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MEMORANDUM
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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.
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
which is being issued under separate cover to reflect the new AMVESCAP-wide
policy.
THE REVISED CODE
The Code is applicable to all employees within the INVESCO UK & Ireland business
units 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 as appropriate.
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 AND SIGN OFF THAT YOU HAVE READ AND UNDERSTOOD
THE CODE, AS SOON AS POSSIBLE BUT NO LATER THAN 31 MARCH, 2007. 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:
- PROHIBITIONS RELATED TO MATERIAL, NON-PUBLIC INFORMATION;
- PERSONAL SECURITIES INVESTING; AND
- SERVICE AS A DIRECTOR AND OTHER BUSINESS OPPORTUNITIES.
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
3.3.1 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).
3.3.2 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.
3.3.3 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.
3.3.4 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. Please be advised that it is
the individuals responsibility to ensure that a
contract note is sent to the UK Compliance Department
to be matched against the Permission to Deal Form.
This must be sent within 10 working days. Failure to
supply a trade confirmation is a breach of the Code.
Further personal securities transactions will not be
approved where contract notes/trade confirmations are
outstanding.
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
the INVESCO UK ICVCs, the INVESCO Global Product
Range 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 Sterling 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 Sterling 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, THE OFFSHORE GLOBAL PRODUCT RANGE (GPR) 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, the GPR 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 ("IPO") 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, in certain
circumstances an employee may be permitted to buy an
IPO for example 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 and Compliance 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 interests 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 may 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 in
consultation with the Compliance 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 the 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 within 10 business days; 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 in
consultation with the local Compliance Officers 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 Board of Directors 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").
A revised UK and Ireland Gifts, Benefits and Entertainment
Policy will be communicated shortly under separate cover
reflecting the AVZ policy.
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 March 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, THE GPR 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 Xxxxxx 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
within 5 working days.
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 AND THE LOCAL CHIEF EXECUTIVE OFFICER AS
APPROPRIATE.
APPENDIX C
PAGE 1 OF 4
--------------------------------------------------------------------------------
INVESCO UK AND IRELAND
PRE-CLEARANCE OF PERSONAL TRADE AUTHORISATION FORM
THIS FORM IS FOR USE BY UK & IRELAND STAFF
PLEASE ENSURE YOU HAVE OPENED THIS FORM WITH MACROS ENABLED
Section A STEP 1 PLEASE COMPLETE THIS SECTION:
Permission is sought to:
------------------------------------
Type of Security:
------------------------------------
Please state the Name of Company /
Fund of INVESCO Perpetual UK Equity:
------------------------------------
------------------------------------
Date of Request:
------------------------------------
Name of Beneficial Owner:
Address of Beneficial Owner:
------------------------------------
------------------------------------
------------------------------------
------------------------------------
Amount of transaction:
------------------------------------
Shares or 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 shares This 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 prepared 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 returning 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/ISA/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? x Yes No
2. Have you or any account covered by the pre-authorization provisions of
the Code purchased or sold these securities (or equivalent securities)
in the prior 60 days? x Yes No
Step 4 E-mail to: UK -- Compliance Personal Share Dealing
Date: Time:
------------------------- --------- -------
Compliance
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 Compliance representative.
APPENDIX C
Page 3 of 4
--------------------------------------------------------------------------------
Section C -- Equity, Bonds, Warrants etc
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 clear the form
and start again.
1 Do you, or to your knowledge does anyone at INVESCO, possess material
non-public information regarding the security or the issue of the
security? X Yes No
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 No
3 Have you or any account covered by the pre-authorization provisions of
the Code purchased or sold these securities (or equivalent securities)
in the prior 60 days? X Yes No
4 Are the securities being acquired in an initial public offering?
X Yes No
5 Are the securities being acquired in private placement? If so, please
provide a written explanation on a separate sheet of paper.
X Yes No
STEP 4: E-mail to: "UK-Invest. Dealers
Authorized by: Date: Time:
Investment Dealers
--------------- ------------ ------------------
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 E.25,000 and
a main index constituent) and there are no outstanding or loss.
STEP 5: Investment Dealers will forward the deal to UK Compliance. Compliance
will approve or reject items back to the applicant.
Compliance
--------------- ------------ ------------------
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 Regulatory
rules. INVESCO's fiduciary duty by the trade being executed and evidencing
checking of MFTP based restrictions controlled by Compliance Administration.
-----------
Step 6: Once authorization has been received from Dealers and Compliance you can
place 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, Xxxxxx. Continental European staff must provide copy
contract enter to
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 MARCH
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 XXXXXX
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 Yes Yes
- TRANSACTIONS IN 401(k) PLAN
Local Not permitted in Local compliance Local compliance
compliance blackout periods. officer officer
officer
-----------------------------------------------------------------------------------------------------------------------------------
EXERCISE OF EMPLOYEE STOCK OPTIONS WHEN SAME Yes Not permitted in Yes n/a
DAY SALE blackout periods.
- REC'D WHEN MERGED W/ INVESCO AVZ Company Local compliance
- OPTIONS FOR STOCK GRANTS Secretarial in Option holding officer
- OPTIONS FOR GLOBAL STOCK PLANS London (Xxxxxxx period must be
- OPTIONS FOR RESTRICTED STKAWARDS Xxxxxx'x office) satisfied.
-----------------------------------------------------------------------------------------------------------------------------------
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
- REC'D WHEN MERGED W/ INVESCO compliance Stock holding Local compliance Local compliance
- OPTIONS FOR STOCK GRANTS officer period must be officer officer
- OPTIONS FOR GLOBAL STOCK PLANS satisfied.
- 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 Cazenove, 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. Stock 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 Cazenove 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.
