Exhibit 99.(r)(iii)
CODE OF ETHICS AND PERSONAL TRADING POLICY FOR APAC
| Applicable To | · All Covered Persons (as defined below) · All entities listed on Exhibit A (collectively, “Invesco APAC”) |
| Departments Impacted | · Global Ethics Office (‘GEO’) · Compliance |
| Risk Addressed by Policy | Clients are harmed because of a Covered Person’s conflict of interest, violation of fiduciary duties or fraudulent/deceptive personal trading activities. |
| Relevant Law & Related Resources | · Code and Guidelines issued by the Securities and Futures Commission in Hong Kong · Code and Guidelines issued by the Mandatory Provident Fund Schemes Authority in Hong Kong · Interim Regulation on the Administration of Privately Raised Investment Funds in China · Register of Interests in Listed Specified Products under Regulation 4(1) of the Securities and Futures (Licensing and Conduct of Business) Regulations. · Personal Conduct and Trading under Para 2.12 of the Code of Ethics & Standards of Professional Conduct issued by the Investment Management Association of Singapore. · Rule of Investment Trust Association, Japan · Japan Investment Advisers Association · The Corporations Act 2001 (Cth) (Corporations Act), Australia · Securities Investment Trust and Consulting Act in Taiwan. · Regulations Governing Responsible Persons and Associated Persons of Securities Investment Trust Enterprises (SITE) in Taiwan. · Taiwan Management Code for SITE · Rule 204A-1 under the Investment Advisers Act (“Rule 204A-1”) |
| Approved By | · Greater China Risk Management Committee: November 2022 · Invesco Asset Management (Japan) Limited Risk Management Committee: January 2023 · Invesco Australia Limited Risk Management Committee: January 2023 |
| Effective Date | January 2025 |
GLOSSARY
Background.
Invesco is required to adopt and enforce a written code of ethics as well as to establish, maintain and apply policies and procedures that establish a system of controls to comply with securities laws and regulations, including, but not limited to, the management of conflicts of interest matters, which may include personal trading activities.
This Code of Ethics and Personal Trading Policy for APAC (the “Code”) requires that Covered Persons (as defined below) adhere to high standards of ethical conduct and act with integrity in accordance with their fiduciary duties. The Code is intended to comply with the requirements of the Rules listed in the summary box above (collectively, the “Rules”).
This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by Compliance.
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Definitions.
“Beneficial Ownership” means the opportunity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, to share in the economic interest or profit derived from the ownership of, or transaction in, a Covered Security.
“Client Account” means an Invesco Fund, a separately managed account, a personal trust or estate, an Employee benefit trust or any other account for which an Invesco APAC Adviser provides portfolio management, investment advisory, sub-advisory or other ancillary services.
“Compliance Reporting System” means any third party, web-based application utilized by Covered Persons, excluding Independent Directors/Trustees, for compliance reporting (i.e., personal securities transactions, investment accounts, outside activities, etc.).
“Contingent Worker” means any Invesco consultant or contractor with access to the firm’s internal network systems.
“Covered Account” means any account that holds or may hold a Covered Security whether directly or through Beneficial Ownership, and as further described in Section B.1 below.
“Covered Person” means any of the following:
| · | Employee (interns, part-time or full-time); |
| · | Contingent Worker; |
| · | Director or Officer of Invesco Ltd.; |
| · | any individual who is conducting business on behalf of an Invesco Adviser or affiliate, and has access to the firm’s internal network systems or offices; |
| · | any person meeting the definition of “Access Person,” as defined in Rule 17j-1 or Rule 204A-1; or |
| · | anyone who, at the discretion of GEO, is deemed to be a Covered Person subject to the requirements of this Code. |
“Covered Security” generally means, investment instruments or assets (public or private), unless otherwise exempt from the definition, are as follows:
| · | Stocks/shares (e.g., common, preferred or restricted) or bonds (e.g., corporate or municipal); |
| · | Exchange Traded Products (defined below); |
| · | Closed-end Funds and REITs; |
| · | Instruments that are convertible or exchangeable into a Covered Security; |
| · | Derivatives (e.g., options, futures, forwards, ADRs (American Depository Receipts)/GDRs (Global Depositary Receipts), swaps, commodities, warrants/rights), or other obligation whose value is derived or based on any of the above; |
| · | Limited Offerings/Limited Liability Company interests (defined below); |
| · | any Invesco Open-end Mutual Fund; and |
| · | any security/instrument that can be traded by an Invesco Adviser or affiliate on behalf of a client. |
This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by Compliance.
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The following securities are exempt from the definition of “Covered Security:”
| · | direct obligations of a Sovereign Government and their respective agencies, instrumentalities and government-sponsored enterprises; |
| · | bankers’ acceptances, bank certificates of deposit, commercial paper or high- quality short-term debt instruments (including repurchase agreements); |
| · | shares of an open-end mutual fund for which Invesco does not serve as an investment adviser, subadviser or principal underwriter; |
| · | money market equivalent funds; |
| · | investment trusts that invest exclusively in open-end mutual funds for which Invesco does not serve as an investment adviser, subadviser or principal underwriter; |
| · | any unit investment trust (including those advised or sub-advised by an Invesco Ltd. affiliate); |
| · | principal-protected or linked-note investment products; |
| · | physical commodities (including foreign currencies); and |
| · | Wealth Management Products in China discretionary managed by Banks/Trust/Insurance companies deemed discretionary. |
“Delegated Discretionary Account” means an account for which a Covered Person has written evidence that decision-making authority has been completely relinquished to a professional money manager who is not a family member or not otherwise subject to this Code and over which the Covered Person has no direct or indirect influence or control.
