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					                EXH-639      COM-005-004-062




Code of Conduct and Ethical Standards

                EXH-639      COM-005-004-062
                                                                           COM-005-004-063




                 AIMCo Code of Conduct and Ethical Standards

AIMCo is one of Canada’s leading Investment Fund Managers. We manage one of the
largest pools of funds in Canada on behalf of the citizens of Alberta and as such
AIMCo’s reputation is a priceless asset. All employees play a critical role in maintaining
AIMCo’s good reputation by constantly complying with the highest ethical standards of
integrity, honesty and trustworthiness.

AIMCo is a newly established crown corporation but is an independent Investment Fund
Manager. Governed by an independent Board of Directors, all of AIMCo’s investment
decisions and strategies are guided solely by the desire to achieve superior risk adjusted
investment returns in a prudent and responsible manner.

This Code of Conduct and Ethical Standards is a “must read” for all new AIMCo
employees. It is a principles-based guide which adheres to the highest of professional
conduct standards. It is particularly important that every AIMCo employee familiarize
themselves with this Code. Understanding the Code and acting in accordance with its
guidelines is a condition of employment. We encourage you to read the Code carefully
and be guided by it in your day-to-day work. If you have any questions after reading this
manual, you should consult AIMCo’s Chief Legal Counsel.




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                                             TABLE OF CONTENTS



About the Code ............................................................................................................... 4
Basic Principles .............................................................................................................. 4
Acknowledgment ............................................................................................................ 5
Failing to Comply ............................................................................................................ 5
Conflict of Interest and Related Matters ....................................................................... 5
Benefits, Entertainment, and Gifts ................................................................................ 5
Protecting Our Assets .................................................................................................... 6
Security and Computers................................................................................................. 7
Personal Trading............................................................................................................. 8
Exempt Securities ........................................................................................................... 8
Restricted Securities ...................................................................................................... 9
Pre-Clearing Trades ........................................................................................................ 9
Approval Period .............................................................................................................. 9
Incentive Plans .............................................................................................................. 10
Exemptions for Pre-Clearance When Trading in the Same Security ....................... 10
It Is Against the Law ..................................................................................................... 10
Frontrunning or Scalping ............................................................................................. 11
Disclosing Trading and Personal Information ........................................................... 11
Whistle-Blowing ............................................................................................................ 12
APPENDIX A .................................................................................................................. 13
APPENDIX B .................................................................................................................. 14
APPENDIX C .................................................................................................................. 15
.APPENDIX D ................................................................................................................. 15
APPENDIX D .................................................................................................................. 16




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About the Code

This Code of conduct contains principles and guidelines for ethical behaviour at AIMCo.
The Code applies to all AIMCo employees, including executive officers. Compliance
with this Code is part of your employment contract with AIMCo.


Basic Principles

Personal values, common sense and honesty will go a long way to ensuring we are
always acting ethically. But questions will arise and this Code is meant to provide
guidance. In all our dealings with each other, clients, suppliers and competitors, we
should ask ourselves whether our actions are:

       Fair – Will our actions or decisions have long or short term consequences which
       would be seen to be unfair by others? Do our actions or decisions meet or
       exceed the standards the public would expect from AIMCo employees?

       The right thing to do - Can we fully justify our actions and decisions to our
       family, the Board of Directors or the media?

       Legal – If there is any doubt as to legality, consult with AIMCo’s legal
       department.


As AIMCo employees we must be vigilant to maintain the confidence and trust of those
who have placed funds under our management. This relationship requires more than
simply avoiding illegal and inappropriate behaviour. We must also be seen to be acting
fairly and with the best of intentions at all times. All AIMCo employees must uphold the
highest standards of personal behaviour.

In order for AIMCo to maintain a reputation of the highest integrity, all employees must
continually adhere to these basic principles:

   x   conduct AIMCo’s business honestly and courteously
   x   place the interest of all those we serve first
   x   treat all those we serve reasonably and as equally as possible
   x   handle all work-related information with care, respecting confidentiality
   x   avoid any actual or potential conflict of interest
   x   do not take inappropriate advantage of our positions of trust and responsibility
   x   do no damage to the efficient, fair and orderly operation of the securities markets
       or investors’ confidence in them.


All AIMCo employees must ensure they do not engage in any of the following behaviour
under any circumstances:

   x   any form of fraud or deceit upon any client or any party to any securities
       transaction (see a definition of “securities” in Appendix D)



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   x   knowingly making false statements or deliberately omitting important facts which
       would tend to mislead a person
   x   any act, practice, or business that is fraudulent, deceptive, or manipulative.


