFICATION
REQUIREMENTS
3.1 TRANSACTIONS COVERED BY THIS CODE All transactions by employees in
investments made for Covered Accounts are subject to the pre-clearance
procedures, trading restrictions, pre-notification and reporting
requirements described below, unless otherwise indicated. For a
listing of the employee and other accounts subject to these
restrictions and requirements ("Covered Accounts"), see Appendix A.
3.2 TRANSACTIONS IN THE FOLLOWING INVESTMENTS ("EXEMPT INVESTMENTS") ARE
NOT SUBJECT TO THE TRADING RESTRICTIONS OR OTHER REQUIREMENTS OF THIS
CODE AND NEED NOT BE PRE-CLEARED, PRE-NOTIFIED OR REPORTED:
3.2.1 Registered UNAFFILIATED (e.g. Schroders) open ended Collective
Investment Schemes [CIS] including; mutual funds, open-ended
investment companies/ICVCs or unit trusts - but not closed-end
funds, e.g. Investment Trusts; and
3.2.2 Securities which are direct obligations of an OECD country (eg
US Treasury's).
TRANSACTIONS WHICH REQUIRE PRE CLEARANCE OR PRE NOTIFICATION
3.3 PRE-CLEARANCE
1.3.1 Prior to entering an order for a Securities Transaction in a
Covered Account, the employee must complete a Trade Authorisation
Form set forth in Appendix C (also found on the Compliance
INTRANET SITE) and submit the completed form electronically to
the UK Equity Dealers by e-mail to INVESTMENT DEALERS.
The Trade Authorisation Form requires employees to provide
certain information and to make certain representations in
connection with the specific securities transaction(s).
1.3.2 After receiving the completed Trade Authorisation Form, UK
Equity Dealers will review the information set forth in the form
and, as soon as practicable, will determine whether to clear the
proposed Securities Transaction, subject to local requirements.
1.3.3 Once UK Equity Dealers have authorised the transaction, it is
passed electronically to Compliance to complete the authorisation
process - again this is conducted electronically by e-mail. UK
Equity Dealers will forward the authorised Form to *UK-
COMPLIANCE PERSONAL SHARE DEALING, who will then check the
proposed transaction against the significant holdings/block list
to ascertain whether or not the security in question has been
blocked.
1.3.4 If satisfactory, then the Form will be authorised by Compliance
and confirmation returned by e-mail to the individual, who will
then be at liberty to deal through his or her broker within the
designated timescales.
3.3.5 No order for a Securities Transaction for which pre-clearance
authorisation is sought may be placed prior to the receipt of
authorisation of the transaction by both the UK Equity Dealers
and Compliance. The authorisation and date and time of the
authorisation must be reflected on the Trade Authorisation Form
(see Appendix C). The original of the completed form will be kept
as part of INVESCO's books and records, and matched to the copy
contract note that the member of staff must ensure is sent by
their broker to INVESCO.
3.3.6 If an employee receives permission to trade a security or
instrument, the trade must be executed by the close of business
on the next business day, unless the local Compliance Officer's
authorisation to extend this period has been obtained.
3.4 PRE-NOTIFICATION
3.4.1 Transactions to buy or sell Venture Capital Trust ordinary
securities or to buy, sell, switch or transfer holdings in
AMVESCAP ordinary shares or in UK ICVCs or other affiliated
schemes are subject to pre-notification directly to the
Compliance Department regardless of whether the order is placed
directly or through a broker/adviser. The employee must complete
the relevant sections of the Trade Authorisation Form which can
be found in Appendix C (and on the Compliance INTRANET SITE) and
send it by e-mail to *UK- COMPLIANCE PERSONAL SHARE DEALING.
Transactions are subject to the 60 day holding period
requirements.
3.4.2 It will be necessary to send copies of contract notes to the
Compliance Department.
3.5 TRANSACTIONS THAT DO NOT NEED TO BE PRE-CLEARED BUT MUST BE REPORTED.
The pre-clearance requirements (and the trading restrictions on
personal investing described below) do not apply to the following
transactions:
3.5.1 DISCRETIONARY ACCOUNTS. Transactions effected in any Covered
Account over which the employee has no direct or indirect
influence or control (a "Discretionary Account"). An employee
shall be deemed to have "no direct or indirect influence or
control" over an account only if all of the following conditions
are met:
i) investment discretion for such account has been delegated in
writing to an independent fiduciary and such investment
discretion is not shared with the employee, or decisions for
the account are made by a family member or significant other
and not by, or in connection with, the employee; ii) the
employee (and, where applicable, the family member or
significant other) certifies in writing that he or she has
not and will not discuss any potential investment decisions
with such independent fiduciary or household member; and
iii) the Compliance Department has determined that the
account satisfies the foregoing requirements.
3.5.2 GOVERNMENTAL ISSUES Investments in the debt obligations of
Federal agencies or of state and municipal governments or
agencies, (eg Essex Council Electricity Bond).
3.5.3 NON-VOLITIONAL TRADES Transactions which are non-volitional on
the part of the employee (such as the receipt of securities
pursuant to a stock dividend or merger).
3.5.4 AUTOMATIC TRANSACTIONS Purchases of the stock of a company
pursuant to an automatic dividend reinvestment plan or an
employee stock purchase plan sponsored by such company.
3.5.5 RIGHTS OFFERINGS Receipt or exercise of rights issued by a
company on a PRO RATA basis to all holders of a class of
security. Employees must, however, pre-clear transactions for the
acquisition of such rights from a third party or the disposition
of such rights.
3.5.6 INTERESTS IN SECURITIES COMPRISING PART OF A BROAD-BASED,
PUBLICLY TRADED MARKET BASKET OR INDEX OF STOCKS, eg S & P 500
Index, FTSE 100, DAX.
