REG-Keystone IT Plc: Half-yearly Report

Keystone Investment Trust plc

Half-Yearly Financial Report

for the Six Months to 31 March 2009

KEY FACTS

Keystone Investment Trust plc is an investment trust company listed on the
London Stock Exchange. The Company is managed by Invesco Asset Management
Limited.

Objective of the Company

The objective of Keystone Investment Trust plc is to provide shareholders with
long-term growth of capital, mainly from UK investments.

Full details of the Company's investment policy, risk and limits can be found
in the annual financial report for the year ended 30 September 2008.

Performance Statistics

At At

31 March 30 September %

2009 2008 Change

Assets

Net assets attributable to ordinary 123,528 144,908 -14.8
shareholders (£'000)

Net asset value per ordinary share 924.0p 1083.9p -14.8

- with net income reinvested -13.4

Share price (mid-market) of ordinary 815.0p 940.0p -13.3
shares

- with net income reinvested -10.7

FTSE All-Share Index -20.1

- with income reinvested -18.3

Discount of share price to net asset
value per ordinary share:

- debt at par 11.8% 13.3%

- debt at fair value 8.0% 10.2%

Total borrowings as % of net assets 32.2 27.5
attributable to ordinary

shareholders

Effective gearing - equity and bond 111 98
exposure as percentage of net assets
attributable to ordinary shareholders

Six months Six months

ended ended

31 March 31 March %

2009 2008 Change

Revenue

Net revenue return per ordinary share 24.1p 21.4p +12.6

Interim dividend per ordinary share 17.5p 17.0p +2.9

INTERIM MANAGEMENT REPORT INCORPORATING THE CHAIRMAN'S STATEMENT

CHAIRMAN'S STATEMENT

Performance

Over the six months from 30 September 2008 to 31 March 2009, the Company's
shares gave a negative total return of -10.7% to shareholders. During the same
period, the total return of the net asset value per ordinary share was -13.4%,
while the total return of the Company's benchmark for performance measuring
purposes, the FTSE All-Share Index, was -18.3%. (All these figures are with
income reinvested.) On 31 March 2009, the discount of the share price relative
to net asset value (debt at par) was 11.8%.

Borrowings and Bond Holdings

Equity and bond exposure increased from 98% of net assets at 30 September 2008
to 111% at 31 March 2009. Following the sharp fall in markets in the first week
of October and earlier, the Board decided on 8 October 2008 to allow once again
a modest amount of gearing. The gearing limits set by the Board are that the
Manager must make no net purchases if equity exposure is more than 107.5% of
net assets, and must make sales if (as a result of market movements) equity
exposure rises to more than 115% of net assets.

In February 2009, the Board decided to raise the maximum amount allowed to be
invested in bonds from £8 million to £12 million.

VAT recoverable on Management Fees

An amount of £1,650,000 has been recognised in these accounts in respect of VAT
recoverable on management fees paid in aggregate from the current and previous
managers for the period from 1 January 2001 to 30 September 2007. This has been
credited £254,000 to revenue and £1,396,000 to capital, in the same proportion
as originally charged to the income statement. In addition, estimated interest
thereon of £172,000 has been credited to revenue.

These amounts added 13.6p per share to the net asset value, of which 3.2p is
revenue.

The Board expects the Company to receive additional refunds of VAT and interest
thereon for earlier periods. However, as the amounts involved and the timing of
receipts are uncertain, no provision has been made in these accounts.

Dividend

The interim dividend will be 17.5p per ordinary share, compared with an interim
dividend of 17p last year. The dividend will be paid on 26 June 2009 to
shareholders on the register on 5 June 2009.

Richard Oldfield

Chairman

27 May 2009

MANAGER'S REPORT

Market Review

Global equity markets have endured one of the most turbulent periods on record.
Although the effects of the credit crunch were starting to take hold in the
first half of 2008, the decision by the US Government to allow Lehman Brothers
to go bankrupt substantially changed the course of the recession. The aftermath
of this decision saw a paralysis of economic activity around the world and very
sharp declines in financial markets in the last quarter of 2008.

Policymakers were pushed into aggressive action to assist banks through a
variety of measures including outright nationalisation, capital injection and
the issuance of state guarantees. While government action across the world
ensured that the banking system stabilised, governments were not able to
prevent the immediate hit to the real economy from the freeze of credit that
followed the Lehman Brothers failure. The sudden withdrawal of credit to
corporates and households resulted in a material contraction in GDP in the
developed world.