“Employee” means an individual who serves as a director or officer of an Invesco APAC entity or who is employed on a full-time or part-time basis by an Invesco APAC entity or subsidiary thereof. For purposes of this Code, the term Employee also includes the Employee’s Immediate Family Members.
“ETP Access Person” means a Covered Person who has access to Material Non-public Information attached to Invesco ETPs including but not limited to any client’s purchase or sale of Invesco ETPs and/or the holdings of an Invesco ETP or anyone else determined as such and as notified by Compliance.
“Exchange-Traded Product” or “ETP” means a security traded on an exchange that: (i) tracks an underlying security, index or financial instrument; or (ii) uses a benchmark index but whose manager(s) may change sector allocations, market-time trades, or deviate from the index. The term “ETP” includes, among other things, exchange-traded funds (“ETFs”), exchange-traded notes (“ETNs”) and exchange- traded commodities (“ETCs”).
“Global Ethics Office” or “GEO” means the team within Compliance that is responsible for monitoring conflicts in connection with a Covered Person’s personal trading, political contributions, outside business activities and gifts and entertainment.
This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by Compliance.
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“IHKL Employee” means a Covered Person who is an Employee of Invesco Hong Kong Limited and Invesco Hong Kong Limited Representative Office in Korea.
“IIMSL Employee” means a Covered person who is an Employee of Invesco Investment Management (Shanghai) Limited.
“IGRE Employee” means a Covered Person who is an Employee of Invesco Global Real Estate Asia Pacific, Inc. Japan Branch
“IAMJ Access Person” means an IAMJ Employee categorized as supervised persons who has access to nonpublic information regarding any clients' purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any reportable and anyone else determined and notified by Compliance.
“IAMJ Employee” means a Covered Person who is an Employee of Invesco Asset Management (Japan) Limited.
“IAMSL Employee” means Covered Person who is an Employee of Invesco Asset Management Singapore Ltd.
“IIPL Employee” means Covered Person who is an Employee of Invesco (India) Pvt. Ltd.
“Immediate Family Member” means a Covered Person’s:
| · | Spouse |
| · | Domestic partner or equivalent (i.e., PACS (Civil Solidarity Pact), common law marriage, etc.) |
| o | Generally considered to be a permanent committed relationship; and |
| o | With Beneficial Ownership of their partner’s Covered Accounts |
| · | Child, stepchild, parent, stepparent, sibling, mother-in-law, father-in-law, daughter-in-law, brother-in-law or sister-in-law who shares the Covered Person’s household |
A roommate who is not a domestic partner or does not otherwise have one of the attributes above shall not be deemed to be an Immediate Family Member.
Questions regarding the applicability of this definition should be directed to the Global Ethics Office.
“Independent Non-Executive Directors/Trustees” means any director or trustee of an Invesco APAC entity that has no other executive responsibilities or engagement in an Invesco Fund’s day-to-day activities beyond the scope of his or her duties as a director/trustee and does not make, participate in or obtain information regarding the purchase or sale of any Client Account’s portfolio securities as part of their service as a director/trustee.
“Initial Public Offering” or “IPO” means (i) any Covered Security which is being offered for the first time on a recognized stock exchange; or (ii) an offering of securities registered under the Securities Act, the issuer of which immediately before such registration was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended or foreign regulatory equivalents thereof.
This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by Compliance.
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“Invesco Fund” means any pooled investment vehicle or other proprietary investment product managed, advised or sub-advised by an Invesco Ltd. Affiliate. The term Invesco Fund includes any Invesco Mutual Fund, Invesco ETPs, Luxembourg SICAV/AIF, Hong Kong Unit Trust or Bermuda Fund.
“Invesco Mutual Funds” means the family of open-end and closed-end investment companies advised by Invesco Advisers, Inc. and registered under the Investment Company Act.
“Invesco APAC” means, collectively, the regulated entities outlined in Exhibit A.
“Invesco APAC Adviser” means, collectively, the SEC-registered investment advisers outlined in Exhibit A.
“Investment Person” generally means a Covered Person who:
| · | as part of their regular functions or duties makes or participates in making recommendations regarding the purchase or sale of securities in a Client Account (e.g., portfolio managers, securities analyst or traders); |
| · | works directly with or is in the same department/investment team as a portfolio manager and is likely to be exposed to sensitive information relating to those Client Accounts for which the portfolio manager has responsibility (including those who serve an administrative function); |
| · | anyone else determined and notified by Compliance and/or by the Covered Persons management; and/or |
| · | is considered as a “Investment Person” in certain jurisdictions per local requirements. |
“IREIA Employee” means a Covered Person who is an Employee of Invesco Real Estate Investment Asia Pacific Limited.
“IREK Employee” means a Covered Person who is an Employee of Invesco Real Estate Korea.
“ITL Access Person” means an ITL Employee categorized as heads of department and investment persons who are defined under Article 14 of Regulations Governing Responsible Person and Associated Persons of Securities Investment Trust Enterprises (SITE) in Taiwan and anyone else determined and notified by Compliance.
“ITL Employee” means a Covered Person who is an Employee of Invesco Taiwan Limited.
This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by Compliance.
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”Limited Offering or Private Placement” means an offering that is exempt from registration under the Securities Act of 1933 (“33 Act”), including but not limited to those offered according to Section 4(a)(2), 4(a)5, 4(a)6 or pursuant to Rule 504 or 506 under the 33 Act (e.g., Special Purpose Acquisition Company (SPAC), private equity fund or hedge fund, crowdfunding, private real estate investments such as Real Investment Trusts (REITs) or LLCs/LPs).