3.5.7 NON-EXECUTIVE DIRECTOR'S TRANSACTIONS Transactions in
securities, except for AMVESCAP PLC shares and/or UK Investment
Trusts managed by INVESCO, by non-executive Directors.
3.5.8 Note that all of the transactions described in paragraphs 3.4.1.
to 3.4.8 while not subject to pre-clearance are nevertheless
subject to all of the reporting requirements set forth below in
paragraph 7.3.
4. TRADE RESTRICTIONS ON PERSONAL INVESTING
4.1 All transactions in Covered Accounts which are subject to the
preclearance requirements specified in this Code are also subject to
the following trading restrictions:
4.1.1 BLACKOUT RESTRICTIONS Transactions in Covered Accounts generally
will not be permitted during a specific period before and after a
client account trades in the same security or instrument.
4.1.2 BLACKOUT PERIODS An employee may not buy or sell, or permit any
Covered Account to buy or sell, a security or any instrument:
i) within SEVEN calendar days before or after the day on which
any client account trades in the same security or instrument
or in a security convertible into or exchangeable for such
security or instrument (including options) on transactions
other than those covered under the paragraph below, or
ii) within TWO business days before or after the day on which A
PRO RATA "strip" trade, which includes such security, is
made for the purpose of rebalancing client accounts.
4.1.3 Blackout periods will no longer apply to equity transactions in
"main index" constituents, i.e. FTSE 100, Dow Xxxxx, etc, subject
to a cost and proceeds limit of (pound)25,000 per transaction.
Normal blackout conditions will apply to transactions outside of
these criteria. If in any doubt please consult your local
Compliance Officer. On a case by case basis and at the discretion
of the Compliance Officer in consultation with the Chief
Investment Officer, this limit may be relaxed.
4.1.4 Trades effected by INVESCO for the account of an index fund it
manages in the ordinary course of such fund's investment activity
will not trigger the blackout period. However, the addition or
removal of a security from an index, thereby triggering an index
fund trade, would cause employee trades in such security to be
blacked-out for the seven prior and subsequent calendar days, as
described above.
4.1.5 In the event there is a trade in a client account in the same
security or instrument within a blackout period, the employee may
be required to close out the position and to disgorge any profit
to a charitable organisation chosen by the local Board of
Directors; provided, however, that if an employee has obtained
preclearance for a transaction and a subsequent client trade
occurs within the blackout period, the Chief Executive Officer in
consultation with the Compliance Officer, upon a demonstration of
hardship or extraordinary circumstances, may determine to review
the application of the disgorgement policy to such transaction
and may select to impose alternative restrictions on the
employee's position. The disgorgement of profits will only apply
if the total profit exceeds (pound)100 within the blackout
period.
4.1.6 AMVESCAP PLC SHARES Pre-clearance is also required to buy or
sell AMVESCAP PLC Shares. Permission will not be given during a'
closed period' i.e., two months before the half year and year end
results, one month before the first and third quarters results,
are announced.
A "closed period" is defined by the rules as the period of two
months prior to the announcement of the year end results and the
period of one month prior to the announcement of the interim and
quarterly results. The closed period may be shorter depending on
when the results are announced but cannot start until the end of
the relevant reporting period.
Full details of the AMVESCAP stock transaction Pre-Clearance
Guide and restrictions for all employees of AMVESCAP can be found
in Appendix F.
4.1.7 INVESCO INVESTMENT TRUSTS Staff dealing in INVESCO Investment
Trusts will also be subject to closed periods as dictated by each
of the Trusts.
4.1.8 UK ICVCS and other affiliated schemes will be subject to the
Short Term Trading restrictions (60 day rule - see 4.1.9). The
preferential rate of sales commission allowed to staff will be
withdrawn in circumstances where it is apparent that the employee
has traded on a short term basis in those shares/units i.e. where
previous transactions by that person have resulted in the short
term holding of those investments. Shares/Units of UK ICVCs and
affiliated schemes will not be accepted for redemption if the
funds themselves are closed for redemption due to the effects of
subsequent market or currency movements.
4.1.9 SHORT TERM TRADING PROFITS It is INVESCO's policy to restrict
the ability of employees to benefit from short-term trading in
securities and instruments. Employees must disgorge profits made
on the sale by an employee of any security or instrument held
less than 60 days and will not be permitted to purchase any
security or instrument that has been sold by such employee within
the prior 60 days. Employees are required to disgorge profits
made on the sale in a Covered Account within the 60 days period.
Exceptions may be granted by the Compliance Department on a case
by case basis. This policy applies to trading in all types of
securities and instruments, except where in a particular case the
local Chief Executive Officer in consultation with the Compliance
Officer has made a specific finding of hardship and it can be
demonstrated that no potential abuse or conflict is presented
(for example, when an employee's request to sell a security
purchased within 60 days prior to the request is prompted by a
major corporate or market event, such as a tender offer, and the
security was not held in client accounts). To clarify this also
applies to non affiliated mutual funds.
4.1.10 INITIAL PUBLIC OFFERINGS No employee may purchase or permit any
Covered Account to purchase a security offered pursuant to an
initial public offering, except in a Venture Capital Trust,
wherever such offering is made. However where the public offering
is made by a Government of where the employee is resident and
different amounts of the offering are specified for different
investor types eg private and institutional, the local Compliance
Officer may allow such purchases after consultation with the
local Chief Executive Officer or his designee.