On the domestic front, the Bank of England's (BoE) Monetary Policy Committee
cut UK interest rates aggressively during the year in an attempt to mitigate
the worst effects of the credit crunch. At the end of March 2009, the Base Rate
stood at 0.5%, the lowest level in the BoE's 315-year history. The UK economy,
however, continued to deteriorate. GDP growth for Q4 2008 confirmed that the
economy had entered a recession, evidenced by data showing that unemployment
started to rise sharply and that the Government's fiscal position was
deteriorating at a much faster pace than expected.

The financial landscape has changed substantially over the last few months,
with many of the world's largest financial institutions having disappeared or
been restructured. Within the UK sector, the changes have been no less
dramatic: HBOS was sold to Lloyds TSB following serious concerns about its
viability and Bradford & Bingley's mortgage business was nationalised and its
savings assets sold off to Spain's Santander. The UK Government has assumed a
much more prominent role in the financial services industry, part nationalising
RBS and the newly formed Lloyds Banking Group, while Barclays opted not to take
the government assistance, choosing instead to raise additional funding from
Middle Eastern and other private investors.

Putting recent falls into context, the FTSE-All Share Index has declined for
seven consecutive quarters which is worse than the aftermath of the TMT bubble
in 2000/01 and the recession of 1973/74.

Portfolio Strategy and Review

In relative terms, the Company recorded resilient performance. The
reintroduction of a modest amount of gearing early in the review period was
slightly detrimental to performance. Nevertheless, it is certainly the case
that the cautious macroeconomic view was justified and consequently the
defensive positioning of the fund, with large holdings in utilities, tobacco
and pharmaceuticals, proved to be correct in the falling markets.

A key contributor to the strong relative performance was the avoidance of UK
banking stocks, which saw large share price falls over the period, and mining
stocks were also under pressure as commodity prices declined from their recent
highs in the summer of 2008.

The portfolio was instead focused on resilient stocks, with high dividends and
cashflows, which it was felt could weather the storm. For instance,
pharmaceuticals companies GlaxoSmithKline and AstraZeneca performed well as
investors sought out their relatively defensive qualities, such as non-cyclical
revenues, high profit margins and strong cashflow. British Energy was strong
after receiving a takeover approach from French electricity company EDF, while
non-life insurer Hiscox was also a positive.

In terms of portfolio activity, International Power and Northumbrian Water were
two of the most prominent new positions introduced to the portfolio over the
period. The holding in International Power was initiated to take advantage of
its sharply falling share price as a result of concerns towards a leveraged
balance sheet and exposure to weakening electricity demand in its major markets
of the UK, US and Australia. These factors forced the stock to fall to an
attractive valuation from which a position was established in the portfolio.
Northumbrian Water was acquired, as well as additions to the position in
Pennon, as the water sector suffered in the general market move away from
utilities, and more specifically as investor concerns were heightened ahead of
the regulatory review this summer.

Outlook

During the last three months, the market has staged a strong recovery with the
FTSE All-Share Index registering a gain of 28% from its low point. The recovery
has been led by economically sensitive sectors at the expense of defensive
holdings. This rally has been based on the premise that the rate of decline in
the global economy is slowing. Whilst acknowledging that some economic
indicators have illustrated tentative signs of recovery, these may simply prove
to be the reversal of some of the extreme trends which were witnessed in
reaction to the Lehman Brothers bankruptcy. There are some substantial
challenges that remain unresolved as the process of deleveraging continues and
the Manager remains sceptical that developed economies can experience a strong
recovery by the end of the current year. When the recession does end, the
recovery is unlikely to feel much more robust as unemployment will still be
rising, the housing market will be subdued and most importantly the banks will
still make borrowing money difficult.

Against this weak economic backdrop, corporate profitability will remain under
pressure, particularly in cyclical areas of the market and sectors which are
exposed to the consumer economy; areas which have been avoided in the recent
past and which will continue to be avoided in the Fund. The focus is therefore
on the more defensive parts of the market, on companies that have robust
business models, strong balance sheets, visible cash generation and growing
dividend streams. The recent performance of the market has offered an extremely
attractive opportunity to invest in these kinds of businesses, as a large
valuation gap has opened up further undervaluing some of the strongest, most
resilient and cheapest stocks in the market.