“MNPI” or “Material Non-public Information” means information not known to the public that may, if disclosed, have a significant impact on the price of a financial instrument and that a reasonable investor would likely consider relevant or important when making an investment decision. “Rights Issue” or “Rights Offer” means a dividend of subscription rights to buy additional securities in a company made to the company's existing security holders.
“Robo-Advisor Account” means a Covered Person’s account that holds, or can hold, Covered Securities that is maintained on a digital platform offered by a broker on the Designated/Approved Broker List to provide automated, algorithm-driven investment decisions with little to no human intervention.
"Special Purpose Acquisition Company" or "SPAC" is a company without commercial operations and formed specifically to raise capital through an IPO for the purpose of acquiring or merging with an existing company.
| A. | POLICY |
Invesco APAC has a fiduciary relationship with respect to each of their Client Accounts. As such, Covered Persons shall:
| · | place the interests of clients ahead of their personal interests; |
| · | conduct their personal trading in a manner consistent with this Code and other applicable policies to avoid any actual or potential conflicts of interest or any abuse of a position of trust and responsibility; |
| · | comply with applicable laws, rules and regulations; and |
| · | keep all MNPI (as defined above) confidential. |
Generally, Covered Persons have the ultimate responsibility for ensuring that any personal trading is conducted in accordance with applicable rules, regulations and policy.
Invesco APAC and Covered Persons are prohibited from:
| · | profiting personally by using MNPI and disclosing MNPI to any person (except as may be permitted by law or/and in accordance with Invesco’s insider trading policies;) |
| · | employing any device, scheme, or artifice to defraud any Client Account; |
| · | making an untrue statement of a material fact or omitting to state a material fact to a client that, in light of the circumstances under which they are made, are necessary to make the statement non-misleading; |
This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by Compliance.
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| · | engaging in any act, practice or course of business that operates or would operate as a fraud or deceit to a Client Account; or |
| · | engaging in any manipulative practice with respect to a Client Account or securities (including price manipulation). |
Invesco APAC maintains other compliance policies that may be directly applicable to a Covered Person’s specific responsibilities and duties and that address additional standard of conducts for employees. These policies are available on the Invesco Ltd. intranet site and include, but are not limited to:
| · | Global Code of Conduct | · | Invesco Ltd. Gifts and Entertainment | |
| · | Global Insider Trading | · | IAL Gifts and Entertainment | |
| · | Global Fraud Escalation | · | Greater China Gifts and Entertainment | |
| · | Global Outside Business Activities | · | IIPL Gifts and Entertainment | |
| · | Global Political Contributions |
Violations of any of the policies listed above may result in increased escalation. For further detail, refer to Section D regarding violations and sanctions.
| B. | PERSONAL TRADING REQUIREMENTS. |
| 1. | Covered Account Requirements for Covered Persons. |
Covered Persons are required to report all investment accounts (i.e., Covered Accounts) for which they, or Immediate Family Members have Beneficial Ownership, or have discretion, control or interests whether such discretion, control or interests are exercised or not. It is presumed that a Covered Person can control accounts held by Immediate Family Members living in the same household.
Covered Accounts must be held with a regulated financial institution listed on the Designated/Approved Broker List1 for IIPL.
For all other entities, Covered Accounts must be held with full-service brokers and regulated financial institutions.
This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by Compliance.
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Covered Accounts include but are not limited to the following:
| Brokerage Accounts | Discretionary/Robo-Advisor Accounts2 | Employee Stock Plans (e.g., ESPPs, ESOPs or ISOs) |
| Retirement Accounts (e.g., IRAs, SIPPs, Superannuation, iDeCo, RRSP, TFSA or any other local equivalent) | Transfer Agent Accounts that hold reportable Covered Securities (e.g., Invesco open- end mutual fund account) | Mutual Fund, Collective Investment or WRAP Accounts, which hold Invesco open-end funds |
| Pension Plans, which hold Covered Securities (excluding Invesco open-end funds) | Stock
and Shares ISAs (i.e., Investment ISA) |
UTMAs and UGMAs |
| Invesco 401k, and the separate Schwab Personal Choice Retirement Account (“PCRA”) | 529 Accounts that hold Covered Securities and the Invesco CollegeBound 529 plan |
1 IIPL Designated/Approved Broker List is accessible through the Compliance Reporting System.
2 Discretionary and Robo-Advisor Accounts must be disclosed. New and existing Discretionary and Robo- Advisor accounts must be approved by GEO. The Covered Person must provide supporting documentation (e.g., managed account agreement) and other required information to GEO, including duplicate statements.
Covered Persons are required to ensure that:
| · | Covered Accounts in APAC are maintained with a regulated financial institution. |
In addition:
| o | IIPL Employees should maintain the Covered Accounts with a Designated/Approved Broker as listed by Compliance. |
| o | IHKL Employee, IAMSL Employee, IREIA Employee, IREK Employee and IIMSL Employee are required to obtain pre-approval from Compliance for opening Covered Accounts. |
| o | ITL Employees should maintain the Covered Accounts (limited to TW equities) with a Designated Broker by Compliance. |
| · | Invesco Open-end Mutual Funds are held: |
| o | in an account maintained with a full-service broker, financial institution and with a broker on the Designated/Approved Broker List; |
| o | in a qualified retirement plan that a Covered Person is not legally or unilaterally able to transfer; |
| o | in the Covered Person’s Invesco 401(k) or Invesco CollegeBound 529 plan; or |
| o | directly with Invesco’s Mutual Funds’ transfer agent. |
Covered Persons may not purchase or hold Invesco affiliated open-end mutual funds beyond the above restrictions. This requirement does not apply to other Invesco securities.
This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by Compliance.