4.1.11 PRIVATELY-ISSUED SECURITIES Employees may not purchase or
permit a Covered Account to purchase or acquire any
privately-issued securities, other than in exceptional cases
specifically approved by the local Chief Executive Officer (e.g.,
where such investment is part of a family-owned and operated
business venture that would not be expected to involve an
investment opportunity of interest to any INVESCO client).
Requests for exceptions should be made in the first instance to
the local Compliance Officer.
4.1.12 Employees, however, may invest in nterests in private
investment funds (i.e., hedge funds) that are established to
invest predominantly in public securities and instruments,
subject to the pre-clearance procedures, trading restrictions and
reporting requirements contained in this Code. Employees may also
invest in residential co-operatives and private recreational
clubs (such as sports clubs, country clubs, luncheon clubs and
the like) for their personal use; such investments are not
subject to the pre-clearance procedures, trading restrictions and
reporting requirements unless the employee's investing is part of
a business conducted by the employee. Such ownership should be
reported to the Compliance Officer.
4.1.13 SHORT SALES An employee ay not sell short a security unless
this is specifically related to personal taxation issues.
Requests for exceptions should be made to the local Compliance
Officer.
4.1.14 FINANCIAL SPREAD BETTING Employees may not enter into Financial
Spread betting arrangements. The potential problematical issues
to both the employee and INVESCO that could arise if the market
were to move in the wrong direction are considered unacceptable
and therefore prohibited.
4.1.15 FUTURES Employees may not write, sell or buy exchange-traded
futures, synthetic futures, swaps and similar non-exchange traded
instruments.
4.1.16 EXCEPTIONS The Chief Executive Officer or his designee in
consultation with the Compliance Officer may in rare instances
grant exceptions from these trading restrictions upon written
request. Employees must demonstrate hardship or extraordinary
circumstances. Any exceptions granted will be reported to the
local Board of Directors at least annually. Additionally IF A
LOCAL BOARD OR ITS DESIGNEE WISH TO IMPOSE ADDITIONAL
RESTRICTIONS THESE SHOULD BE INCLUDED IN APPENDIX B.
5. ECONOMIC OPPORTUNITIES, CONFIDENTIALITY AND OUTSIDE DIRECTORSHIPS
5.1 In order to reduce potential conflicts of interest arising from the
participation of employees on the boards of directors of public,
private, non-profit and other enterprises, all employees are subject
to the following restrictions and guidelines:
5.1.1 An employee may not serve as a director of a public company
without the approval of the local Chief Executive Officer after
consultation with the local Compliance Officer.
5.1.2 An employee may serve on the board of directors or participate
as an adviser or otherwise, or advisers of a private company only
if:
(i) client assets have been invested in such company and having
a seat on the board would be considered beneficial to our
clients interest; and
(ii) service on such board has been approved in writing by the
local Chief Executive Officer. The employee must resign from
such board of directors as soon as the company contemplates
going public, except where the local Chief Executive Officer
has determined that an employee may remain on a board. In
any event, an employee shall not accept any compensation for
serving as a director (or in a similar capacity) of such
company; any compensation offered shall either be refused
or, if unable to be refused, distributed PRO RATA to the
relevant client accounts.
5.1.3 An employee must receive prior written permission from the Chief
Executive Officer or his designee before serving as a director,
trustee or member of an advisory board of either:
(i) any non-profit or charitable institution; or
(ii) a private family-owned and operated business.
5.1.4 An employee may serve as an officer or director of a residential
co-operative, but must receive prior written permission from the
local Chief Executive Officer and the local Compliance Department
before serving as a director if, in the course of such service,
he or she gives advice with respect to the management of the
co-operative's funds.
5.1.5 If an employee serving on the board of directors or advisers of
any entity comes into possession of material, non-public
information through such service, he or she must immediately
notify his or her local Compliance Officer.
5.1.6 AN INVESCO EMPLOYEE SHALL NOT TAKE PERSONAL ADVANTAGE OF ANY
ECONOMIC OPPORTUNITY PROPERLY BELONGING TO AN INVESCO CLIENT OR
TO INVESCO ITSELF. Such opportunities could arise, for example,
from confidential information belonging to a client or the offer
of a directorship. Employees must not disclose information
relating to a client's intentions, activities or portfolios
except:
i) to fellow employees, or other agents of the client, who need
to know it to discharge their duties; or
ii) to the client itself.
5.1.7 Employees may not cause or attempt to cause any Client to
purchase, sell or hold any Security in a manner calculated to
create any personal benefit to the employee or INVESCO.
5.1.8 If an employee or immediate family member stands to materially
benefit from an investment decision for an Advisory Client that
the employee is recommending or participating in, the employee
must disclose that interest to persons with authority to make
investment decisions or to the Compliance Officer. Based on the
information given, a decision will be made on whether or not to
restrict the employee's participation in causing a client to
purchase or sell a Security in which the employee has an
interest.
5.1.9 An employee must disclose to those persons with authority to
make investment decisions for a Client (or to the Compliance
Officer if the employee in question is a person with authority to
make investment decisions for the Client), any Beneficial
Interest that the employee (or immediate family) has in that
Security or an Equivalent Security, or in the issuer thereof,
where the decision could create a material benefit to the
employee (or immediate family) or the appearance of impropriety.
The person to whom the employee reports the interest, in
consultation with the Compliance Officer, must determine whether
or not the employee will be restricted in making investment
decisions.
