EX-99.P.5 10 d140863dex99p5.htm EX-99.P.5

Invesco Ltd. Code of Conduct

A. | Introduction

Our company’s Mission “Helping Investors Worldwide Achieve Their Financial Objectives” is a logical starting point for our Code of Conduct. To help guide us in achieving our Mission, Invesco has developed the following set of Principles:

| • |  | We are passionate about our clients’ success

| • |  | We earn trust by acting with integrity

| • |  | People are the foundation of our success

| • |  | Working together, we achieve more

| • |  | We believe in the continuous pursuit of performance excellence

This Code of Conduct (“Code of Conduct” or “Code”) has been created to assist us in accomplishing our Mission. It contains a number of policies and standards which, when taken together, are designed to help define the essence of the conduct of an Invesco representative. These policies and standards are also intended to provide guidance to Invesco personnel in fulfilling their obligations to comply with applicable laws, rules and regulations (“applicable laws”). This Code of Conduct applies to all officers and other employees of Invesco and its subsidiaries (collectively, “Covered Persons”).

Our Principles also help define the Invesco culture. In practice, this means that our clients’ interests must always come first, that Covered Persons should treat each other with respect and consideration, and that Invesco should participate as a responsible corporate citizen in every community in which it operates. This commitment is a vital part of our achieving our principal responsibility as a publicly-held company: producing a fair return on our shareholders’ capital.

This Code of Conduct contains broad and general principles that supplement the specific policies, procedures and training within each business unit of Invesco.

Page 1 of 19

B. | Statement of General Principles

Invesco operates in a highly-regulated and complex environment. There are numerous layers of overlapping, and occasionally conflicting, laws, customs and local practices. This Code of Conduct was designed to provide all of us who are part of Invesco with a clear statement of our firm’s ethical and cultural standards.

Generally, we serve our clients as fiduciaries. Fiduciary businesses are generally held to a higher standard of conduct than other businesses, and as such there are special obligations that apply. The following key duties and principles govern our conduct as fiduciaries:

| • |  | Best interests of clients - As fiduciaries, we have a duty to act with reasonable care, skill and caution in the best interests of our clients, and to avoid conflicts of interest.

| • |  | Global fiduciary standards - Invesco seeks to maintain the same high fiduciary standards throughout the world, even though those standards may not be legally required, or even recognized, in some countries.

| • |  | Client confidentiality - We must maintain the confidentiality of information relating to the client, and comply with the data protection requirements imposed by many jurisdictions.

| • |  | Information - Clients must be provided with timely and accurate information regarding their accounts.

| • |  | Segregation and protection of assets - Processes must be established for the proper maintenance, control and protection of client assets. Fiduciary assets must be segregated from Invesco assets and property.

| • |  | Delegation of duties - Fiduciary duties should be delegated only when the client consents and where permitted by applicable law. Reasonable care, skill and caution must be exercised in the selection of agents and review of their performance.

| • |  | Client guidelines - Invesco is responsible for making investment decisions on behalf of clients that are consistent with the prospectus, contract, or other controlling document relating to the client’s account.

| • |  | Relations with regulators - We seek relationships with regulators that are open and responsive in nature.

Page 2 of 19

C. | General Conduct

1. | Fair and Honest Dealing

Covered Persons shall deal fairly and honestly with Invesco’s shareholders, customers, suppliers, competitors and employees. Covered Persons shall behave in an ethical manner and shall not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practice.

2. | Anti-Discrimination and Harassment

Invesco is committed to providing a work environment that is free of discrimination and harassment. Such conduct, whether overt or subtle, is demeaning, may be illegal, and undermines the integrity of the employment relationship.

Sexual harassment can include unwelcome sexual advances, requests for sexual favors, pressure to engage in a sexual relationship as a condition of employment or promotion, or conduct which creates a hostile or offensive work environment.

Discrimination can take many forms including actions, words, jokes, or comments based upon an individual’s race, citizenship, ethnicity, color, religion, sex, veteran status, national origin, age, disability, sexual orientation, gender identity, marital status or other legally protected characteristic. Any Covered Person who engages in harassment or discrimination will be subject to disciplinary action, up to and including termination of employment.

3. | Electronic Communications

The use of electronic mail, the Internet and other technology assets is an important part of our work at Invesco. Used improperly, this technology presents legal and business risks for the company and for individual employees. There are also important privacy issues associated with the use of technology, and related regulations are evolving.

In accordance with Invesco’s IT Systems: Acceptable Use policies, all Covered Persons are required to use information technology for proper business purposes and in a manner that does not compromise the confidentiality of sensitive or proprietary information. All communications with the public, clients, prospects and fellow employees must be conducted with dignity, integrity, and competence and in an ethical and professional manner.

We must not use information technology to: transmit or store materials which are obscene, pornographic, or otherwise offensive; engage in criminal activity; obtain unauthorized access to data or files; commit copyright violations; install personal software without permission; or make Internet statements, without permission, that suggest that the user is speaking on behalf of Invesco or its affiliates.

Page 3 of 19

4. | Substance Abuse

Invesco is committed to providing a safe and healthy work place for all employees. The use, possession, sale, transfer, purchase, or being “under the influence” of drugs at any time while on company premises or on company business is prohibited. The term “drug” includes alcoholic beverages (other than in connection with entertainment events, or in other appropriate settings), prescriptions not authorized by your doctor, inhalants, marijuana, cocaine, heroin and other illegal substances.

5. | Political Activities and Lobbying

Covered Persons, as private citizens, are encouraged to exercise their rights and duties in any political or civic process. For example, voting in elections for which they are eligible, or making contributions supporting candidates or parties of their choice.

Invesco does not make political contributions with corporate funds. No Covered Person may, under any circumstances, use company funds to make political contributions, nor may you represent your personal political views as being those of the company.

In the United States, Invesco does support a Political Action Committee.

D. | Conflicts of Interest

Invesco and its Covered Persons must adhere to the highest standards of honest and ethical conduct. A conflict of interest exists when a Covered Person acts in a manner that is not in the best interests of Invesco, our clients, or our shareholders. Often, this is because the Covered Person or someone with whom they have a close personal relationship (e.g. a relative or friend) will benefit personally.

All Covered Persons must act in a manner that is in the best interests of Invesco, our clients, and our shareholders and must avoid any situation that gives rise to an actual or apparent conflict of interest. At no time may a Covered Person use Invesco property, information, or their position to profit personally or to assist others in profiting at the expense of the company, to compete with Invesco, or to take advantage of opportunities that are discovered in the course of serving Invesco.