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| · | All other Covered Accounts (e.g., external retirement plans, stock plans through third-party administrators): |
| o | Covered Persons shall direct their financial institution to submit statements and confirmations to the GEO. | |
| o | If the financial institution is unable to provide transactional statements (or contract notes) to GEO through a link or hard copy, the Covered Person shall be personally responsible for submitting statements directly or upon request through the GEO Support Portal in a timely manner. | |
| o | Trade confirmations (or contract notes) must be provided no later than 7 calendar days from the date of execution. | |
| o | Transactional statements must be provided within 7 calendar days of receipt. | |
| o | A warning letter will be issued effectively to Covered Persons those who do not provide the trade confirmation (or contract notes) within 7 calendar days from the date of execution. |
| IIPL Employees | IHKL,
IAMSL, IREIA, IREK and IIMSL Employees |
ITL Employees |
| Maintain Covered Accounts with a Designated/ Approved Broker listed with Compliance | Required to obtain pre- approval from compliance to open a Covered Account | Maintain Covered Accounts (limited to TW equities) with a Designated/Approved broker listed with Compliance |
| 2. | Statements (Transactions) and Trade Confirmations (or Contract Notes). |
| · | Employees shall maintain a Covered Account with a financial institution that provides electronic trade confirmations (or contract notes) and statements directly to GEO. |
| · | If the financial institution fails or is unable to provide an electronic link or a hard copy, the Covered Person shall be personally responsible for providing transactional statements and trade confirmations (or contract notes) for the Covered Account(s) to GEO through the GEO Support Portal or where applicable, to their local Compliance upon request. |
IHKL, IREIA, IREK, IIMSL, IAMSL and ITL Employees are required to provide statements and contract notes (if any) within 7 calendar days after issuance.
| 3. | Pre-Clearance of Personal Trades. |
Covered Persons and their Immediate Family Members are required to pre-clear Covered Securities transactions through the Compliance Reporting System as illustrated in Exhibit B.
Covered Persons are prohibited from executing a security transaction, (trade) in a Covered Account until they are notified by GEO that the trade was approved. Covered Persons must carefully read the automated alert from the Compliance Reporting System, which includes the request status (i.e., approved or denied).
This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by Compliance.
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Covered Accounts in which a Covered Person has beneficial interest but does not exercise control (e.g., accounts for Immediate Family Members), all trade requests are required to be submitted through the Covered Person.
GEO will notify the Covered Person if the trade request was approved or denied.
Trade Authorization (i.e., Market Orders). Trade requests which have been submitted and approved within the Compliance Reporting System prior to market close are only valid for the current business day, unless the approval is granted after the close of the trading day (e.g., trading on a foreign market or OTC), then approval will not expire until the end of the next trading day.
If the trade is not executed within the approval window, a Covered Person shall be required to submit a new pre-clearance request and must receive approval if the Covered Person intends to trade in that security.
Prohibited Trade Orders. Covered Persons are required to avoid executing transactions outside of the approval window. Good ‘Til Canceled (GTC), Limit Orders and Stop-Limit Orders among other orders beyond the same trading day are prohibited.
Pre-clearance of Limited Offerings and Private Placements. Covered Persons and their Immediate Family Members must:
| · | Pre-clear investments in Limited Offerings and Private Placements and receive approval from GEO before investing and allow a minimum of three to five business days before the intended investment date to allow ample time for review. |
| · | Submit a Private Placement pre-clearance request through the Compliance Reporting System and include a detailed description of the investment and relevant documentation (e.g., offering deck, offering/private placement memorandum and term sheet). |
Additionally, Covered Persons seeking to invest in a Limited Offering/Private Placement sponsored by Invesco Ltd. and its affiliates:
| · | Must pre-clear all transactions through the Compliance Reporting System if the investment is made alongside third-party investors. |
| · | May transact without pre-clearance if Invesco offers the investment exclusively to Employees. |
In all instances, Limited Offerings and Private Placements are subject to ongoing reporting obligations. Please consult Legal and the Global Ethics Office if you have questions about these requirements before investing.
This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by Compliance.
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Exemptions from Pre-Clearance. Purchases or sales of the following are exempt from the pre-clearance requirement:
| · | Covered Securities in an approved Delegated Discretionary/Robo-Advisor Account; | |
| · | Invesco Mutual Funds (excluding Invesco closed-end Mutual Funds); | |
| · | Invesco ETPs (this Invesco ETP pre-clearance exemption does not apply to ETP Access Persons and to IAMJ and IGRE Employees); | |
| · | Unaffiliated broad-based ETPs (except for IAMJ and IGRE Employees) - this pre-clearance exemption does not apply to single stock ETPs; | |
| · | Currencies, cryptocurrencies, and commodities including trusts invested entirely in a currency, cryptocurrency or commodity (except for IAMJ Employees and IGRE Employees for whom currencies, cryptocurrencies and commodities are prohibited); | |
| · | Futures, swaps and options based on an index, currencies, cryptocurrencies, commodities, and unaffiliated ETPs; and | |
| · | Securities held in Invesco registered group retirement savings plans offered by an Invesco Ltd and affiliate. |
| 4. | Trading Restrictions/Prohibitions. |
Blackout Period. Covered Persons are prohibited from trading any Covered Security in a personal account on a day during which a Client Account has a pending “buy” or “sell” order in the same Covered Security.
In addition:
| · | Investment Persons (including IAMJ Access Persons) with knowledge of trading in a Covered Security for a Client Account are prohibited from personal trading within three trading days before and three trading days after such Client Account transaction; and |
| · | All other Covered Persons with knowledge of trading in a Covered Security for a Client Account are prohibited from personal trading in the same Covered Security within two trading days after such Client Account transaction. |
In addition:
| · | ITL Access persons with knowledge of trading in a Taiwan Security for a Taiwan Client Account are prohibited from personal trading within seven trading days before and thirty trading days after such Client Account transaction. |
| · | ITL Access Persons are prohibited from executing a transaction in Taiwan Security when such security is held within a Taiwan Client Account. |
| · | All other ITL Employees persons with knowledge of trading in a Taiwan Security for a Taiwan Client Account are prohibited from personal trading within seven trading days before and seven trading days after such Client Account transaction. |
This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by Compliance.