6. CLIENT INVESTMENTS IN SECURITIES OWNED BY INVESCO EMPLOYEES
6.1 GENERAL PRINCIPLES In addition to the specific prohibitions on certain
personal securities transactions as set forth herein, all employees
are prohibited from:
6.1.1 Employing any device, scheme or artifice to defraud any prospect
or client;
6.1.2 Making any untrue statement of a material fact or omitting to
state to a client or a prospective client, a material fact
necessary in order to make the statements made, in light of the
circumstances under which they are made, not misleading;
6.1.3 Engaging in any act, practice or course of business which
operates or would operate as a fraud or deceit upon any prospect
or client;
6.1.4 Engaging in any manipulative practice with respect to any
prospect or client; or
6.1.5 Revealing to any other person (except in the normal course of
his or her duties on behalf of a client) any information
regarding securities transactions by any client or the
consideration of any client or INVESCO of any securities
transactions.
7. REPORTS
7.1 IN ORDER TO IMPLEMENT THE GENERAL PRINCIPLES, RESTRICTIONS AND
PROHIBITIONS CONTAINED IN THIS CODE, EACH EMPLOYEE IS REQUIRED TO FILE
THE FOLLOWING PERIODIC REPORTS:
7.2 INITIAL CERTIFICATION AND SCHEDULES. Within 10 business days of
commencing employment at INVESCO, each new employee shall submit to
the Compliance Department:
7.2.1 a signed Initial Certification of Compliance with the INVESCO
Code (See Appendix D); and
7.2.2 schedules listing
(i) all Covered Accounts; and
(ii) directorships (or similar positions) of for-profit,
non-profit and other enterprises.
7.3 CONFIRMATIONS AND MONTHLY STATEMENTS Each employee shall cause to be
provided to the Compliance Department where an outside broker
undertakes the transaction:
7.3.1 Duplicate copies of confirmations of all transactions in each
Covered Account; or
7.3.2 Not later than 10 days after the end of each month, monthly
statements (if any are regularly prepared) for each Covered
Account.
7.4 ANNUAL CERTIFICATION Each employee shall provide, or cause to be
provided, as requested, to the Compliance Department, not later than
10 days after the end of each annual period (or as specified in the
electronic request), a signed annual Certification of Compliance with
the INVESCO Code (Appendix E) containing:
7.4.1 To the extent not included in the foregoing monthly statements,
a schedule listing:
i) all Covered Accounts/securities and any other transactions
not included in the monthly statements; and ii)
directorships (or similar positions) of for-profit,
non-profit and other enterprises.
7.4.2 A schedule listing directorships (or similar positions) of
for-profit, non-profit and other enterprises;
7.4.3 With respect to Discretionary Accounts, if any, certifications
that such employee does not discuss any investment decisions with
the person making investment decisions; and
7.4.4 With respect to any non-public security owned by such employee,
a statement indicating whether the issuer has changed its name or
publicly issued securities during such calendar year.
7.5 EXEMPT INVESTMENTS Confirmations and periodic reports need not be
provided with respect to Exempt Investments, (see 3.2).
7.6 DISCLAIMER OF BENEFICIAL OWNERSHIP Any report required under this Code
may contain a statement that such report is not to be construed as an
admission by the person making the report that he or she has any
direct and indirect beneficial ownership of the security to which the
report relates.
7.7 ANNUAL REVIEW The European Director of Compliance will review the Code
as necessary, in light of legal and business developments and
experience in implementing the Code, and will prepare a report to the
UK Executive Committee that:
7.7.1 summarizes existing procedures concerning personal investing and
any changes in the procedures made during the past year,
7.7.2 identifies any violations requiring significant remedial action
during the past year, and
7.7.3 identifies any recommended changes in existing restrictions or
procedures based on the experience under the Code, evolving
industry practices, or developments in applicable laws or
regulations.
8. GIFTS AND ENTERTAINMENT
8.1 In order to minimize any conflict, potential conflict or appearance of
conflict of interest, employees are subject to the restrictions and
guidelines with respect to gifts made to or received from, and
entertainment with, a person that does business with or provides
services to INVESCO, that may do business or is being solicited to do
business with INVESCO or that is associated with an organisation that
does or seeks to do business with INVESCO (a "Business Associate").
An AMVESCAP-wide Gifts, Benefits and Entertainment Policy will be
implemented and communicated shortly.
9. MISCELLANEOUS
9.1 INTERPRETATION The provisions of this Code will be interpreted by the
local Compliance Officer, as applicable. Questions of interpretation
should be directed in the first instance to the local Compliance
Officer or his/her designee or, if necessary, with the Compliance
Officer of another INVESCO entity. The interpretation of the local
Compliance Officer is final.
9.2 SANCTIONS If advised of a violation of this Code by an employee, the
local Chief Executive Officer (or, in the case of the local Chief
Executive Officer, the local Board of Directors) may impose such
sanctions as are deemed appropriate. Any violations of this Code and
sanctions therefore will be reported to the local Board of Directors
at least annually.
9.3 EFFECTIVE DATE This revised Code shall become effective as of 1
January 2007.
APPENDIX A
--------------------------------------------------------------------------------
DEFINITIONS
1. `ADVISORY CLIENT' means any client (including both investment companies and
managed accounts) for which INVESCO serves as an investment adviser,
renders investment advice, or makes investment decisions.
2. `BENEFICIAL INTEREST' means the opportunity to share, directly or
indirectly, in any profit or loss on a transaction in Securities, including
but not limited to all joint accounts, partnerships and trusts.
3. `COVERED ACCOUNTS` means:
3.1 any account/securities held by you, or your family, while an employee;
3.2 accounts/securities held by you for the benefit of your spouse,
significant other, or any children or relatives who share your home;
3.3 accounts/securities for which you have or share, directly or
indirectly, through any contract, arrangement, understanding,
relationship, or otherwise:
(i) VOTING POWER (which includes power to vote, or to direct the
voting of, a security), or
(ii) INVESTMENT POWER (which includes the power to dispose, or to
direct the disposition) of a security; or
3.4 accounts/securities held by any other person to whose support you
materially contribute or in which, by reason of any agreement or
arrangement, you have or share benefits substantially equivalent to
ownership, including, for example:
(i) arrangements (which may be informal) under which you have agreed
to share the profits from an investment, and
(ii) accounts maintained or administered by you for a relative (such
as children or parents) who do not share your home.