All Covered Persons shall promptly communicate to the applicable member of the Legal and Compliance Department any material transaction, relationship, or situation that reasonably could be expected to give rise to a conflict of interest so that the company and the Covered Person may take steps to minimize the conflict.

While not all-inclusive, the following sections describe in more detail key areas where real or perceived conflicts of interest can arise.

1. | Outside Activities and Compensation

No Covered Person shall perform work or render services for any competitor of Invesco or for any organization with which Invesco does business, or which seeks to do

Page 4 of 19

business with Invesco, outside of the normal course of his or her employment with Invesco, without the prior written approval of the company. Nor shall any such person be a director, officer, or consultant of such an organization, or permit his or her name to be used in any fashion that would tend to indicate a business connection with such organization, without such approval. Outside organizations can include public or private corporations, partnerships, charitable foundations and other not-for-profit institutions. With the above approval, Covered Persons may receive compensation for such activities.

Service with organizations outside of Invesco can; however, raise serious regulatory issues, including conflicts of interest and access to material non-public information.

As an outside board member or officer, a Covered Person may come into possession of material non-public information about the outside company or other public companies. It is critical that a proper information barrier be in place between Invesco and the outside organization, and that the Covered Person does not communicate such information to other Covered Persons in violation of the information barrier.

Similarly, Invesco may have a business relationship with the outside organization or may seek a relationship in the future. In those circumstances, the Covered Person must not be involved in any way in the business relationship between Invesco and the outside organization.

Invesco retains the right to prohibit membership by Covered Persons on any board of directors/trustees or as an officer of an outside organization where such membership might conflict with the best interests of the company. Approval will be granted on a case-by-case basis, subject to proper resolution of potential conflicts of interest. Outside activities will be approved only if these issues can be satisfactorily resolved.

2. | Personal Trading

Purchasing and selling securities in a Covered Person’s own account, or accounts over which the Covered Person has access or control, particularly in securities owned by client accounts, can give rise to potential conflicts of interest. As fiduciaries, we are held to the highest standards of conduct. Improperly gaining advance knowledge of portfolio transactions, or conducting securities transactions based upon information obtained at Invesco, can be a violation of those standards.

Every Covered Person must also comply with the specific personal trading rules in effect for the Covered Person’s business unit.

3. | Information Barriers and Material Non-Public Information

In the conduct of our business, Covered Persons may come into possession of material non-public information. This information could concern an issuer, a client, a portfolio, the market for a particular security, or Invesco itself. The Board of Directors of the company has adopted an Insider Trading Policy (“Insider Trading Policy”) which applies to all Covered Persons. The Insider Trading Policy prohibits all Covered Persons from

Page 5 of 19

using such information in ways that violate the law, including for personal gain. Non-public information must be kept confidential, which may include keeping it confidential from other Covered Persons. The purchase or sale of Invesco’s securities or the securities of other publicly-traded companies while aware of material nonpublic information about such company, or the disclosure of material nonpublic information to others who then trade in such company’s securities, is prohibited by this Code of Conduct and by United States and other jurisdictions’ securities laws.

With regard to Invesco securities, the Insider Trading Policy, among other provisions, prohibits directors, officers, and other Covered Persons who are deemed to have access to material, non-public information relating to the company from trading during specified Blackout Periods (as defined therein). All Covered Persons should review the Invesco Insider Trading Policy carefully and follow the policies and procedures described therein. The failure of a Covered Person to comply with the company’s Insider Trading Policy may subject him or her to company-imposed sanctions, up to and including termination for cause, whether or not the failure to comply results in a violation of law. Please contact an appropriate member of the Legal and Compliance Department on any questions regarding this subject and the company’s Insider Trading Policy.

4. | Gifts and Relationships with Customers and Suppliers

Invesco seeks to do business with clients and suppliers on a fair and equitable basis. We may not accept or provide gifts of other than nominal value, or lavish entertainment, or other valuable benefits or special favors to or from customers or suppliers. We must observe any limits imposed by our business unit’s policies, local laws, or regulations with respect to the acceptance or provision of gifts and entertainment.

E. | Compliance with Applicable Laws

Invesco strives to ensure that all activity by or on behalf of Invesco is in compliance with applicable laws. As Invesco operates in major countries and securities markets throughout the world, we have a duty to comply with applicable laws of the jurisdictions in which we operate. While not exhaustive, this section describes several areas where such legislation may exist.

1. | Anti-Bribery and Dealings with Governmental Officials

Invesco does not tolerate bribery. We, and those working on Invesco’s behalf, must not offer, request, receive, give, accept or agree to accept bribes to or from anyone whether in the private or public sector with the intent to induce or reward improper performance of duties.

Page 6 of 19

Many of the countries in which Invesco conducts its business prohibit the improper influencing of governmental officials or other business persons by the payment, giving or offering of bribes, gifts, political contributions, lavish hospitality or by other means. Our policy requires adherence to those restrictions.

Do not directly or indirectly promise, offer or make payment in money or give an advantage or anything of value to anyone including a government official, agent or employee of a government, political party, labor organization, charity, a business entity or its representatives, a candidate of a political party or their families, with the intent to induce favorable business treatment or improper performance of their business or government decisions and actions.

This policy prohibits actions intended to, for example, improperly:

| • |  | influence a specific decision or action or

| • |  | enhance future relationships or

| • |  | maintain existing relationships

We must not request, accept or agree to accept payments or other advantages that are intended to improperly influence our decisions or actions or additionally, agree to any business relationships that are conditional on such advantages being given or received.

In general, all travel and entertainment that Covered Persons provide to existing or perspective business partners and governmental officials must be pre-approved within the appropriate business unit. If approved, and in the case of situations involving government officials, a written confirmation that such expenses do not violate local law must be obtained from an appropriate third party (e.g., the business unit’s legal counsel or the government official’s supervisor).

Covered Persons shall comply with applicable laws governing political campaign finance and lobbying activities and shall not engage in any conduct that is intended to avoid the application of such laws to activities undertaken on Invesco’s behalf. In addition, appropriate executive officers shall monitor compliance with lobbyist registration and disclosure requirements by all individuals who act on behalf of Invesco.

These prohibitions in this section extend to any consultants or agents we may retain on behalf of Invesco.

Further information can be found in Invesco’s Global Anti-Bribery policy. Guidance regarding genuine and allowable gifts, benefits and entertainment is set out in the Gifts, Benefits and Entertainment Policy.