It is not clear when the mood of the market will shift away from its current
cyclical frame of mind. It is the Manager's firm belief that the importance of
valuation in constructing this portfolio and analysing the stockmarket over the
long term will continue to be the best way to generate superior returns from
equity investing.

Mark Barnett

Fund Manager

27 May 2009

Related Parties

Invesco Asset Management Limited (`IAML'), a wholly owned subsidiary of Invesco
Limited, acts as Manager and Company Secretary to the Company. Details of
IAML's services and fee arrangements are given in the latest annual financial
report, which is available on the Company's website.

Principal Risks and Uncertainties

There is no guarantee that the investment policy adopted by the Company will
provide the returns sought by the Company. There can therefore be no guarantee
that the Company will achieve its investment objective. The principal risks and
uncertainties that could affect the Company's business can be divided into
various areas:

- Market Movements and Portfolio Performance;

- Gearing;

- Discount to Net Asset Value; and

- Regulatory and Tax Related.

A detailed explanation of these principal risks and uncertainties can be found
on page 17 of the latest published annual financial report, which is available
on the Company's website.

In the view of the Board, these principal risks and uncertainties are equally
applicable to the remaining six months of the financial year as they were to
the six months under review.

DIRECTORS' RESPONSIBILITY STATEMENT

in respect of the preparation of the half-yearly financial report

The Directors are responsible for preparing the half-yearly financial report
using accounting policies consistent with applicable law and UK Accounting
Standards.

The Directors confirm that to the best of their knowledge:

- the condensed set of financial statements contained within the half-yearly
financial report have been prepared in accordance with the Accounting Standards
Board's Statement `Half-Yearly Financial Report';

- the interim management report includes a fair review of the information
required by DTR 4.2.7 and DTR 4.2.8 of the FSA's Disclosure and Transparency
Rules; and

- the interim management report includes a fair review of the information
required on related party transactions.

The half-yearly financial report has not been audited or reviewed by the
Company's auditors.

Signed on behalf of the Board of Directors.

Richard Oldfield

Chairman

27 May 2009

INVESTMENTS BY SECTOR AT 31 MARCH 2009

UK listed ordinary shares unless otherwise stated

Market Value % of

Sector/Company £'000 Portfolio

Basic Materials

UK Coal 460 0.3

460 0.3

Consumer Goods

British American Tobacco 7,164 4.5

Reynolds American - US Common 6,577 4.1
Stock

Imperial Tobacco 6,255 3.9

Tate & Lyle 894 0.5

Landkom International 263 0.2

21,153 13.2

Consumer Services

Tesco 5,341 3.3

British Airways 1,531 1.0

ITV 377 0.2

TUI Travel 376 0.2

Brown (N) 268 0.2

Local Radio 9 0.0

7,902 4.9

Financials

Hiscox 3,427 2.1

Provident Financial 2,610 1.6

A J Bell - Unquoted 1,650 1.0

Just Retirement 1,438 0.9

Climate Exchange 901 0.6

Beazley 897 0.6

Impax Environmental 798 0.5

Trading Emissions 677 0.4

Macau Property 240 0.2

Helphire 125 0.1

12,763 8.0

Healthcare

GlaxoSmithKline 6,774 4.2

AstraZeneca 6,615 4.1

BTG 1,741 1.1

Lombard Medical 1,202 0.7

Vectura 708 0.4

Fusion IP 593 0.4

Imperial Inno 328 0.2

Renovo 237 0.2

Puricore 225 0.2

Xcounter AB 121 0.1

XTL Biopharma - ADR (10 Ord 25 0.0
Shrs)