3.5 Families include husbands and wives, significant other, sons and
daughters and other immediate family only where any of those persons
take part in discussion or passing on of investment information.
4. `EMPLOYEE' means a person who has a contract of employment with, or
employed by, INVESCO UK or any associated INVESCO Company within Europe;
including consultants, contractors or temporary employees.
5. `EQUIVALENT SECURITY' means any Security issued by the same entity as the
issuer of a security, including options, rights, warrants, preferred stock,
restricted stock, bonds and other obligations of that company.
6. `FUND' means an investment company for which INVESCO serves as an adviser
or subadviser.
7. `HIGH QUALITY SHORT-TERM DEBT INSTRUMENTS' means any instrument having a
maturity at issuance of less than 366 days and which is treated in one of
the highest two rating categories by a Nationally Recognised Statistical
Rating Organisation, or which is unrated but is of comparable quality.
8. `INDEPENDENT FUND DIRECTOR' means an independent director of an investment
company advised by INVESCO.
9. `INITIAL PUBLIC OFFERING' means any security which is being offered for the
first time on a Recognised Stock Exchange.
10. `OPEN-ENDED COLLECTIVE INVESTMENT SCHEME' means any Open-ended Investment
Company, US Mutual Fund, UK ICVC or Dublin Unit Trust, Luxembourg SICAV,
French SICAV or Bermuda Fund.
11. `SECURITIES TRANSACTION' means a purchase of or sale of Securities.
12. `SECURITY' includes stock, notes, bonds, debentures and other evidences of
indebtedness (including loan participations and assignments), limited
partnership interests, investment contracts, and all derivative
instruments, such as options and warrants.
13. "UK ICVC AND AFFILIATE SCHEMES" defined as all UK domiciled retail and
institutional INVESCO ICVCs, and all INVESCO Dublin and Luxembourg SICAVs
and Unit Trusts.
14. "MAIN INDEX" defined as a member of the FTSE 100 or equivalent. The
equivalency will be determined by the Compliance Officer on a case by case
basis.
APPENDIX B
PAGE 1 OF 2
--------------------------------------------------------------------------------
PROCEDURES TO DEAL FOR INVESCO UK & IRELAND
1 The procedures to deal are as follows:
A: Obtain the Pre-Clearance Trade Authorisation Form from the "forms"
section of the Compliance Intranet site.
B: Complete Trade Authorisation Form noting:
i) permission sought to either buy or sell;
ii) the amount in shares or currency;
iii) is the transaction an INVESCO ICVC/ISA/PEP - yes or no - if yes,
then you will have to submit your pre-clearance form to *UK-
Compliance Personal Share Dealing e-mail group - if no, then
pre-clearance is not required;
iv) type of security;
v) name of company or other; vi) date of request to deal;
vii) name of beneficial owner; and
viii) address of beneficial owner.
Then complete each of the questions in connection with the
transaction you require completed - "yes" or "no" answers will
be required.
C: For Venture Capital Trust ordinary securities or for INVESCO
ICVC/PEP/ISA/Mutual Fund Trades, you should now only complete section
Two. Once you have answered both questions, the pre-clearance form
must be submitted to the e-mail *UK- COMPLIANCE PERSONAL SHARE DEALING
- Compliance will review the prospective transaction and revert to you
by e-mail. Once you have received this confirmation e-mail you are
free to deal. However, the trade must be completed by the end of the
next business day from the date of confirmation.
If you wish to sell/buy AMVESCAP shares you should complete Section two as
noted above.
D: For Equity, Bond or Warrant deals, obtain pre-clearance to deal from
the UK Investment Dealers by submitting the completed pre-clearance
form by e-mail to - *UK- INVEST. DEALERS.
E: Once the UK Investment Dealers have authorised the pre-clearance form,
they will send the form on by e-mail to the Compliance Department for
additional authorisation. UK Investment Dealers will send the form by
e-mail to *UK- COMPLIANCE PERSONAL SHARE DEALING.
Once Compliance have completed their checks, they will authorise the
pre-clearance form and send back to the originator. The originator
then has until close of business the day after pre-clearance is
granted to deal. IF DEALING IS NOT COMPLETED IN THIS TIME FRAME, THEN
ADDITIONAL PRE-CLEARANCE MUST BE SOUGHT VIA THE SAME PROCESS.
APPENDIX B
PAGE 2 OF 2
--------------------------------------------------------------------------------
F: Once authority has been granted from the UK Investment Dealers and
Compliance, the originator must also send a copy of the completed form
to Xxxxxx Xxxxxxx in Henley Compliance, who will enter the authority
in the Personal Share Dealing Register.
G: A copy of the contract note must also be sent to Compliance.
NB PERMISSION TO DEAL WILL NOT BE GRANTED RETROSPECTIVELY. DEALS
UNDERTAKEN WITHOUT PERMISSION WILL BE BROUGHT TO THE
COMPLIANCE OFFICER'S ATTENTION, BY A REVIEW OF THE PERSONAL
SHARE DEALING REGISTER, FOR DISCUSSION WITH THE PERSON
CONCERNED.