Page 7 of 19

2. | Anti-Money Laundering

In the global marketplace, the attempted use of financial institutions and instruments to launder money is a significant problem that has resulted in the passage of strict laws in many countries. Money laundering is the attempt to disguise money derived from or intended to finance illegal activity including drug trafficking, terrorism, organized crime, fraud, and many other crimes. Money launderers go to great lengths to hide the sources of their funds. Among the most common stratagems are placing cash in legitimate financial institutions, layering between numerous financial institutions, and integrating the laundered proceeds back into the economy as apparently legitimate funds.

All Covered Persons must be vigilant in the fight against money laundering, and must not allow Invesco to be used for money laundering. Each business unit has developed an anti-money laundering program that is consistent with Invesco’s policy. Each Covered Person must comply with the applicable program.

3. | Antitrust

The laws of many countries are designed to protect consumers from illegal competitive actions such as price fixing and dividing markets. It is Invesco’s policy and practice to compete based on the merits of our products and services. In order to further that policy, Covered Persons must not fix or control prices with competitors, divide up territories or markets, limit the production or sale of products, boycott certain suppliers or customers, unfairly control or restrict trade in any way, restrict a competitor’s marketing practices, or disparage a competitor. Covered Persons must never discuss products, pricing or markets with competitors with the intent to fix prices or divide markets.

4. | International Issues

If you conduct business for Invesco outside of the U.S., in addition to being familiar with the local laws of the other countries involved, be sure you are familiar with the following U.S. laws and regulations. Violations of these laws can result in substantial fines, imprisonment and severe restrictions on the company’s ability to do business.

Foreign Corrupt Practices Act

The United States Foreign Corrupt Practices Act (FCPA) and similar laws in many other countries have a variety of provisions that regulate business in other countries and with foreign citizens. In essence, these laws make it a crime to promise or give anything of value to a foreign official or political party in order to obtain or keep business or obtain any improper advantage. It is also illegal to make payments to agents, sales representatives or other third parties if you have reason to believe your gift will be used illegally. Seek advice from the appropriate member of the Legal and Compliance

Page 8 of 19

Department for interpretation of the FCPA or similar laws if you are involved in any business dealings that involve foreign countries.

Anti-Boycott Laws

From time to time, various countries may impose restrictions upon the ability of businesses in their jurisdiction to engage in commerce with designated individuals, countries or companies. These laws are commonly referred to as boycotts or trade embargoes. It may be against the law to cooperate in any boycotts between foreign countries not sanctioned by the laws of the place where your office is located. All requests for boycott support or boycott-related information must be reported to your supervisor and the member of the Legal and Compliance Department with responsibility for your office.

Similarly, many countries contribute the names of criminal or terrorist organizations or individuals to a common database and require financial institutions to screen customer lists against the database as part of their “Know Your Customer” obligations. We must be aware of, and where appropriate, adhere to any such restrictions.

Embargo Sanctions

The United States Treasury Department’s Office of Foreign Assets Control prohibits U.S. companies and their foreign subsidiaries from doing business with certain countries and agencies and certain individuals. The laws of other countries may have similar types of prohibitions. The regulations vary depending on the country and the type of transaction and often change as countries’ foreign policies change. If you are aware of any sensitive political issues with a country in which Invesco is doing or considering doing business, seek advice from the appropriate member of the Legal and Compliance Department.

F. | Information Management

1. | Confidential Information

Confidential information includes all non-public information that might be of use to competitors, or harmful to the company or its customers, if disclosed. All information (in any form, including electronic information) that is created or used in support of company business activities is the property of Invesco. This company information is a valuable asset and Covered Persons are expected to protect it from unauthorized disclosure. This includes Invesco customer, supplier, business partner, and employee data. United States (federal and state) and other jurisdictions’ laws may restrict the use of such information and impose penalties for impermissible use or disclosure.

Covered Persons must maintain the confidentiality of information entrusted to them by the company or its customers, vendors or consultants except when disclosure is properly authorized by the company or legally mandated. Covered Persons shall take

Page 9 of 19

all reasonable efforts to safeguard such confidential information that is in their possession against inadvertent disclosure and shall comply with any non-disclosure obligations imposed on Invesco in its agreements with third parties.

Information pertaining to Invesco’s competitive position or business strategies, and information relating to negotiations with Covered Persons or third parties, should be protected and shared only with Covered Persons having a need to know such information in order to perform their job responsibilities.

2. | Data Privacy

Data privacy, as it relates both to our clients and our employees, has become a major political and legal issue in many jurisdictions in which we do business. A variety of laws in each of those jurisdictions governs the collection, storage, dissemination, transfer, use, access to and confidentiality of personal information and patient health information. These laws can work to limit transfers of such data across borders and even among affiliated entities within Invesco. Invesco and its Covered Persons will comply with all provisions of these laws that relate to its business, including the privacy, security and electronic transmission of financial, health and other personal information. The company expects its Covered Persons to keep all such data confidential and to protect, use and disclose information in the conduct of our business only in compliance with these laws. The company will consider and may release personal information to third parties to comply with law or to protect the rights, property or safety of Invesco and its customers. In accordance with Invesco policies, each business unit has developed required disclosures and data security procedures applicable to that business unit. All Covered Persons must comply with the applicable procedures.

With respect to Invesco Covered Persons, all salary, benefit, medical and other personal information relating to Covered Persons shall generally be treated as confidential. Personnel files, payroll information, disciplinary matters, and similar information are to be maintained in a manner designed to protect confidentiality in accordance with applicable laws. All Covered Persons shall exercise due care to prevent the release or sharing of such information beyond those persons who may need such information to fulfill their job functions. Notwithstanding the foregoing, all personnel information belongs solely to Invesco and may be reviewed or used by the company as needed to conduct its business.

Page 10 of 19

G. | Protecting Invesco’s Assets

All Covered Persons shall strive to preserve and protect the company’s assets and resources and to promote their efficient use. The standards set forth below are intended to guide Covered Persons by articulating Invesco’s expectations as they relate to activities or behaviors that may affect the company’s assets.

1. | Personal Use of Corporate Assets

Theft, carelessness and waste have a direct impact on Invesco’s profitability. Covered Persons are not to convert assets of the company to personal use. Company property should be used for the company’s legitimate business purposes and the business of the company shall be conducted in a manner designed to further Invesco’s interest rather than the personal interest of an individual Covered Person. Covered Persons are prohibited from the unauthorized use or taking of Invesco’s equipment, supplies, materials or services. Prior to engaging in any activity on company time which will result in remuneration to the Covered Person or the use of Invesco’s equipment, supplies, materials or services for personal or non-work related purposes, officers and other Covered Persons shall obtain the approval of the supervisor of the appropriate business unit.