Acknowledgment

Before you become an AIMCo employee you will be asked to confirm that you have read
and fully understand this Code. You will also be asked to fill out additional forms which
identify the financial holdings and interests of family or associates. These forms must be
completed annually to confirm that the basic tenets outlined in this Code are adhered to.


Failing to Comply

AIMCo takes this Code very seriously. Failing to comply could lead to a reprimand or
dismissal for employees. Depending on the incident, serious legal sanctions could also
occur including substantial fines or imprisonment.


Conflict of Interest and Related Matters

Conflicts of interest are not always clear cut. Basically, if you, a family member or an
entity that you have an economic interest in, stands to benefit from a transaction by
AIMCo, you are likely in a conflict of interest.

It is up to individual employees to arrange their affairs so that they, or any other persons
or entities they are associated with, do not receive an economic benefit as a result of
any transactions by AIMCo.

Making impartial and objective decisions is at the heart of what AIMCo does. If, for any
reason, an AIMCo employee’s ability to make impartial or objective decisions is
compromised (i.e. due to a personal relationship) a conflict of interest is likely to arise.

If you become aware of a conflict of interest or potential conflict of interest, you must
notify AIMCo’s Chief Legal Counsel at the earliest opportunity.



Benefits, Entertainment, and Gifts

You may not accept from or give gifts or other benefits of any kind having more than
nominal value to existing or potential business partners, clients, employees or others
doing or seeking to do business with AIMCo. A gift of “nominal value” is small enough
that it could not reasonably be construed as an attempt to influence your behaviour.

There may be occasions, however, when a reasonable expression of courtesy or
appreciation may be granted. Gifts of nominal value may be accepted, offered or given
provided they are not in cash or readily convertible to cash (such as securities, cheques




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or money orders) and are consistent with accepted business practice. The maximum
value of these gifts shall be reviewed and determined annually by the CEO.

Further, all gifts or benefits must be permitted under applicable law, be related to a
demonstrable business purpose and be in accordance with industry norms and
standards.

AIMCo employees must never solicit gifts of any size at any time.

You cannot under any circumstances, accept or offer gifts in exchange for, or as a
condition of, exercising your duties as an employee of AIMCo.

Cash incentives, preferred pricing, loans at preferred rates or secret commissions or
kickbacks in exchange for preferential treatment are also strictly prohibited.

To help you interpret these rules, here are some examples:

   1. Being taken to lunch or dinner by a business associate would not normally be
      prohibited even though the associate is trying to maintain or extend the business
      relationship, provided that the lunch or dinner is consistent with accepted
      business practices (that it could not be seen as extravagant or prohibitively
      expensive). This applies equally when taking a business associate to lunch or
      dinner.

   2. Attending a networking or educational event where the travel or overnight
      accommodation expenses are not paid by you or by AIMCo is prohibited unless
      permission is obtained from the Senior Vice President responsible for your
      business area.

   3. Taking, or being taken by, a business associate to a local sporting or other event
      would generally be acceptable, subject to being reasonable and consistent with
      accepted business practices. Being taken by a business associate to a charitable
      event is permitted provided you have obtained permission from the Senior Vice
      President responsible for your business area. Giving or accepting tickets to
      events for personal use should be subject to the guidance provided above.

   4. Lunch or dinner with colleagues is not normally a proper business expense
      except where otherwise permitted under the staff appreciation policy or travel
      policy, within the applicable expense limits and approval guidelines.


Protecting Our Assets

You are required to protect the information and other assets that belong to AIMCo.
“Confidential Information” includes:
    x information relating to AIMCo’s business and affairs including proprietary,
        technical, business, investment, financial, human resources and other
        information
    x information relating to the parties we deal with, including information of a
        personal or business nature about an AIMCo client, partner or other person or
        organization doing business with AIMCo


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    x   proprietary and confidential records belonging to us.

Confidential Information should be treated as strictly confidential and should be used
only to provide services or otherwise benefit the overall goals of AIMCo. Employees
must not repeat or disclose Confidential Information to anyone including relatives,
friends or strangers.

If you are unsure about your authority to share any AIMCo information, contact AIMCo’s
legal department.

As an employee you have an obligation to keep information belonging to AIMCo
confidential while you are an employee with us and after you no longer work for us.


Our assets include physical property, electronic property, human resources, work
completed by employees, officers and Directors of AIMCo. You have an obligation to
protect these assets and can only use them for the benefit of AIMCo.