APPENDIX C
PAGE 1 OF 4
--------------------------------------------------------------------------------
INVESCO UK
PRE-CLEARANCE OF PERSONAL TRADE AUTHORISATION FORM
This form is for use by UK, Ireland and Continental Europe staff
PLEASE ENSURE YOU HAVE OPENED THIS FORM WITH MACROS ENABLED
SECTION A STEP 1 PLEASE COMPLETE THIS SECTION
Permission is sought to: ______________________________ [GRAPHIC OMITTED]
Type of Security: _____________________________________ [GRAPHIC OMITTED]
Please state the Name of Company/Fund eg INVESCO Perpetual UK Equity:
________________________________________________________________________________
________________________________________________________________________________
Date of Request: _______________________________________________________________
Name of Beneficial Owner: ______________________________________________________
Address of Beneficial Owner: ___________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Amount of transaction: _________________________________________________________
Shares of currency: ____________________________________________________________
PLEASE COMPLETE THIS SECTION FULLY BY PUTTING AN 'X' IN ONLY ONE OF THE BOXES
BELOW AND THEN PRESSING THE ENTER BUTTON ON YOUR KEYPAD. THE NOTE BELOW THE
BOXES WILL THEN TELL YOU WHAT TO DO NEXT
This is a transaction in a Venture Capital Trust (VCT) or an INVESCO/Invesco
Perpetual ICVC/ISA/PEP or a transaction in AMVESCAP share _________________
This is a transaction in a non-INVESCO ICVC/ISA/PEP _________________
This is a transaction which is not listed in the above two
options (e.g. Investment Trusts; Ordinary shares, etc.) _________________
PLEASE FOLLOW THE INSTRUCTIONS ABOVE FOR GUIDANCE
I have read the INVESCO Code of Ethics and believe that the proposed trade fully
complies with the requirements of the Code.
Name of Employee: _____________________________________________________________
Date: _________________________________________________________________________
Click here to view the INVESCO UK and Ireland Code of Ethics (If you click link
press the enter button on return to form)
--------------------------------------------------------------------------------
APPENDIX C
PAGE 2 OF 4
--------------------------------------------------------------------------------
STEP 2: COMPLETE EITHER SECTION B OR C BELOW AS INSTRUCTED ABOVE AND READ
INSTRUCTIONS CAREFULLY
SECTION B - VENTURE CAPITAL TRUSTS (VCTs); AMVESCAP AND INVESCO PERPETUAL ICVC/
PEP/MUTUAL FUND TRADES (Complete this section if directed by Section A above.)
Step 3: Answer the questions below. If you are unable to change the answers to
"N" please press the enter button and try again. If this does not work then you
may not have enabled macros when opening the form and you should close the form
and start again.
1. Are you aware of any recent (within 24 hours) dilution adjustments made
against the fund(s) covered? __ Yes [GRAPHIC OMITTED] __ No [GRAPHIC
OMITTED]
2. Have you or any account covered by the pre-authorisation provisions of the
Code purchased or sold these securities (or equivalent securitie) in the
prior 60 days?
Step 4 E-mail to: *UK - Compliance Personal Share Dealing
COMPLIANCE___ [GRAPHIC OMITTED] Date:[GRAPHIC OMITTED]Time:[GRAPHIC OMITTED]
Step 5: Compliance will review and revert by e-mail. You can now trade. The
trade must be completed by the end of the next business day from the date of
this confirmation. For UK and Ireland staff please ensure copy contract notes
are forwarded to Xxxxxx Xxxxxxx. For Continental European Staff contract notes
should be provided to their local Complaince representative.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
APPENDIX C
PAGE 3 OF 4
SECTION C - EQUITY, BONDS, WARRANTS ETC
Step 3: Answer the question below. If you are unable to change the answer to "N"
please press the enter button and try again. If this does not work then you may
not have enabled macros when opening the form and you should close the form and
start again.
1. Do you, or to your knowledge does anyone at INVESCO, possess material
non-public information regardin the security of the issuer of the security?
_X_Yes [GRAPHIC OMITTED] __ No [GRAPHIC OMITTED]
2. To your knowledge are the securities (or equivalent securities) being
considered, for purchase or sale by one or more accounts managed by INVESCO?
_X_Yes [GRAPHIC OMITTED] __ No [GRAPHIC OMITTED]
3. Have you ro any account covered by the pre-authorisation provisions of the
Code purchased or soled these securities (or equivalent securities) in the prior
60 days?
_X_Yes [GRAPHIC OMITTED] __ No [GRAPHIC OMITTED]
4. Are the securities being acquired in an initial public offering?
_X_Yes [GRAPHIC OMITTED] __ No [GRAPHIC OMITTED]
5. Are the securities being acquired in a private placement? If so, please
provide a written explanation on a separate sheet of paper.
_X_Yes [GRAPHIC OMITTED] __ No [GRAPHIC OMITTED]
STEP 4: E-MAIL TO: *UK - INVEST. DEALERS
Authorised by: Date: Time:
Investment Dealers _____________ [GRAPHIC OMITTED] ___________ ______
Investment Dealers are signing off to confirm that the securities in question
have not been traded in the last seven days (unless the deal is < 25,000 and a
main index cinstituent) and there are no outstanding orders.
STEP 5: INVESTMENT DEALERS WILL FORWARD THE DEAL TO UK COMPLIANCE. COMPLIANCE
WILL APPROVE OR REJECT ITEMS BACK TO THE APPLICANT.
Date: Time:
Compliance ______________________ [GRAPHIC OMITTED] ___________ ______
Compliance sign off is given for securities deals on the basis that section 3
questions have been answered 'No' and there would be no breach of FSA
rules/INVESCO's fiduciary duty by the trade being executed and evidencing
checking of MFTP based restrictions controlled by Compliance Administration.
STEP 6: Once authorisation has been received from Dealers and Compliance you can
placed the trade by the end of the next business day without further approval.