2. | Use of Company Software

Covered Persons use software programs for word processing, spreadsheets, data management, and many other applications. Software products purchased by the company are covered by some form of licensing agreement that describes the terms, conditions and allowed uses. It is the company’s policy to respect copyright laws and observe the terms and conditions of any license agreements. Copyright laws in the United States and other countries impose civil and criminal penalties for illegal reproductions and use of licensed software. You must be aware of the restrictions on the use of software and abide by those restrictions. Invesco business equipment may not be used to reproduce commercial software. In addition, you may not use personal software on company equipment without prior written approval.

3. | Computer Resources/E-mail

The company’s computer resources, which include the electronic messaging systems (e-mail, SMS, etc.), belong to Invesco and not to the Covered Person. They are not intended to be used for amusement, solicitation, or other non-business purposes. While it is recognized that Covered Persons will occasionally use the system for personal communications, it is expected that such uses will be kept to a minimum and that Covered Persons will be responsible and professional in their use of these functions. The use of the computer systems to make or forward derogatory or offensive remarks about other people or groups is prohibited. E-mail/Text messages should be treated as any other written business communication.

Page 11 of 19

4. | Invesco Intellectual Property

Covered Persons must carefully maintain and manage the intellectual property rights of Invesco, including patents, trademarks, copyrights and trade secrets, to preserve and protect their value. Information, ideas and intellectual property assets of Invesco are important to the company’s success.

Invesco’s name, logo, trademarks, inventions, processes and innovations are intellectual property assets and their protection is vital to the success of the company’s business. The company’s and any of its subsidiaries’ names, logos and other trademarks and service marks are to be used only for authorized company business and never in connection with personal or other activities unless appropriately approved and in accordance with company policy. In addition, our Covered Persons must respect the intellectual property rights of third parties. Violation of these rights can subject both you and the company to substantial liability, including criminal penalties.

Any work product produced in the course of performing your job shall be deemed to be a “work made for hire” and shall belong to Invesco and is to be used only for the benefit of Invesco. This includes such items as marketing plans, product development plans, computer programs, software, hardware and similar materials. You must share any innovations or inventions you create with your supervisor so that the company can take steps to protect these valuable assets.

5. | Retention of Books and Records

Invesco corporate records are important assets. Corporate records include essentially everything you produce as a Covered Person, regardless of its format. A corporate record may be in the form of paper, electronic data, e-mail, or voice mail. It may be something as obvious as a memorandum or a contract or something not as obvious, such as a desk calendar, an appointment book, or an expense record.

Invesco is required by law to maintain certain types of corporate records, usually for a specified period of time. Failure to retain such documents for such minimum periods could subject Invesco to penalties and fines, cause the loss of rights, obstruct justice, place Invesco in contempt of court, or place Invesco at a serious disadvantage in litigation. However, storage of voluminous records over time is costly. Therefore, Invesco has established controls to assure retention for required periods and timely destruction of retrievable records, such as paper copies and records on computers and electronic systems. Even if a document is retained for the legally required period, liability could still result if a document is destroyed before its scheduled destruction date.

Invesco and its affiliates are subject to the regulatory requirements of numerous countries and regulatory agencies. Virtually all of them have specific requirements concerning the creation, maintenance and storage of business records. Invesco expects all Covered Persons to become familiar with and fully comply with the records retention/destruction schedule for the departments and office locations for which they

Page 12 of 19

work. If you believe documents should be retained beyond the applicable retention period, consult with the Records Management Department.

6. | Sales and Marketing Materials

Invesco is committed to building sustained, open, and honest relationships with our customers, and to complying with all relevant regulatory requirements. This requires that all marketing and sales-related materials be prepared under standards approved by the Legal and Compliance Department and, prior to use, reviewed and approved by the appropriate supervisor within a business unit. Covered materials include but are not limited to, requests for proposals, client presentations, performance summaries, advertisements, published market commentaries, brochures and web site content.

H. | Disclosure of Invesco Information

1. | Integrity and Accuracy of Financial Records

The preparation and maintenance of accurate books, records and accounts is required by law and essential to the proper discharge of financial, legal and reporting obligations. All Covered Persons are prohibited from directly or indirectly falsifying or causing to be false or misleading any financial or accounting book, record or account. In addition, all financial data must be completely and accurately recorded in compliance with applicable law and Invesco’s accounting policies and procedures. A Covered Person may violate this section by acting or by failing to act when he or she becomes aware of a violation or potential violation of this section.

2. | Disclosure in Reports and Documents

Filings and Public Materials. As a public company, it is important that the company’s filings with the SEC and other U.S. federal, state, domestic and international regulatory agencies are full, fair, accurate, timely and understandable. The company also makes many other filings with the SEC and other U.S. and international regulatory agencies on behalf of the funds that its subsidiaries and affiliates manage. Further, the company prepares mutual fund account statements, client investment performance information, prospectuses and advertising materials that are sent out to its mutual fund shareholders and clients.

Disclosure and Reporting Policy. The company’s policy is to comply with all applicable disclosure, financial reporting and accounting regulations applicable to the company. The company maintains the highest commitment to its disclosure and reporting requirements, and expects and requires all Covered Persons to record information accurately and truthfully in the books and records of the company.

Information for Filings. Depending on his or her position with the company, a Covered Person may be called upon to provide necessary information to assure that the company’s public reports and regulatory filings are full, fair, accurate, timely and

Page 13 of 19

understandable. The company expects all Covered Persons to be diligent in providing accurate information to the inquiries that are made related to the company’s public disclosure requirements.

Disclosure Controls and Procedures and Internal Control Over Financial Reporting. Covered Persons are required to cooperate and comply with the company’s disclosure controls and procedures and internal controls over financial reporting so that the company’s reports and documents filed with the SEC and other U.S. federal, state, domestic and international regulatory agencies comply in all material respects with applicable laws and provide full, fair, accurate, timely and understandable disclosure.

3. | Improper Influence on the Conduct of Audits

Every Covered Person must deal fairly and honestly with outside accountants performing audits, reviews or examinations of Invesco’s and its subsidiaries’ financial statements. To that end, no Covered Person of Invesco may make or cause to be made a materially false or misleading statement (or omit facts necessary to make the statements made not misleading) in connection with an audit, review or examination of financial statements by independent accountants or the preparation of any document or report required to be filed with a governmental or regulatory authority. Covered Persons of Invesco also are prohibited from coercing, manipulating, misleading or fraudulently inducing any independent public or certified public accountant engaged in the performance or review of financial statements that are required to be filed with a governmental or regulatory authority if he or she knows or should have known that his or her actions could result in making those financial statements materially misleading.