Security and Computers

AIMCo’s computer network, email, accounting systems, etc are the property of AIMCo or
its suppliers. Employees are provided access to these systems to assist them in
performing their duties. AIMCo has rules for computer use to protect our security, our
corporate reputation and to protect employees from the effects of illegal or other
damaging actions. These rules include:
    x use of computing and other electronic and technical resources provided by
       AIMCo should be limited to work-related purposes
    x among other things, AIMCo-created computer databases, simulations and
       models predictive of the behaviour of various segments of the securities markets
       are to be kept in the strictest confidence at all times and never misappropriated
       for any non-AIMCo use
    x AIMCo Confidential Information should not be accessed or transmitted unless
       utilizing programs, devices and protocols specifically approved by AIMCo for this
       purpose
    x use of email for distribution of material containing client information should only
       occur with the client’s permission or when the content is plainly not so
       confidential that interception would be harmful to the client
    x AIMCo’s system should never be used to download or access copyrighted,
       illegal, offensive, harassing, intimidating, discriminatory or obscene materials
    x email, voicemail and other forms of communication should never be used to
       create or send messages of a harassing, abusive, discriminatory, obscene,
       intimidating, or offensive nature, or messages that are otherwise prohibited by
       law or AIMCo policy
    x use of another employee’s computer or telephone account without the explicit
       permission of that individual or a System Administrator is prohibited

AIMCo’s employees should have no expectation of privacy in anything they create,
store, send or receive using AIMCo’s computer system. Certain authorized employees
of AIMCo may monitor internet sites visited, downloads, chat and newsgroups.



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Misuse of AIMCo’s computer facilities, or failure to follow the rules, may lead to
disciplinary action, including termination of employment.


Personal Trading

AIMCo’s employee trading guidelines are composed of three key components:

   1. All trades must be pre-cleared, except those in exempt securities and managed
      accounts
   2. You must not trade in securities that are on our restricted list
   3. You must disclose information about your investment activities to our Legal
      Department

A trade is any activity that represents a change in legal or beneficial ownership of
securities. This includes gifts and donations.

A security includes a share, bond or debenture or other form of corporate debt, interests
in trusts and limited partnerships, and includes options and other rights and interests.
These restrictions apply to investment accounts you influence, direct or control and
would normally apply to accounts where:
    x you are involved in making investment decisions
    x you have a significant influence on the investment decisions, or
    x you are involved in voting decisions or have voting control.

It includes investment accounts you hold, and could also apply to accounts that are not
in your name (if you influence, direct or control them), such as:
     x accounts held by a corporation, partnership or other entity
     x accounts held by an investment club or other similar organization
     x accounts held by a member of your family, other relative or an associate
     x accounts held in trust for you, a member of your family, other relative or an
         associate


Exempt Securities

The pre-clearance restrictions do not apply to managed accounts where a third party has
full discretion to make the day-to-day investment decisions on your behalf and makes
those decisions without your involvement.

The following securities can be traded at any time without pre-clearance:

   x   fixed-income securities such as notes maturing within 365 days, government
       bonds and debentures
   x   publicly-traded investments managed by third parties, such as open-end and
       closed-end mutual funds, pooled funds, or investments representing a basket of
       securities
   x   exchange traded funds that are publicly traded index products or other products
       widely recognized as broad market indexes of securities


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   x     negotiable promissory notes maturing within 365 days, commercial paper
         maturing within 365 days, bankers’ acceptances, and other money market
         instruments and funds

Other:
   x      guaranteed investment certificates (GICs)
   x      mortgages
   x      foreign currency
   x      private hedge funds
   x     shares of a company or units of a trust or limited partnership that are not publicly
         traded
   x      capital calls on private equity funds


Contact the Chief Legal Counsel for clarification before you proceed with any trade you
are unsure of.


Restricted Securities

You cannot trade in securities that are on our restricted list. This is a confidential list
maintained by our legal department.

If you become aware of any name on the restricted list you must not disclose it to
anyone.


Pre-Clearing Trades

You must pre-clear all trades except trades in exempt securities or in a managed
account. This is intended to ensure that AIMCo and its employees are always acting in
an ethical manner in keeping with our Code.


Approval Period

Requests for pre-clearance authorization should be made to the Chief Legal Counsel
and the Manager of Compliance by email. Either the Chief Legal Counsel or the
Manager of Compliance will respond, usually the same business day, via email. The
employee must execute or instruct his/her broker to execute the trade within 3 business
days of receipt of pre-clearance (“Approval Period”). If the trade does not occur within
the Approval Period, or if the employee wants to conduct another trade in the same
security after the Approval Period has expired, another pre-clearance authorization must
be obtained.