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Blackout Period Exemptions. Blackout period restrictions may be exempt if purchases and sales of a Covered Security comply with certain conditions (e.g., large market capitalization, daily trading limit, etc.) as may be determined from time to time by the GEO. Please refer to the Frequently Asked Questions available on the resources sites.
Other Prohibitions. Covered Persons shall be prohibited from:
| · | trading a Covered Security of an issuer on the applicable Restricted List(s); |
| · | crossing between the Covered Account and Client Accounts; |
| · | purchasing a Covered Security in an IPO or secondary offering; |
| · | purchasing a publicly listed SPAC when the targeted company is known; |
| · | participating in an investment club; |
| · | excessive short-term trading of any open-end Invesco Funds (excluding money market funds) and/or cash-in-lieu Invesco ETPs according to the various limitations outlined in the respective prospectus or other fund disclosure documents; |
| · | engaging in personal trading of Covered Securities that is excessive or that compromises Invesco APAC’s fiduciary duty to Client Accounts, as determined by GEO in its discretion; |
| · | effecting short sales of a Covered Security in a Covered Account; and |
| · | trading options on common stock, single stock ETPs, or Invesco ETPs when the underlying security is either not held or has been held fewer than 60 days. For the sake of clarity, trading naked options is prohibited and only covered calls and protective puts are permitted. |
In addition:
| · | IAMJ Employees and IGRE Employees are prohibited from trading in Derivatives, futures, commodities, and Trusts invested entirely in commodity transactions. |
| · | ITL Employees are prohibited maintaining a Monthly Saving Program (MSP/SIP) for Taiwan equity securities. |
Short-Term Trading Restrictions.
Short-Term Trading Restrictions Applicable to IHKL, IAMSL, IREIA, IREK and ITL Employees:
| · | Covered Persons shall not sell a Covered Security within 60 calendar days regardless if the sell transaction would result in a profit or a loss. |
| · | This restriction shall apply to all Covered Securities, including those which are exempt from pre-clearance (e.g., Invesco Funds). Further, transactions in trusts invested entirely in a currency, cryptocurrency or commodity are not subject to the 60-day holding period requirement. |
This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by Compliance.
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Short-Term Trading Restriction Applicable to IAMJ and IGRE Employees:
| · | IAMJ Access Persons shall not profit from the purchase and sale of a Covered Security within 180 calendar days of the trade date of the same Covered Security, and 60 calendar days for IAMJ Employees who are not IAMJ Access Persons. |
| · | This restriction shall apply to all Covered Securities, including those which are exempt from pre-clearance (e.g., Invesco Funds). |
| · | If an IAMJ Access Person trades a Covered Security within the 180-calendar day holding period, the full amount of any profit from the trade (which has not been adjusted to account for applicable taxes or related fees) shall be disgorged to a charity of Invesco Ltd.’s choice. |
| · | In addition, Covered Persons of IAMJ and IGRE are prohibited from short-term trading; therefore, Covered Persons of IAMJ and IGRE are restricted from buying back the position within 60 days (180 days in case of Designated Persons for Access Persons for IAMJ). |
Short-Term Trading Restrictions Applicable to all Other Employees (Employees not associated with IHKL, IAMSL, IREIA, IREK, IAMJ, or IGRE):
| · | Covered Persons shall not sell a Covered Security within 60 calendar days of the trade date at a profit but may sell at a loss. |
| · | This restriction shall apply to all Covered Securities, including those which are exempt from pre-clearance (e.g., Invesco Funds). |
| · | Transactions in unaffiliated ETPs, trusts invested entirely in a currency, cryptocurrency or commodity and derivatives (e.g., options and futures) based on an index of securities and currencies, cryptocurrencies and commodities are exempt from the 60-day holding period. This exemption shall not apply to derivatives of individual securities. |
| 5. | Special Requirements for Transactions in Invesco Ltd. Stock. |
Transactions in Invesco Ltd. stock is subject to the pre-clearance and reporting requirements set forth above. Covered Persons are prohibited from engaging in transactions in publicly traded options such as puts, calls and other derivative securities relating to Invesco Ltd.’s securities, on an exchange or any other organized market. Covered Persons should refer to the Global Insider Trading policy whenever they wish to transact in Invesco Ltd. securities in a Covered Account.
| 6. | Covered Persons Reporting and Certification Requirements. |
Certification Requirements. All Covered Persons are required to complete a Code of Ethics acknowledgment on their start date with Invesco, and annually thereafter, to acknowledge and certify that they have received, reviewed, understand, and shall comply with the Code. In addition, Covered Persons will be required to acknowledge receipt and understanding of any material amendments or new interpretations of the Code.
This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by Compliance.
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Reporting Requirements. All Covered Persons are subject to initial (upon joining Invesco) and ongoing reporting requirements. These reports will be reviewed by GEO and are intended solely for internal use and are confidential unless required to be disclosed to a regulatory or government agency.