Napo Pharmaceuticals - unquoted US 15 0.0
Common Stock

18,584 11.6

Industrials

Capita 4,135 2.6

Rolls Royce - Ordinary & C 2,988 1.9
Shares

Balfour Beatty 2,319 1.4

International Power 2,305 1.4

BAE Systems 1,632 1.0

Homeserve 1,419 0.9

Rentokil Initial 780 0.5

15,578 9.7

Oil & Gas

BG 9,097 5.7

BP 6,720 4.2

Royal Dutch Shell - A & B 5,295 3.3
Shares

21,112 13.2

Sector/Company Market Value % of

£'000 Portfolio

Technology

Sage 1,977 1.2

Arm Holdings 1,163 0.7

Nexeon Series B - Unquoted 300 0.2

Mirada 5 0.0

3,445 2.1

Telecommunications

Vodafone 6,711 4.2

BT 3,555 2.2

10,266 6.4

Utilities

National Grid 3,589 2.2

Drax 3,564 2.2

Centrica 3,391 2.1

Scottish & Southern Energy 2,976 1.9

Pennon 2,365 1.5

Northumbrian Water 1,672 1.0

17,557 10.9

Total Equity Investments 128,820 80.3

Centrica 6.375% Mar 2022 1,505 0.9

Imperial Tobacco 8.125% Mar 2024 1,435 0.9

British Airways Fltg 8.750% Aug 2016 1,368 0.9

Barclays Bank Fltg Rate Note Feb 1,039 0.6
2019

ITV 6.125% Jan 2017 817 0.5

Linde Finance Fltg 8.125% Jul 2066 595 0.4

Tesco 6.125% Feb 2022 514 0.3

First Hydro Finance 9.000% Jul 2021 479 0.3

Reed Elsevier 5.625% Oct 2016 461 0.3

Total Fixed Interest 8,213 5.1

Total Fixed Asset Investments 137,033 85.4

Barclays Bank C/D 1.700% Apr 2009 10,003 6.2

Bank of Scotland C/D 1.400% May 2009 10,000 6.2

HSBC Bank C/D 6.280% Jun 2009 3,533 2.2

Total Certificates of Deposit 23,536 14.6

Total Investments 160,569 100.0

CONDENSED INCOME STATEMENT

Year
ended

Six months to Six months to 30 Sept

31 March 2009 31 March 2008 2008

Revenue Capital Total Revenue Capital Total Total

£'000 £'000 £'000 £'000 £'000 £'000 £'000

Losses on investments - (18,685) (18,685) - (21,941) (21,941) (31,285)

Losses on certificates - 61 61 - (15) (15) (35)
of deposit

Foreign exchange losses - (1,339) (1,339) - (256) (256) (983)

Income:

UK dividends 2,321 - 2,321 2,561 - 2,561 5,770

Overseas dividends 320 - 320 392 - 392 624

UK unfranked 818 - 818 498 - 498 1,443
investment - interest

Interest on VAT 172 - 172 - - - -
recoverable on

management fees

Deposit interest 18 - 18 106 - 106 322

Underwriting 15 - 15 - - - -
commission

Investment management (116) (349) (465) (146) (438) (584) (1,119)
fee

VAT recoverable on 254 1,396 1,650 - - - -
management fees

Performance fee - (942) (942) - - - -

Other expenses (148) - (148) (134) - (134) (290)

Net return before 3,654 (19,858) (16,204) 3,277 (22,650) (19,373) (25,553)
finance costs and

taxation

Finance costs

Interest payable (378) (1,135) (1,513) (380) (1,139) (1,519) (3,037)

Distributions in (6) - (6) (6) - (6) (12)
respect of non-equity
shares

Return on ordinary 3,270 (20,993) (17,723) 2,891 (23,789) (20,898) (28,602)
activities before

taxation

Tax on ordinary (47) - (47) (39) - (39) (72)
activities

Return on ordinary 3,223 (20,993) (17,770) 2,852 (23,789) (20,937) (28,674)
activities after

taxation

Return per ordinary
share

Basic 24.1p (157.0)p (132.9)p 21.4p (177.9)p (156.5)p (214.6)p

The total column of this statement represents the Company's profit and loss
account prepared in accordance with UK Accounting Standards. The supplementary
revenue and capital columns are presented for information purposes in
accordance with the Statement of Recommended Practice issued by the Association
of Investment Companies. All items in the above statement derive from
continuing operations and the Company has no other gains or losses and,
therefore no statement of recognised gains or losses is presented. No
operations were acquired or discounted in the period.