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Incentive Plans

Prior to joining AIMCo, you may have participated in compensation arrangements such
as
grants of deferred stock units, stock appreciation rights, stock options or long-term
incentive plans. Make sure you obtain pre-clearance every time you want to exercise
any of these arrangements.


Exemptions for Pre-Clearance When Trading in the Same Security

Exemptions for pre-clearance are allowed when:
   x you receive pre-clearance and you initiate the trade at a set purchase price but
      the trade is not executed within the Approval Period for reasons beyond your
      control
   x you receive pre-clearance and during the Approval Period you set up a pre-
      authorized plan to purchase a fixed amount of the security during specified
      periods in the future
   x you receive pre-clearance and the purchase or sale of the security is made as
      part of an automatic share purchase plan, dividend reinvestment plan or other
      similar automatic plan set up during the Approval Period
   x arrangements are in place for an automatic purchase or sale of the security to
      occur without any action on your part

If any of these arrangements were in place when you became an employee or joined
AIMCo you should speak to the Chief Legal Counsel as soon as possible.


It Is Against the Law

Understanding restrictions on trading is not only important because of AIMCo’s
concerns. Canadian securities legislation imposes trading restrictions when you have
material information about a public company that has not been publicly disclosed.

Some examples of material information include (but are not exhaustive):
  x a significant acquisition, sale, merger, contract or takeover bid
  x a change in the general character or nature of a company
  x a change in a company’s capital structure
  x earnings information or information about a dividend declaration

It is against the law for you to buy or sell securities based on undisclosed material
information, including when you obtained such information through your work with
AIMCo. It is also against the law to pass the undisclosed material information on to
someone (tipping), intentionally or not, who may then buy or sell the securities.

It makes no difference whether the undisclosed material information is good or bad. The
employee should not trade or permit AIMCo to trade for a client until the information has
been publicly disclosed.




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Insider trading laws are complicated and continue to evolve. If you are not sure whether
information is material, you should speak to the Chief Legal Counsel before trading in
any securities relating to the information to avoid breaching the Code or involving
yourself or others in any liability issues.

If you suspect that you may have learned undisclosed material information about an
issuer, you should contact the Chief Legal Counsel as soon as possible.


Frontrunning or Scalping

AIMCo employees shall conduct themselves in such a manner that all investments for
the account of AIMCo’s clients have priority in all respects over investments owned by
the employee, the employee’s family, or any acquaintance. As a general rule, any
AIMCo employee who knows of a pending “buy” or “sell” recommendation or decision
shall not buy or sell the securities involved or encourage another person to buy or sell
the securities before AIMCo takes action.


Disclosing Trading and Personal Information

You are required to disclose information about your personal trading so the Chief Legal
Counsel can verify that you have complied with our trading guidelines.

You must send personal information about all accounts you influence, direct or control
directly to the Chief Legal Counsel who is responsible for:

     x   receiving and organizing the documents they receive from you, and keeping
         them confidential and secure
     x   examining all the reported trades to confirm you are in compliance with the Code
     x   reporting any actual or potential breaches of the Code
     x   reporting the results to the Audit and Governance Committees quarterly

AIMCo employees will be asked to complete the following forms when they begin their
employment with us. This information will be supplied, on a strictly confidential basis, to
AIMCo’s Chief Legal Counsel.


1.       Acknowledgement – New employees - An acknowledgment that you have read
         and understood the Code and will comply with it.

2.       Initial and Annual Holding and Trading Account Report - A list of all the
         securities you own (both listed and unlisted), and a list of personal trading
         accounts owned by you or over which you have some control.

3.       Quarterly Trading Report – A report on any of your activities in the purchase
         and sale of securities. You will be asked to complete this report on a quarterly
         basis.




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Whistle-Blowing

AIMCo employees who believe that they or anyone else at AIMCo may have:
   x made a serious error
   x breached the Code
   x broken the law, or statutory rules or regulations
   x acted dishonestly or falsified records

must report it immediately. Similarly, AIMCo Employees who observe or become aware
of any questionable accounting or auditing matters shall report the matter immediately.
Examples would include:
    x undisclosed mispricing of assets
    x hiding or underestimating liabilities
    x any action to mislead, or improperly influence AIMCo’s auditors.