4. | Standards for Invesco’s Financial Officers

Invesco’s Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer (the “Financial Officers”) are required to take all reasonable steps to provide full, fair, accurate, timely and understandable disclosures in the reports and documents that Invesco files with or submits to the SEC and other regulatory bodies and in other public communications made by Invesco. In the event that a Financial Officer learns that any such report, document or communication does not meet this standard and such deviation is material, then the Financial Officers are required to review and investigate such deviation, advise the Board of Directors or the Audit Committee of the Board of Directors regarding the deviation and, where necessary, revise the relevant report, document or communication.

Although a particular accounting treatment for one or more of Invesco’s operations may be permitted under applicable accounting standards, the Financial Officers may not authorize or permit the use of such an accounting treatment if the effect is to distort or conceal Invesco’s true financial condition. The accounting standards and treatments utilized by Invesco must, in all instances, be determined on an objective and uniform basis and without reference to a single transaction or series of transactions and their impact on Invesco’s financial results for a particular time period. Any new or novel

Page 14 of 19

accounting treatment or standard that is to be utilized in the preparation of Invesco’s financial statements must be discussed with Invesco’s Audit Committee and its independent auditors.

5. | Communications with the Media, Analysts and Shareholders

Invesco has a long-standing policy of co-operating with the news media and the financial community. This policy is intended to enhance respect for the company, provide accurate information, and achieve our business goals.

Invesco employs media relations professionals who are responsible for handling all contacts with the news media. Invesco’s Communications and Public Affairs Department is responsible for formulating and directing our media relations policy worldwide. Other Invesco employees may not speak to or disseminate information to the news media unless such contact has been requested and arranged by or coordinated with an Invesco media relations professional in accordance with the company’s media relations policy. Any contact from the news media should be referred promptly and without comment to an Invesco media relations professional. If you do not know the appropriate media relations professional for your unit, you can refer the contact to the Invesco Communications and Public Affairs Department.

Many countries have detailed rules with regard to the dissemination of information about public companies. In particular, a public company must have procedures for controlling the release of information that may have a material impact on its share price. The Chief Executive Officer and the Chief Financial Officer are responsible for Invesco’s relationships with the financial community, including the release of price sensitive information. Other Invesco employees may not speak to or disseminate information regarding the company to the financial community (including analysts, investors, shareholders, Company lenders, and rating agencies) unless such contact has been requested and arranged by the Chief Executive Officer, the Chief Financial Officer or the Investor Relations Group within the Finance Department

Page 15 of 19

I. | Compliance with the Code of Conduct

1. | Your Responsibilities

One person’s misconduct can damage our entire company’s hard-earned reputation and compromise the public’s trust in the company. Every Covered Person should therefore be familiar with this Code and abide strictly by its provisions.

2. | Reporting Violations of the Code

As part of being accountable to each other and Invesco, all Covered Persons are required to report possible violations of the Invesco Code of Conduct, laws or regulations. Such violations can include, but are not limited to:

| • |  | Violations of any laws or regulations generally involving Invesco;

| • |  | Questionable accounting matters, internal accounting controls, auditing matters, breaches of fiduciary duty or violations of United States or foreign securities laws or rules (collectively, “Accounting Matters”) including, but not limited to:

| • |  | fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement of Invesco;

| • |  | fraud or deliberate error in the recording and maintaining of financial records of Invesco;

| • |  | deficiencies in or non-compliance with Invesco’s internal accounting controls;

| • |  | misrepresentation or false statements to or by a senior officer or accountant regarding a matter contained in the financial records, financial reports or audit reports of Invesco;

| • |  | deviation from full and fair reporting of Invesco’s financial condition; or

| • |  | fraudulent or criminal activities engaged in by officers, directors or employees of Invesco;

You may report your concerns in any of three ways:

Contact your supervisor

We encourage you to first contact your immediate supervisor or another appropriate person in your own management chain of any concerns raised.

Page 16 of 19

Contact the Legal, Compliance, Internal Audit or Human Resources Departments

If you prefer not to discuss a concern with your own supervisor or others in your own management chain, you may instead contact the Legal, Compliance, Internal Audit or Human Resources Departments directly. The individual you report the matter to would be responsible for working with you to determine the details of your concern as well as following Invesco’s reporting and escalation processes in order to address the matter.

Call our Invesco Whistleblower Hotline

If raising a concern in the first two methods make you uncomfortable for any reason, or if you and/or the individual you have reported your concern do not feel Invesco’s established reporting and escalation channels would effectively address or is not effectively addressing the matter you have raised, you may also report your concerns confidentially and anonymously by calling the Invesco Whistleblower Hotline. If you are calling from a U.S. or Canadian location, dial 1-855-234-9780. For calls from all other locations, Use the following link to identify a toll-free number for your country:

Link to International Toll-Free Numbers

You may also report your concern by visiting the Invesco Whistleblower Hotline website at www.invesco.ethicspoint.com.

The Invesco Whistleblower Hotline is administered by an outside vendor and is available 24 hours a day, seven days a week. For more information on the Invesco Whistleblower Hotline, please click here: Invesco Whistleblower Hotline.

Complaints relating to Accounting Matters will be reviewed pursuant to the Audit Committee’s policy and procedures and under its direction and oversight by such persons as the Audit Committee determines to be appropriate. All other matters will be reviewed under the direction and oversight of the appropriate departments within Invesco, usually also including the Legal and Compliance Department. Prompt and appropriate corrective action will be taken when and as warranted in the judgment of the Audit Committee or other reviewing department.

Invesco will not permit retaliation, retribution, harassment, or intimidation of any employee who in good faith reports a possible violation. Along with the three reporting methods described above, this also includes, but is not limited to an employee who discloses information to a government or law enforcement agency, or any other national, state or provincial securities regulatory authority where the employee has reasonable cause to believe that the information discloses a violation or possible violation of federal or state law or regulation.

Page 17 of 19

However, employees who file reports or provide evidence which they know to be false or without a reasonable belief in the truth and accuracy of such information may be subject to disciplinary action, including termination of their employment.