Summary of Reporting Obligations
| New Hires3 | Covered Persons | |
| Upon joining the firm (due in 10 calendar days) |
Quarterly (due no later than 30 calendar days after the calendar quarter-end) |
Annual (due no later than 30 calendar days from year-end) |
| Covered Accounts/ Initial Holdings Report (including a list of all Covered Securities and private/limited holdings. All holdings must be as of the Covered Person’s employment start date) |
Quarterly Transaction Report (excluding dividends reinvested, private/limited offering transactions previously disclosed, auto investment plans, payroll deductions, transactions executed in an approved Discretionary/Robo-Advisor Account) |
Annual Holdings & Private Investments Report (excluding holdings in an approved Discretionary Account, and any holdings designated as non- reportable on Exhibit B) |
| Initial Compliance Policies Certification | Annual Compliance Policies Certification | |
3Any New Hire who fails to submit the Covered Accounts/Initial Holdings Report (IHR) within the (10) calendar days of their employment start date will be prohibited from engaging in any personal securities transactions until such report is submitted and may be issued a violation and subject to other sanctions.
In addition, the Quarterly Transaction Report can exclude the following transactions executed in Covered Securities that are either:
| o | transactions in a Limited Offering that have been previously disclosed to, and approved by GEO; | |
| o | transactions in an automatic investment plan, pre-authorized checking plan, dividend reinvestment plan and/or payroll deduction plan; | |
| o | transactions executed in a Delegated Discretionary Account; | |
| o | transactions executed in Covered Securities that are either: |
| § | directly with an affiliated transfer agent; or | |
| § | in the Covered Person’s registered group retirement savings plan. |
New Covered Accounts. All Covered Persons must report any new Covered Account for themselves or any Immediate Family Member within 30 calendar days of opening. Unless the account has been reported, no personal securities transactions can occur within the account.
Exhibit B. Attached as Exhibit B is an Overview of Personal Trading Requirements that provides a summary of certain requirements set forth under this Code. The Overview is not meant to serve as a replacement for reading the Code.
This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by Compliance.
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Individuals who meet the definition of a Covered Person and are on a formal leave of absence or garden leave without access to Invesco systems are not considered Covered Persons during the time they are on leave.
APAC Reporting Obligations
| Semi-Annual Reporting | Reporting of Covered Securities Transactions | |
|
IHKL, IREIA and IREK Employees - Holdings Information - Information must be current within 45 calendar days of the report |
IHKL, IREIA, IREK, ITL and IAMSL Employees - Report executed Covered Securities transactions within 7 calendar days from execution date |
IAMJ and IGRE Employees - Submit transaction confirmation via email within 15 calendar days of execution date to local compliance |
|
IAMJ and IGRE Employees - Must provide statements for accounts listed in the Compliance Reporting System; and - Via email to Tokyo Compliance |
- Submit a copy of the trade confirmation to GEO | - Notify local compliance if trade was not executed |
| C. | APPLICABILITY OF CODE TO INDEPENDENT NON-EXECUTIVE DIRECTORS/TRUSTEES. |
Independent Non-Executive Directors/Trustees shall, as applicable for APAC entities:
| (i) | pre-clear any sale or purchase in IVZ shares prior to executing such transactions; |
| (ii) | report any potential or actual conflicts of interest; and |
| (iii) | submit an annual certification of compliance with this Code, with the GEO. |
| D. | VIOLATIONS AND SANCTIONS. |
Covered Persons (excluding Independent Directors/Trustees) shall report violations and potential violations of this Code to the GEO. Independent Directors/Trustees may report violations and potential violations to the applicable CCO (or their delegate).
Violations and potential violations of the Code are investigated by the GEO.
For all Covered Persons (excluding Independent Directors/Trustees): If a determination is made that a Covered Person has violated the Code, a sanction may be imposed. Sanctions vary based on the severity of the violation(s) and include, but are not limited to:
| · | a letter of education; | |
| · | reversal of trades processed in violation of the Code; | |
| · | suspension, demotion or change in the Covered Person’s responsibilities; | |
| · | termination of employment; | |
| · | prohibition of personal trading abilities; |
This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by Compliance.
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| · | disgorgement of profits earned in the Code violation; | |
| · | referral to civil or criminal authorities, regulators where appropriate; or | |
| · | any other sanction, as may be determined by the GEO, the respective Chief Compliance Officer, and/or applicable governance committee. |
GEO and local Compliance maintain internal procedures regarding the violation investigation, sanction determination, and sanction enforcement process.
In mitigating or eliminating certain conflicts of interest that arise in connection with a Covered Person’s personal trading, a Covered Person may be required to sell a Covered Security that was previously approved. In the event the sale results in a loss, the Covered Person will not be entitled to reimbursement for such loss. In the event of a gain, the Covered Person may be required to disgorge any profit.
| E. | CODE ADMINISTRATION. |
In general, GEO shall be responsible for the administration and oversight of the Code and shall be responsible for:
| · | Identifying Covered Persons, providing Covered Persons with the Code and notifying them of their reporting obligations under the Code, and ensuring that Covered Persons submit the required certifications and reports required under the Code; |
| · | reviewing the personal trading activities of Covered Persons to identify potential or actual violations of the Code and promptly investigating such matters to resolve and make the appropriate remediations, if needed; and |
| · | promptly report any violations of the Code in writing to the respective Chief Compliance Officer, Local committee, or any other relevant governing bodies applicable to this Code, as applicable. |
In very limited circumstances, certain exceptions to any provision of the Code may be granted on a case-by-case basis by the respective Chief Compliance Officer or his or her delegate. Such exceptions shall be documented in writing by the GEO.
Any questions regarding this Code should be directed to the GEO, which may be contacted using the GEO support portal via the intranet.
| F. | REPORTING. |
Quarterly: At least quarterly, each respective Chief Compliance Officer, based on the reports/information as provided by GEO shall furnish a written report to the applicable Board and/or Committee regarding material violations of the Code by Covered Persons.
Annually: No less frequently than annually, each local Chief Compliance Officer, based on the reports/information as provided by GEO shall furnish a written report to the applicable Board that describes significant issues arising under the Code since the last report to the Board, including information about material violations of the Code and sanctions imposed in response to material violations.