If you are an employee, you should report your failure to comply with the Code to your
immediate supervisor. You should report a failure by another employee to the
Whistleblower hotline by calling 1-866-254-3423, or through the website at
www.openboard.info/aimco/ to leave a confidential and anonymous message.

It is not necessary for AIMCo employees to identify themselves. They may remain
anonymous unless the report involves their own errors, wrongdoing or breaches of the
Code. AIMCo will protect any employee, who reports in good faith, from retaliation by
others. AIMCo may discipline employees for their own errors, wrongdoing or breaches of
the Code.

AIMCo expects each employee to cooperate truthfully and completely during an inquiry
into any such report.




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                                         APPENDIX A

                              Initial and Annual Holdings Report

Use this form to itemize all the Securities and/or Investment Accounts you own or control.
Please provide to AIMCo’s Chief Legal Counsel, within 30 days of your hire and each year by
January 31st, a complete list of all your holdings at December 31st. If there are no holdings that
should be reported, please state so.

Signing this form and attaching applicable third party statements will satisfy AIMCo’s
Code of Conduct and Ethical Standards.

Title of Security and Type of Security                        I do not own restricted securities




Personal Trading Account Information                   I do not own or control a trading account

This includes accounts that you own, influence, direct or control. This could also apply to
accounts that are not in your name but over which you have control, such as accounts held by a
corporation partnership, investment club, family member, relative or associate

Type of Account (        Account              Investment Dealer      Address
e.g. trading, exempt     Number               Or Financial
securities, managed)                          Planner




Please complete this form and    Name (please print)
return to: Chief Legal
Counsel,
AIMCo, 259 Terrace Building,
9515 – 107 Street, Edmonton,     Your Signature                   Date
Alberta T5K 2C3

                                 Received                         Date




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                                        APPENDIX B

                                      Acknowledgement

I acknowledge that I have read and understood AIMCo’s Code of Conduct and Ethical
Standards. I agree to conduct myself according the principles and guidelines for ethical behavior
as set out in the Code. I also agree to formally acknowledge at least once a year, while I’m
working for AIMCo that I have read, understand and complied with the Code.


Name (please print)


Signature                                        Date




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                                        APPENDIX C

                                  Quarterly Trading Report

Please describe all transactions in securities that you have undertaken in the last calendar
quarter. If there are no transactions that should be reported, please state so.

If you wish to sign this form and attach applicable third party statements you will meet the
guidelines of AIMCo’s Code of Conduct and Ethical Standards.

Date of Trade                Security Description                  Broker/Dealer/Bank
( mm/dd/yyyy)




                                              .




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                                               APPENDIX D

                             Alberta Securities Act - Definition of “security”

       (i)        any document, instrument or writing commonly known as a security;
       (ii)       any document constituting evidence of title to or interest in the capital, assets,
                  property, profits, earnings or royalties of any person or company;
       (iii)      any document constituting evidence of an interest in an association of legatees
                  or heirs;
       (iv)       any document constituting evidence of an option, subscription or other interest in
                  or to a security
       (v)        any bond, debenture, note or other evidence of indebtedness, share, stock, unit,
                  unit certificate, participation certificate, certificate of share or interest,
                  preorganization certificate or subscription other than

                  (A)   a contract of insurance issued by an insurance company, or

                  (B) an evidence of deposit issued by a financial institution;

       (vi)       any agreement under which the interest of the purchaser is valued for purposes
                  of conversion or surrender by reference to the value of a proportionate interest in
                  a specified portfolio of assets other than a contract issued by an insurance
                  company that provides for payment at maturity of an amount of not less than 3/4
                  of the premiums paid by the purchaser for a benefit payable at maturity;

       (vii)      any agreement under which money received will be repaid or treated as a
                  subscription to shares, stock, units or interests at the option of the recipient or of
                  any person or company;

        (viii)    any certificate of share or interest in a trust, estate or association;

        (ix)     any profit-sharing agreement or certificate;

       (x)        any certificate of interest in an oil, natural gas or mining lease, claim or royalty
                  voting trust certificate;

        (xi)     any oil or natural gas royalties or leases or fractional or other interest in them;

         (xii)    any collateral trust certificate;

        (xiii)    any income or annuity contract not issued by an insurance company;

        (xiv)     any investment contract;

       (xv)       any document constituting evidence of an interest in a scholarship or educational
                  plan or trust,

       (xvi)      any item or thing not referred to in subclauses (i) to (xv) that is a futures contract
                  or option but is not an exchange contract, whether or not any of them relate to an
                  issuer or proposed issuer, but does not include an exchange contract;




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