3. | Failure to Comply

It is your responsibility at all times to comply with the law and behave in an ethical manner. Failure to obey laws and regulations violates this Code and may expose both you and the company to criminal or civil sanctions. Invesco will investigate reported violations of the Code and, if violations are found, may take disciplinary action, if appropriate, against the individuals involved up to and including termination. Invesco may also seek civil remedies from you and even refer criminal misconduct to law enforcement agencies, and may make reports, if appropriate, to regulatory authorities. Nothing in this Code restricts the company from taking any disciplinary action on any matters pertaining to the conduct of a Covered Person, whether or not expressly set forth in the Code.

4. | Annual Certification

As Covered Persons, each of us is obligated to read and understand this Code of Conduct and our relevant business unit’s policies and procedures. All Covered Persons are expected to abide by both the letter and spirit of the Code and will certify their adherence on an annual basis.

5. | Other Requirements

This Code cannot anticipate every possible situation or cover every topic in detail. The company has established special policies to address specific subjects and will update this Code and those specific policies from time-to-time. Covered Persons are also expected to perform their work with honesty and integrity in any areas not specifically addressed by the Code. If you are unclear about a situation, please speak with your supervisor or an appropriate member of the Legal and Compliance Department before taking action.

6. | Waivers of the Code

In certain limited situations, Invesco may waive the application of a provision of the Code to employees or Executive Officers (as defined in Rule 3b-7 under the Securities Exchange Act of 1934, “Executive Officers”). For the purposes of the Code, the term “waiver” shall mean a material departure from a provision of the Code.

For all employees, including Executive Officers, any requests for waivers must be made to the Legal and Compliance Department. For waiver requests not involving an Executive Officer, the Legal and Compliance Department shall forward the request to the General Counsel of the business unit for consideration.

Page 18 of 19

For waiver requests involving an Executive Officer, the Legal and Compliance Department will forward the request to the Invesco Board of Directors or a committee thereof for consideration. Only the Board of Directors or one of its committees may approve a waiver for an Executive Officer. Any such waiver granted to an Executive Officer shall be promptly disclosed to shareholders within four (4) business days as required by SEC rules and the corporate governance listing standards of the New York Stock Exchange and other applicable laws.

Criteria for a Waiver:

Any employee or Executive Officer requesting a waiver of the Code must demonstrate that such a waiver:

| • |  | is necessary to alleviate undue hardship or in view of unforeseen circumstances or is otherwise appropriate under all the relevant facts and circumstances;

| • |  | will not be inconsistent with the purposes and objectives of the Code;

| • |  | will not adversely affect the interests of clients of the company or the interests of the company; and

| • |  | will not result in a transaction or conduct that would violate provisions of applicable laws or regulations.

7. | Use and Disclosure

This Code is intended solely for the internal use by the company and does not constitute an admission, by or on behalf of the company, as to any fact, circumstance, or legal conclusion. To the extent required by law, the company shall publicly (e.g., in its Annual Report on Form 10-K and/or on its website) disclose this Code of Conduct and its application to all of the company’s Covered Persons.

8. | Amendments

This Code may only be amended by Invesco’s Board of Directors or a duly authorized committee thereof. To the extent required by law, amendments to the Code of Conduct shall be disclosed publicly. As set forth in the company’s filings with the SEC, the company has elected to disclose certain amendments to the Code that affect, and any waivers of the Code granted to, Financial Officers on the company’s Web site.

Revised: October 2015

Page 19 of 19

D6. Gifts and Entertainment

Policy Number: D-6 Implementation Date: March 2006 Effective Date: May 2015

1. | Purpose and Background

Invesco Ltd.’s (“Invesco”) Code of Conduct requires that all Invesco personnel adhere to the highest standards of ethical conduct, including sensitivity to actual or apparent conflicts of interest. Exchanging gifts and entertainment is an accepted business practice that helps to build strong business relationships between Invesco Canada Ltd. (“Invesco Canada”) and its business partners. However, the provision or receipt of gifts or entertainment can create, or can have the appearance of creating conflicts of interest.

The Invesco Gifts and Entertainment Policy (the “Invesco Policy”) establishes limits and guidelines designed to reduce the likelihood that the provision or receipt of such gifts or entertainment obligates, appears to obligate, or inappropriately influences the recipient. The Invesco Policy is applicable to Invesco and its individual business units worldwide.

This policy is intended to work with and supplement the Invesco Policy with local rules.

2. | Policy

Employees are permitted to provide gifts and entertainment for the purposes of building stronger relationships with business partners and shall only do so within the limits set forth in this policy. The limits provided in this policy are designed to limit the frequency and excessiveness of gifts and entertainment; such that the appearance of impropriety is mitigated. The provision of gifts and entertainment must not be conditioned upon Invesco Canada doing business with the business partner involved.

Solicitation of gifts and entertainment is prohibited, except for the purpose of charity events. Employees shall not solicit for gifts or entertainment and shall immediately advise the Chief Compliance Officer (“CCO”) if a business partner solicits for gifts or entertainment other than a charitable donation, or request for sponsorship. In the cases of soliciting for gifts as prizes for charity events, any gift received for this purpose is not subject to the gift threshold provided in section 4 of this policy.

3. | Application

For the purposes of this policy, a Business Partner is any person or entity that has direct or indirect existing or potential business relationships with Invesco Canada, or to a member of such a person’s immediate family.

For Invesco internal use only. No portion of this policy may be reproduced or redistributed.

Page 1 of 4

This policy shall be applicable to all Invesco Canada directors (excluding independent directors) and employees, including officers, temporary, part-time, contract and seasonal personnel, agency temps, and contingent workers (“Employees”).

4. | Gifts

Employees shall neither receive from nor give to any single Business Partner a gift exceeding the total value of $250 CAD. The maximum total value of gifts per Business Partner is $250 CAD annually.

A gift is anything of value given to or received by an Employee or a family member of an Employee from or to a Business Partner. Gifts may include, but are not limited to, personal items, air miles, services, office accessories, electronic equipment, event or show tickets, and sporting equipment. Any prize given or received during the course of an entertainment event (e.g., golf tournament) where only the Business Partner or only the Employee will be in attendance must be recorded as gifts. For the purposes of this policy, gifts do not include promotional items of nominal value (approximately $20 CAD or less - e.g., golf balls, pens, etc.). Promotional items are items that display the logo of Invesco Canada, an affiliated business unit, or a Business Partner.