CONDENSED BALANCE SHEET

At At At

31 March 30 September 31 March

2009 2008 2008

£'000 £'000 £'000

Non-current assets

Investments at fair value through 137,033 142,670 169,951
profit or loss

Current assets

Certificates of deposit 23,536 34,973 16,990

Amounts due from brokers 644 - 1,015

Tax recoverable 17 17 17

Unrealised profit on forward 29 35 -
currency contracts

Prepayments and accrued income 1,006 1,112 1,030

VAT recoverable on management fees 1,650 - -

Cash and cash funds 2,197 7,967 8,058

29,079 44,104 27,110

Creditors: amounts falling due
within one

year

Amounts due to brokers (1,440) (1,008) (1,190)

Unrealised loss on forward - - (70)
currency contracts

Accruals (965) (1,044) (1,077)

(2,405) (2,052) (2,337)

Net current assets 26,674 42,052 24,773

Total assets less current 163,707 184,722 194,724
liabilities

Creditors: amounts falling due
after more

than one year

Debenture stock (39,571) (39,564) (39,556)

Cumulative preference shares (250) (250) (250)

Provision (358) - -

Net assets 123,528 144,908 154,918

Capital and reserves

Share capital 6,685 6,685 6,685

Share premium account 1,258 1,258 1,258

Capital redemption reserve 466 466 466

Capital reserve 106,932 127,925 139,555

Revenue reserve 8,187 8,574 6,954

Shareholders' funds 123,528 144,908 154,918

Net asset value per share

Basic 924.0p 1083.9p 1158.8p

CONDENSED CASH FLOW STATEMENT

Six Six

Months to Year to Months to

31 March 30 September 31 Mmarch

2009 2008 2008

£'000 £'000 £'000

Total return before finance costs and (16,204) (25,553) (19,373)
taxation

Adjustment for losses on investments and 18,624 31,320 21,956
certificates of deposit

Adjustment for exchange losses 1,339 983 256

Increase in debtors (1,542) (470) (386)

Increase/(decrease) in creditors 282 (140) (163)

Tax on unfranked investment income (47) (72) (39)

Cashflow from operating activities 2,452 6,068 2,251

Servicing of finance (1,517) (3,035) (1,466)

Capital expenditure and financial
investment

Purchase of investments and (106,492) (155,115) (73,627)
certificates of deposit

Proceeds from sale of investments and 104,730 155,917 73,663
certificates of deposit

Equity dividend paid (3,610) (5,615) (3,342)

Net cash outflow before management of (4,437) (1,780) (2,521)
liquid

resources and financing

Management of liquid resources - 10,700 2,643

Decrease/(increase) in cash in the period (4,437) 8,920 122

Cash flow from movement in liquid - (10,700) (2,643)
resources

Exchange movements (1,333) (966) (134)

Debenture stock non-cash movement (7) (15) (7)

Movement in net debt in the year (5,777) (2,761) (2,662)

Net debt at beginning of period (31,847) (29,086) (29,086)

Net debt at period end (37,624) (31,847) (31,748)

Analysis of changes in net debt

Brought forward:

Cash and cash funds 7,967 10,713 10,713

Cumulative preference shares (250) (250) (250)

Debenture stock (39,564) (39,549) (39,549)

Net debt brought forward (31,847) (29,086) (29,086)

Movements in the period:

Cash outflow from cash funds and short (4,437) (1,780) (2,521)
term deposits

Exchange movements (1,333) (966) (134)

Debenture stock non-cash movement (7) (15) (7)

Net debt at period end (37,624) (31,847) (31,748)

Condensed Reconciliation of Movements in Shareholders' Funds

Share Capital

Share Premium Redemption Capital Revenue

Capital Account Reserve Reserve- Reserve Total

£'000 £'000 £'000 £'000 £'000 £'000

For the six months

ended 31 March 2008

At 1 October 2007 6,685 1,258 466 163,344 7,444 179,197

Final dividend for - - - - (3,342) (3,342)
2007

Net return on ordinary - - - (23,789) 2,852 (20,937)

activities

At 31 March 2008 6,685 1,258 466 139,555 6,954 154,918

For the year ended

30 September 2008

At 1 October 2007 6,685 1,258 466 163,344 7,444 179,197

Final dividend for - - - - (5,615) (5,615)
2007

and interim dividend

for 2008

Net return on ordinary - - - (35,419) 6,745 (28,674)

ativities

Balance at 6,685 1,258 466 127,925 8,574 144,908

30 September 2008

For the six months

ended 31 March 2009

At 1 October 2008 6,685 1,258 466 127,925 8,574 144,908

Final dividend for - - - - (3,610) (3,610)
2008

Net return on ordinary - - - (20,993) 3,223 (17,770)

activities

At 31 March 2009 6,685 1,258 466 106,932 8,187 123,528

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

1. Accounting Policies

The condensed financial statements have been using the same accounting policies
as those adopted in the annual financial report for the year ended 30 September
2008, except that the new Statement of Recommended Practice `Financial
Statements of Investment Trust Companies and Venture Capital Trusts' issued in
2009 has been adopted early. Following this, the capital reserves are now shown
in aggregate in both the balance sheet and the reconciliation of movements in
shareholders' funds. This has no effect on either the net assets or earnings of
the Company.