UK and Ireland staff must provide a copy of the contract note to Xxxxxx Xxxxxxx,
Compliance Department, Henley. Continental European staff must provide copy
contract notes to their local Compliance representative.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
APPENDIX C
PAGE 4 OF 4
AUTHORITY TO DEAL
This is to confirm that authorisation has been given today to the above
application to acquire/dispose of the above amount of shares/bonds/options etc.
This consent shall remain valid until the end of the next business day from the
date of this authority letter and the transaction must be completed within this
time period.
As a condition of this consent the Company reserves the right to its withdrawal
if circumstances arise, prior to your effecting this transaction, that would
then make it inappropriate for you to enter into this transaction.
YOU ARE REQUIRED TO ENSURE THAT A COPY OF THE CONTRACT NOTE EVIDENCING THE
TRANSACTION IS FORWARDED TO THE RELEVANT COMPLIANCE DEPARTMENT AS STATED ABOVE.
This authorisation is given subject to the INVESCO Code of Ethics. 01 12 2006
INVESCO UK Ltd. assures that the confidentiality standards and data protection
requirements of the country of origin are maintained. It also assures that all
information regarding employees' requests for trading remains confidential and
are handled by authorised personnel only.
--------------------------------------------------------------------------------
APPENDIX D
--------------------------------------------------------------------------------
ACKNOWLEDGMENT OF RECEIPT
OF INVESCO UK REVISED CODE OF ETHICS
I ACKNOWLEDGE THAT I HAVE RECEIVED THE INVESCO CODE OF ETHICS DATED 1 JANUARY
2007, AND REPRESENT THAT:
1. In accordance with Section 7 of the Code of Ethics, I will fully disclose
the Securities holdings in Covered Accounts*
2. In accordance with Section 3 of the Code of Ethics, I will obtain prior
authorisation for all Securities Transactions in each of my Covered
Accounts except for transactions exempt from pre-clearance under Section 3
of the Code of Ethics*
3. In accordance with section 7 of the Code of Ethics, I will report all
Securities Transactions in each of my Covered Accounts except for
transactions exempt from reporting under Section 3 of the Code of Ethics.
4. I will comply with the Code of Ethics in all other respects as well.
______________________________________
Signature
______________________________________
Print Name
Date: _________________________________
*Representations Nos: 1 and 2 do not apply to Independent Fund Directors
APPENDIX E
--------------------------------------------------------------------------------
ANNUAL CERTIFICATION OF COMPLIANCE WITH THE INVESCO CODE OF ETHICS
TO BE COMPLETED BY ALL EMPLOYEES FOLLOWING THE END OF EACH CALENDAR YEAR
I hereby certify that, with respect to the calendar year ending on 31 December,
2006 (the `Calendar Year), I have arranged for monthly account statements for
each of my Covered Account(s) to be provided to INVESCO if applicable. I further
certify that I have reviewed the attachments hereto and confirm that:
a) Schedule A contains a complete list of Covered Account(s) as well as a
complete list of my directorships, advisory board memberships and similar
positions; and
b) Schedule B contains a complete list of trades, other than Exempt
Investments, in my Covered Account(s) during the Calendar Year.
I further certify that:
a) For any of my Covered Accounts which have been approved by the Compliance
Department as a Discretionary Account(s) (which have been identified on
Schedule A with an `E' prefix), that I have not exercised investment
discretion or influenced any investment decisions and that I will not
exercise investment discretion or influence any potential investment
decisions with such Discretionary Account(s);
b) As appropriate, I have identified on Schedule A hereto those Covered
Accounts WHICH CONTAIN OPEN-ENDED COLLECTIVE INVESTMENT SCHEMES/INVESTMENT
COMPANIES SHARES ONLY but for which account statements and confirms are not
and have not been provided and hereby confirm that all securities
transactions in these accounts are and will be limited exclusively to
transactions in shares of open-ended Collective Investment Schemes;
c) For any privately-issued security held by me or my Covered Account(s), I
will inform the Compliance Department upon learning that any issuer has
either changed its name or has issued or proposed to issue any class of
security to the public;
d) I have received a copy of and understand the Code in its entirety and
acknowledge that I am subject to its provisions. I also certify that I have
complied and will comply with its requirements;
e) I have provided my Department Head with a complete list of gifts received
and accepted by me from a person/group that does business or seeks to do
business with INVESCO during the Calendar Quarter; and
to the extent that any of the attached Schedules contain inaccurate or
incomplete information, I have noted and initialled the change directly on the
Schedule and returned this certification along with all Schedules to the
Compliance Department. Capitalised terms used herein without definition shall
have the meanings given to them in the Code.
________________________________
Signature
________________________________
Print Name
Date: ________________________________
UPON YOUR FULL REVIEW AND EXECUTION, PLEASE RETURN THE ENTIRE PACKAGE
IMMEDIATELY TO THE COMPLIANCE DEPARTMENT IN HENLEY
APPENDIX E
SCHEDULE A
--------------------------------------------------------------------------------
Annual Certificate of Compliance with THE INVESCO CODE OF ETHICS
COVERED ACCOUNTS
The following is a list of Covered Accounts subject to the INVESCO Code of
Ethics:
DIRECTORSHIPS, ADVISORY BOARD MEMBERSHIPS AND SIMILAR POSITIONS HELD
The following is a list of directorships, advisory board memberships and similar
positions that I hold:
APPENDIX E
SCHEDULE B
--------------------------------------------------------------------------------
Annual Certificate of Compliance with THE INVESCO CODE OF ETHICS
Trades undertaken during the period for which contract notes/monthly statements
have not been forwarded:
APPENDIX F
--------------------------------------------------------------------------------
---------------------------------------------------- ---------------- ------------------- --------------------- -------------------
TYPE OF TRANSACTION IN AVZ PRE BASIS FOR QUARTERLY REPORTING ANNUAL REPORT OF
--------------------------------------------------- CLEARANCE APPROVAL OF TRANSACTIONS HOLDINGS
---------------------------------------------------- ---------------- ------------------- --------------------- -------------------
---------------------------------------------------- ---------------- ------------------- --------------------- -------------------
- OPEN MARKET PURCHASES & SALES Yes Not permitted in Yes Yes
- TRANSACTIONS IN 401(K) PLAN blackout periods.