With respect to approved cooperative marketing practices as provided in the Sales Practices policy, such as sales communications and investor seminars, where Invesco Canada pays a portion of the cost, Employees shall only be permitted to provide nominal value promotional items to the dealer’s clients. Nominal speaker gifts are permitted and shall be considered part of expenses paid for approved dealer-sponsored events for financial advisors.

5. | Entertainment

Employees shall neither receive from nor give to any single Business Partner entertainment exceeding the total value of $400 CAD per Business Partner per event. The maximum total value of entertainment per Business Partner is $1,200 CAD annually. The total value includes the cost for the Employee and the Employee’s family member, if applicable.

Entertainment includes meals, sporting events, the theatre, parties or receptions, and similar functions such as charity- or sponsorship-related activities and events where both the Employee and the Business Partner are in attendance. Unless personnel from both entities are in attendance, the activity is considered a gift. The value of entertainment includes the Business Partner’s proportionate share of the cost of the activity itself (for example, the cost of tickets or a meal), as well as the cost of any related activities or services provided. In addition, any prize given or received during the course of an entertainment event (e.g., golf tournament) shall be recorded as a gift. The value of entertainment does not include the cost of overhead, such as rent or equipment rentals.

Employees shall not give (pay for) or accept any travel and/or accommodation to or from a Business Partner, except with the prior approval of the CCO.

For Invesco internal use only. No portion of this policy may be reproduced or redistributed.

Page 2 of 4

6. | Reporting

With the exception of the retail and institutional sales departments, Employees shall enter and maintain all gifts and entertainment records via the Star Compliance system. Retail and institutional sales Employees shall keep the appropriate records on the systems they utilize for recording and managing gifts and entertainment.

Promotional items of nominal value (approximately $20 CAD or less) and in office (Invesco Canada’s office or the Business Partner’s office) breakfasts or lunches with a Business Partner, such as branch meetings, do not need to be recorded. All other gifts and entertainment must be recorded. Where the value of the activity or item is not readily known, the Employee shall record the current estimated value.

7. | Exceptions

Any exceptions to the established gifts and entertainment thresholds require prior approval from the Invesco Risk Management Committee (“Risk Management Committee”) as set out below. Requests for exceptions will be considered on a case-by-case basis.

In order to request an exception, the department head of the requesting Employee (“Department Head”) must submit a memo outlining the rationale for the request to the CCO for initial consideration. The CCO shall review the memo to determine the reasonableness of the request and inform the Department Head of his/her decision. If the CCO has no objections, the CCO shall forward the memo to the Invesco Global Assurance Officer who shall arrange for the Risk Management Committee to review and provide final decision.

Department Heads or their designate shall maintain any exception approvals received for their department.

8. | Oversight and Monitoring

This policy shall be overseen and administered by the Invesco Canada Code of Ethics Committee (the “Ethics Committee”), which has responsibility for the overall scope, application and enforcement of this policy.

Department Heads are expected to be generally aware of the gifts and entertainment that the Employees in their departments give or receive; and upon identification of any concerns or trends, shall bring such concerns or issues to the attention of an AVP, Compliance.

On an annual basis, the Senior Compliance Specialist responsible for testing and monitoring (“Senior Compliance Specialist”) shall conduct reviews of the gifts and entertainment logs and records to monitor compliance with this policy, including to determine whether thresholds have been exceeded and to obtain insights into patterns of behavior that may require further examination. Each year, the Senior Compliance Specialist will use a risk-based approach to determine which departments to review. A summary of such review, together with other relevant observations and recommendations, shall be reported to the Ethics Committee. The Senior Compliance

For Invesco internal use only. No portion of this policy may be reproduced or redistributed.

Page 3 of 4

Specialist shall maintain evidence of the reviews that must be maintained for a minimum of seven years.

The Ethics Committee shall receive the reports and recommendations from the reviews and from management from time to time and periodically revise this policy as necessary.

The CCO or designate shall report any breaches identified through reviews or otherwise to the Ethics Committee, the Compliance Committee of each of the Invesco Canada Funds Advisory Board and Invesco Corporate Class Inc., as well as the Invesco Canada Funds’ Independent Review Committee.

For Invesco internal use only. No portion of this policy may be reproduced or redistributed.

Page 4 of 4

D7. Personal Trading

Policy Number: D-7 Implementation Date: October 2006 Effective Date: January 2016

1. | Purpose and Background

Personal trading is monitored and restricted to ensure that employees do not take, or cannot be perceived to be taking, advantage of their knowledge of confidential trading information or their position with Invesco Canada Ltd. (“Invesco Canada”) to unfairly benefit from their personal trading activities. Invesco Canada has a fiduciary duty to its unitholders and in this position of trust must always place the best interest of its clients ahead of its own and its employees’ personal interests and avoid any actual or perceived conflict of interest.

The purpose of this policy is to ensure the fair treatment of investment funds and separately managed portfolios managed or sub-advised by Invesco Canada (a “Client Account” or collectively, “Client Accounts”) through the highest standard of integrity and ethical business conduct by employees.

2. | Application

This policy applies to all officers, directors and employees of Invesco Canada including temporary, part-time, contract, and seasonal personnel (an “Employee” or collectively, “Employees”). Independent directors of the Invesco Canada Funds Advisory Board or of the Board of Invesco Corporate Class Inc. are not subject to this policy other than with respect to section 10 of this policy. For greater certainty, this policy shall also apply to any Employee of Invesco Ltd. (“Invesco”) located in Canada who is not covered by the Code of Ethics, or other equivalent policy, of a registered investment advisory affiliate of Invesco Ltd.

Invesco Canada recognizes that certain relationships with non-employees, such as consultants or independent contractors, may present particular risks that inappropriate trading could occur in the event that they have access to non-public information. As part of the process for engaging the services of consultants or other independent contractors, the Chief Compliance Officer (“CCO”) may deem it necessary to have a non-employee agree to be bound by this policy.

For Invesco internal use only unless otherwise specified. No portion of this policy may be reproduced or redistributed other than by Invesco for education purposes of internal employees or other covered individuals or for client due diligence.

Page 1 of 13

The Invesco Canada Code of Ethics Committee (the “Committee”) shall be responsible for the overall scope, application and enforcement of this policy. The CCO shall be responsible for the administration of this policy.

3. | Definitions

Covered Accounts

A Covered Account is any account in which an Employee may hold a Covered Security (see below):

| • |  | Where the Employee is the registered and/or beneficial owner of the securities in the account, thereby having a direct financial interest or benefit from the account, including discretionary managed accounts;

| • |  | In which an Employee has indirect financial interest or indirect benefit, such as accounts held in the name of the Employee’s immediate family member residing in the same household, such as a spouse or equivalent domestic partner, children, etc. (a “Covered Individual”); or

| • |  | In which an Employee has direct control with securities trading, such as, but not limited to, any corporation, partnership or trust or any account for which the Employee has a power of attorney or trading authorization.