2. Forward Currency Contracts

The equity portfolio includes £6,592,000 (30 September 2008: £6,700,000; 31
March 2008: £9,466,000) of equities denominated in currencies other than pounds
sterling. In order to manage the currency risk, the Manager has hedged part of
their currency exposure into sterling through the use of forward foreign
exchange contracts. These foreign exchange contracts are designated as fair
value hedges through profit or loss.

3. Management Fees

The investment management fee is charged 75% to capital and 25% to revenue; the
performance-related fee is allocated wholly to capital.

Six Months Six Months Year

to to to

31 March 31 March 30
September

2009 2008 2008

£'000 £'000 £'000

Performance fee relating to 31 December 2008 584 - -

Provision for performance fee relating to 31 358 - -
December 2009

Total 942 - -

The performance-related fee provision as at 30 September 2008 was nil. A
performance-related fee of £584,000 subsequently arose and was paid for the
calendar year ended 31 December 2008.

A performance fee of £358,000 is provided for the six months ended 31 March
2009 arising from the outperformance of the Company for the year to 31 December
2009.

4. VAT Recoverable on Management Fees

An amount of £1,650,000 has been credited in these accounts in respect of VAT
recoverable on management fees. This VAT is recognised as follows in the income
statement:

Revenue Capital Total

Period Manager £'000 £'000 £'000

1 January 2001 to Merrill Lynch Investment 76 228 304
Managers Limited
31 December 2002

1 January 2003 to Invesco Asset Management 178 1,168 1,346
Limited
30 September 2007

254 1,396 1,650

In addition, estimated interest thereon of £172,000 has been recognised in
revenue. These amounts added 13.6p per share to the net asset value, of which
3.2p is revenue.

The Board expects the Company to receive additional refunds of VAT and interest
thereon for earlier periods. However, as the amounts involved and the timing of
receipts is uncertain, no provision has been made in these accounts.

5. Tax

The tax effect of expenditure is allocated between capital and revenue on the
same basis as the particular item to which it relates, using the Company's
effective rate of tax for the accounting period.

6. Basis of Returns

Six months to Six months to Year to

31 March 31 March 30 September

2009 2008 2008

£'000 £'000 £'000

Returns after tax:

Revenue 3,223 2,852 6,745

Capital (20,993) (23,789) (35,419)

Total (17,770) (20,937) (28,674)

The number of ordinary shares in issue for each period has remained unchanged
at 13,368,799.

7. Net Asset Value per Ordinary Share

At At At

31 March 30 September 31 March

2009 2008 2008

Shareholders' funds £123,528,000 £144,908,000 £154,918,000

Ordinary shares in issue at period 13,368,799 13,368,799 13,368,799
end

8. The Directors have declared an interim dividend of 17.5p (2008: 17p) per
ordinary share in respect of the six months ended 31 March 2009. This will be
paid on 26 June 2009 to ordinary shareholders registered on 5 June 2009.

9. It is the intention of the Directors to conduct the affairs of the Company
so that it satisfies the conditions for approval as an investment trust company
set out in section 842 of the Income and Corporation Taxes Act 1988.

10. The financial information contained in this half-yearly report which has
not been reviewed or audited by the independent auditors, does not constitute
statutory accounts as defined in section 240 of the Companies Act 1985. The
financial information for the half-years ended 31 March 2008 and 31 March 2009
has not been audited. The figures and financial information for the year ended
30 September 2008 are extracted and abridged from the latest published accounts
and do not constitute the statutory accounts for that year. Those accounts have
been delivered to the Registrar of Companies and included the Report of the
Independent Auditors, which was unqualified and did not include a statement
under either 237(2) or 237(3) of the Companies Act 1985.

By order of the Board

Invesco Asset Management Limited

Company Secretary

27 May 2009

END