This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by Compliance.
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EXHIBIT A
The Code of Ethics and Personal Trading Policy for APAC shall apply to the following entities (collectively referred to as “Invesco APAC”):
Australia
| · | Invesco Australia Limited |
| · | Invesco Asset Management Australia (Holdings) Limited |
China
| · | Invesco Asia Pacific Private Equity Investment and Fund Management(Shenzhen) Limited |
| · | Invesco Investment Management (Shanghai) Limited |
| · | Invesco Real Estate Asia Limited |
Hong Kong
| · | Invesco Hong Kong Limited (registered as an investment adviser with the SEC) |
| · | Invesco Real Estate Investment Asia Pacific Limited |
India
| · | Invesco (India) Pvt. Ltd |
Japan
| · | Invesco Asset Management (Japan) Limited (registered as an investment adviser with the SEC) |
| · | Invesco Global Real Estate Asia Pacific, Inc. Japan Branch |
Singapore
| · | Invesco Asset Management Singapore Ltd |
| · | Invesco Singapore Pte. Ltd |
South Korea
| · | Invesco Real Estate Korea |
| · | Korean Representative Office of Invesco Hong Kong Limited |
Taiwan
| · | Invesco Taiwan Limited |
This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by Compliance.
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EXHIBIT B
Overview of Personal Trading Requirements for Invesco APAC excluding IAMJ Employees and IGRE Employees
Gifting or bequeathing Covered Securities (i.e., the in-kind transfer, trading or gifting of stock shares) to charities or family members must be pre-cleared and is prohibited if the family member is a public official or connected to Invesco’s business..
| Security Type | Pre-clearance | Reporting | 60-Day Rule |
| Equities | |||
| Common/Preferred
Stocks (which includes in-kind transfers, trading or gifting/bequeathing) |
Yes | Yes | Yes |
| IPOs | PROHIBITED | PROHIBITED | N/A |
| Rights Issue or Rights Offer1 | Yes | Yes | No |
| Trusts invested entirely in a Currency or commodity | No | Yes | No |
| Exchange-Traded Products (i.e., ETFs, ETCs and ETNs) | |||
| Non-ETP Access Persons: Invesco ETPs | No | Yes | Yes |
| ETP Access Persons: Invesco ETPs, including the Invesco QQQ Trust and the BLDRS Index Fund Trust | Yes | Yes | Yes |
| Unaffiliated broad-based ETPs (apart from single-stock ETPs) | No | Yes | No |
| Single-stock ETPs and unaffiliated ETPs with a limited number of underlying securities (20 or less) that include Covered Securities | Yes | Yes | Yes |
| Cryptocurrencies2 | |||
| Cryptocurrencies | No | No | No |
| Trusts invested entirely in a cryptocurrency | No | Yes | No |
| Derivatives | |||
| Commodities and Trusts invested entirely in commodity | No | No | No (except for IHKL, IAMSL, IREIA and IREK Employees) |
| Futures, Swaps and Options3 based on common stock and affiliated ETPs | Yes | Yes | Yes |
| Naked Options | PROHIBITED | PROHIBITED | N/A |
| Futures, Swaps and Options Based on an index, currencies, commodities, cryptocurrency and unaffiliated ETPs | No | Yes | No |
1Preclearance is required on the day of electing to participate in the Rights issue or Offer.
2Cryptocurrency exemptions are subject to change and requirements may be applied to certain Employees upon notification by Compliance. Some digital assets claiming to be cryptocurrency could be deemed securities by regulators. Please contact the GEO if you have questions regarding the requirements of your digital assets under the Code.
3Options are restricted to covered calls and protective puts where the underlying security has been held no fewer than 60 days. All other option types are prohibited.
This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by Compliance.
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| Security Type | Pre-clearance | Reporting | 60-Day Rule |
| Mutual Funds | |||
| Invesco Open-end Mutual Funds | No | Yes | Yes |
| Invesco Closed-end Mutual Funds | Yes | Yes | Yes |
| Unaffiliated Open-end Mutual Funds | No | No | No |
| Unaffiliated Closed-end Mutual Funds | Yes | Yes | Yes |
| Fixed Income/Bonds | |||
| Government Treasury Bond | No | No | No |
| Certificates of Deposit | No | No | No |
| Money Market Funds | No | No | No |
| Municipal Bonds | Yes | Yes | Yes |
| Corporate Bonds | Yes | Yes | Yes |
| Structured products linked to indices | No | Yes | No |
| Invesco
Ltd. Corporate Securities (including the in-kind transfer, trading or gifting/bequeathing) | |||
| IVZ and IVR shares | Yes | Yes | Yes |
| Sale of IVZ shares acquired through ESPP, RSA and LTA | Yes | Yes | No |
| Derivatives on IVZ, short-sells of IVZ or IVZ share transactions in Professionally Managed Accounts | PROHIBITED | PROHIBITED | N/A |
| Long-Term Fund Awards | |||
| Invesco Mutual Fund grants awarded | No | No | No |
| Limited Offerings/Private Placements* | |||
| Non-Invesco offerings | Yes | Yes | Yes |
| Invesco Offerings | Yes** | Yes | Yes |
*Covered Persons may not engage in a Limited Offering without first: (a) obtaining approval prior to making or participating in the investment, and (b) provide the appropriate offering documentation (e.g., Offering Deck, Offering Memorandum, Term Sheet or Offering Presentation) to GEO for the review. Limited Investment opportunities offered directly from Invesco to Employees do not require pre-clearance, unless otherwise directed in the offer.