Local Local compliance Local compliance
compliance officer officer
officer
---------------------------------------------------- ---------------- ------------------- --------------------- -------------------
---------------------------------------------------- ---------------- ------------------- --------------------- -------------------
EXERCISE OF EMPLOYEE STOCK OPTIONS WHEN SAME DAY Yes Not permitted in Yes n/a
SALE blackout periods.
o REC'D WHEN MERGED W/ INVESCO AVZ Company Local compliance
o OPTIONS FOR STOCK GRANTS Secretarial in Option holding officer
o OPTIONS FOR GLOBAL STOCK PLANS London period must be
o OPTIONS FOR RESTRICTED STKAWARDS (Xxxxxxx satisfied.
Xxxxxx'x
office)
---------------------------------------------------- ---------------- ------------------- --------------------- -------------------
---------------------------------------------------- ---------------- ------------------- --------------------- -------------------
SALE OF STOCKS EXERCISED AND HELD UNTIL LATER Yes Not permitted in Yes Yes
DATE. OPTIONS EXERCISED WILL HAVE BEEN RECEIVED blackout periods.
AS FOLLOWS: Local Local compliance Local compliance
o REC'D WHEN MERGED W/ INVESCO compliance Stock holding officer officer
o OPTIONS FOR STOCK GRANTS officer period must be
o OPTIONS FOR GLOBAL STOCK PLANS satisfied.
o OPTIONS FOR RESTRICTED STKAWARDS
---------------------------------------------------- ---------------- ------------------- --------------------- -------------------
---------------------------------------------------- ---------------- ------------------- --------------------- -------------------
SALE OF STOCK PURCHASED THROUGH SHARESAVE Yes Not permitted in Yes Yes
blackout periods.
Local Local compliance Local compliance
compliance officer officer
officer
---------------------------------------------------- ---------------- ------------------- --------------------- -------------------
---------------------------------------------------- ---------------- ------------------- --------------------- -------------------
SALE OF STOCK PURCHASED THROUGH UK SIP Yes Not permitted in Yes Yes
blackout periods.
Local Local compliance Local compliance
compliance officer officer
officer
---------------------------------------------------- ---------------- ------------------- --------------------- -------------------
---------------------------------------------------- ---------------- ------------------- --------------------- -------------------
1) OPEN MARKET PURCHASES/SALES - Pre-clearance to deal is required from
Compliance, no dealing is permitted during close/blackout periods. Details
of closed periods are posted to the intranet site by Company Secretarial
(Xxxxxxx Xxxxxx'x Team).
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
2) EMPLOYEE STOCK OPTIONS (A) EXERCISE/SAME DAY SALE - authorisation of the
Option is granted by Company Secretarial Department and signed by Trustees
of the Scheme. Dealing would take place through Xxxxxxxx, who would not
process the deal unless authorisation had been obtained.
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
3) EMPLOYEE STOCK OPTIONS (B) EXERCISE/TAKE POSSESSION/SUBSEQUENT DAY SALE -
same as above, except that individual would pay for the shares and pay tax.
The stock would then be lodged in the employee share service arrangement -
then if subsequent disposal was sought the normal pre-clearance process
would apply (pre-clearance from Compliance - no dealing during closed
periods).
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
4) STOCK GRANTS (GLOBAL STOCK PLANS) - Awards made yearly, stock would be
purchased through Company Secretarial and held for three years. After three
years elect to keep the shares or distribute - stock would be transferred
to employee share service arrangement with normal pre-clearance/closed
period requirements.
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
5) EMPLOYEES WHO RECEIVE AVZ STOCK WHEN THEIR COMPANY IS PURCHASED BY AVZ -
stock distribution as part of the transaction to buy the Company concerned.
Stock would be issued to the individual concerned and, depending on the
terms of the deal, may be required to be held for a period. Xxxxx would be
transferred into the employee share service, and subject to terms of the
Company deal would then follow normal pre-clearance/close period
guidelines.
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
6) RESTRICTED STOCK AWARDS - similar to stock grants as above - except tax not
paid initially - pre-clearance from Compliance and closed period
restrictions apply.
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
7) TRANSACTIONS IN AVZ STOCK VIA 401(K) PLAN - Transaction no different to
open market purchases - pre-clearance required, dealing in closed periods
no allowed.
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
8) SHARESAVE - If share save is exercised then stock would be placed into
employee share service arrangement. Then if individual sells they go
through normal pre-clearance and closed period process. Dealing through
Cazenove, who are aware of all closed periods. So an individual would be
unable to deal through them if permission was refused by Compliance for
closed period reasons, as Xxxxxxxx have all the information as well.
Special rules may be brought in at share save anniversary dates. These will
be communicated as appropriate.
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
9) UK SIP - A UK SIP is open to UK employees - which is a tax efficient way of
purchasing shares on a monthly basis. The shares must be held for 5 years
from initial purchase date - sell before and then tax would be paid. If you
sell after the five year period, then normal pre-clearance and closed
period restrictions would apply.
-----------------------------------------------------------------------------------------------------------------------------------