**Covered Persons must pre-clear activity in Limited Offerings/Private Placements sponsored by Invesco Ltd. and its affiliates with GEO unless Invesco offers the investment exclusively to Employees.
This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by Compliance.
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Overview of Personal Trading Requirements for IAMJ Employees and IGRE Employees
| Security Type | All Employees deemed to be: o non-Access Persons; |
Requirements applicable to: o Access Persons; | ||||
| Pre- clearance |
Reporting | 60-Day Rule | Pre- clearance |
Reporting | 180-Day Rule | |
| Equities | ||||||
| Common/Preferred Stocks | Yes | Yes | Yes | Yes | Yes | Yes |
| IPOs | PROHIBITED | PROHIBITED | N/A | PROHIBITED | PROHIBITED | N/A |
| Rights Issue or Rights Offer1 | Yes | Yes | No | Yes | Yes | No |
| Trusts invested entirely in currency | PROHIBITED | PROHIBITED | N/A | PROHIBITED | PROHIBITED | N/A |
| Exchange-Traded Products (i.e., ETFs, ETCs and ETNs) | ||||||
| Invesco ETPs | Yes | Yes | Yes | Yes | Yes | Yes |
| Unaffiliated broad-based ETPs (apart from single stock ETPs) | Yes | Yes | Yes | Yes | Yes | Yes |
| Single-stock ETPs and unaffiliated ETPs with a limited number of underlying securities (20 or less) that include Covered Securities | Yes | Yes | Yes | Yes | Yes | Yes |
| Cryptocurrencies2 | ||||||
| Cryptocurrencies | No | No | No | No | No | No |
| Trusts invested entirely in a cryptocurrency | PROHIBITED | PROHIBITED | N/A | PROHIBITED | PROHIBITED | N/A |
| Futures, Swaps and Options based on a cryptocurrency | PROHIBITED | PROHIBITED | N/A | PROHIBITED | PROHIBITED | N/A |
| Derivatives | ||||||
| Commodities and Trusts invested entirely in commodity | PROHIBITED | PROHIBITED | N/A | PROHIBITED | PROHIBITED | N/A |
| Futures, Swaps and Options3 based on common stock and affiliated ETPs | PROHIBITED | PROHIBITED | N/A | PROHIBITED | PROHIBITED | N/A |
1Preclearance is required on the day of electing to participate in the Rights issue or Offer.
2Cryptocurrency exemptions are subject to change and requirements may be applied to certain Employees upon notification by Compliance. Some digital assets claiming to be cryptocurrency could be deemed securities by regulators. Please contact the Global Ethics Office if you have questions regarding the requirements of your digital assets under the Code.
3 Options are restricted to covered calls and protective puts where the underlying security has been held no fewer than 60 days. All other option types are prohibited.
This policy is proprietary and may not be distributed to, or shared with, any third parties, unless required by applicable law or approved by Compliance.
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| Security Type | All Employees deemed to be: o Non-Access Persons; |
Requirements applicable to: o Access Persons; | ||||
| Pre-
clearance |
Reporting | 60-Day Rule |
Pre- clearance |
Reporting | 180-Day
Rule | |
| Naked Options | PROHIBITED | PROHIBITED | N/A | PROHIBITED | PROHIBITED | N/A |
| Futures, Swaps and Options Based on an index, currencies, commodities, cryptocurrency and unaffiliated ETPs | PROHIBITED | PROHIBITED | N/A | PROHIBITED | PROHIBITED | N/A |
| Mutual Funds | ||||||
| Invesco Open-end Mutual Funds | No | Yes | Yes | No | Yes | Yes |
| Invesco Closed-end Mutual Funds | Yes | Yes | Yes | Yes | Yes | Yes |
| Invesco QQQ Trust or the BLDRS Index Fund Trust | Yes | Yes | Yes | Yes | Yes | Yes |
| Unaffiliated Open - end Mutual Funds | No | No | No | No | No | No |
| Unaffiliated Closed - end Mutual Funds | Yes | Yes | Yes | Yes | Yes | Yes |
| Fixed Income/Bonds | ||||||
| Government Treasury Bonds | No | No | No | No | No | No |
| Certificates of Deposit | No | No | No | No | No | No |
| Money Market Funds | No | No | No | No | No | No |
| Municipal Bonds (issued by regional government in non G7 countries) | Yes | Yes | Yes | Yes | Yes | Yes |
| Corporate Bonds | Yes | Yes | Yes | Yes | Yes | Yes |
| Structured products linked to indices | No | Yes | No | No | Yes | No |
| Invesco Ltd. Corporate Securities | ||||||
| IVZ and IVR shares | Yes | Yes | Yes | Yes | Yes | Yes |
| Sale of IVZ shares acquired through ESPP, RSA and LTA | Yes | Yes | No | Yes | Yes | No |
| Derivatives on IVZ, Short-sells of IVZ or IVZ share transactions in Professionally Managed Accounts | PROHIBITED | PROHIBITED | N/A | PROHIBITED | PROHIBITED | N/A |
| Long-Term Fund Awards | ||||||
| Invesco Mutual Fund grants awarded | No | No | No | No | No | No |
| Limited Offerings/Private Placements* | ||||||
| Non-Invesco offerings | Yes | Yes | Yes | Yes | Yes | Yes |
| Invesco offerings | Yes** | Yes | Yes | Yes* | Yes | Yes |
*Covered Persons may not engage in a Limited Offering without first: (a) giving the GEO a detailed written notification describing the transaction and indicating whether or not they will receive compensation; and (b) obtaining prior written permission from the GEO.
**Covered Persons must pre-clear activity in Limited Offerings/Private Placements sponsored by Invesco Ltd. and its affiliates with GEO unless Invesco offers the investment exclusively to Employees.