Covered Securities

For the purposes of this policy, Covered Securities include, but are not limited to:

| • |  | Stocks, bonds, options, rights, warrants, exchange-traded funds (“ETFs”), and exchange-traded notes (“ETNs”); and

| • |  | Any mutual funds or other proprietary investment products managed by Invesco Canada or any of its affiliates.

Equivalent Security

An Equivalent Security is any security issued by the same entity as the issuer of a security, including options, rights, warrants, preferred stock, restricted stock, bonds, and other obligations of that company.

Exempted Securities

For Invesco internal use only unless otherwise specified. No portion of this policy may be reproduced or redistributed other than by Invesco for education purposes of internal employees or other covered individuals or for client due diligence.

Page 2 of 13

Exempted Securities shall not be subject to the requirements set forth by this policy. They include:

| • |  | Unit investment trusts, including those advised by Invesco Advisers, Inc., except for any series of the PowerShares QQQ Trust or the BLDRS Index Fund Trust, which shall be considered Covered Securities for the purposes of this policy;

| • |  | Open-end U.S. and Canadian mutual funds that are not managed or distributed by Invesco Canada or any of its affiliates;

| • |  | Securities held for Covered Individuals in registered group retirement savings plans with the Great-West Life Assurance Company;

| • |  | Securities issued or guaranteed by the government of Canada or the United States;

| • |  | Principal protected or Linked note investment products; and

| • |  | Money market instruments, money market mutual funds, guaranteed investment certificates, bankers’ acceptances, bank certificates of deposit, commercial paper and repurchase agreements.

Invesco Ltd. stock (“IVZ”) is subject to the provisions of Invesco’s Code of Conduct and Insider Trading policy. Notwithstanding this exception, transactions in Invesco Ltd. securities shall be subject to the pre-clearance and reporting requirements outlined in other provisions of the Code of Conduct and any other corporate guidelines issued by Invesco.

Employees and Covered Individuals who are unclear about whether a proposed personal security transaction involves a Covered Security may contact the Compliance IVZ Global Code of Ethics team (“IVZ Global COE Team”) via email at codeofethicsnorthamerica@invesco.com or by phone at 1-877-331-2633 for clarification and information prior to executing the transaction.

4. | Policy

Employees shall conduct personal securities transactions in a manner that avoids any actual or perceived conflict of interest and shall:

| • |  | Place the interests of unitholders and Client Accounts first at all times;

For Invesco internal use only unless otherwise specified. No portion of this policy may be reproduced or redistributed other than by Invesco for education purposes of internal employees or other covered individuals or for client due diligence.

Page 3 of 13

| • |  | Not take advantage of their positions; and

| • |  | Not use any non-public information for their direct or indirect personal benefit.

This policy seeks to address conflicts of interest that may arise in the ordinary course of business and does not attempt to identify all possible conflicts of interest. This policy does not necessarily shield Employees and Covered Individuals from liability for personal trading or other conduct that violates a fiduciary duty to unitholders and Client Accounts.

5. | Reporting Requirements

Employees shall submit and sign off on the reports listed below on the Star Compliance system (“Star Compliance”) at the required frequencies.

Initial Holdings Reports

Within 10 days of becoming an Employee, each Employee shall complete an Initial Holdings Report by entering into Star Compliance the following information, which shall be current within 45 days of the date of becoming an Employee:

| • |  | a complete list of all Covered Accounts, including the name of the financial institutions with which the accounts are maintained;

| • |  | A list of all security holdings, including the security name, the number of shares (for equities) and the principal amount (for debt securities) in which the Employee has direct or indirect beneficial interest. For greater clarity, an Employee may be considered to have a beneficial interest in securities held by Covered Individuals or by certain partnership trusts, corporations, or other arrangements; and

| • |  | The date on which the report is submitted by the Employee to the IVZ Global COE Team.

Employees who do not hold any Covered Securities in any Covered Accounts shall remain responsible for signing off on the Initial Holdings Report indicating same.

Quarterly Transaction Reports

All Employees shall report, no later than 30 days after the end of each calendar quarter, all transactions executed during the quarter in a Covered Security in each Covered

For Invesco internal use only unless otherwise specified. No portion of this policy may be reproduced or redistributed other than by Invesco for education purposes of internal employees or other covered individuals or for client due diligence.

Page 4 of 13

Account. The IVZ Global COE Team shall enter the following transaction details into Star Compliance upon receipt of Employee account statements. Employees shall be responsible for reviewing and confirming that the transactions are accurate and shall contact the IVZ Global COE Team to address discrepancies, if any.

| • |  | The date of all transactions in that quarter, the security name, the number of shares (for equity securities) or the interest rate and maturity date (if applicable), and the principal amount (for debt securities) for each Covered Security;

| • |  | The nature of the transaction (buy, sell, etc.);

| • |  | The security identifier (CUSIP, symbol, etc.);

| • |  | The price of the Covered Security at which the transaction was executed;

| • |  | The name of the broker-dealer or bank executing the transaction; and

| • |  | The date on which the report is submitted by the Employee to the IVZ Global COE Team.

Employees who did not execute transactions subject to the aforementioned reporting requirements shall remain responsible for signing off on the Quarterly Transaction Report indicating same.

Additionally, Employees shall report information on any new Covered Account established during the quarter for the direct or indirect benefit of the Employee including brokerage accounts and accounts held through Private Account Services. The report shall include:

| • |  | The nature of the transaction (buy, sell, etc.);

| • |  | The date on which the account was established;

| • |  | The name of the broker-dealer or bank; and

| • |  | The date on which the report is submitted by the Employee to the IVZ Global COE Team.

Annual Holdings Reports

For Invesco internal use only unless otherwise specified. No portion of this policy may be reproduced or redistributed other than by Invesco for education purposes of internal employees or other covered individuals or for client due diligence.

Page 5 of 13

All Employees shall annually report the following information, which must be current within 45 days of the date the report is submitted to the IVZ Global COE Team:

| • |  | A list of all security holdings, including the security name, the number of shares (for equities) or the interest rate and maturity date (if applicable) and principal amount (for debt securities) for each Covered Security in each Covered Account;

| • |  | The security identifier for each Covered Security (CUSIP, symbol, etc.);

| • |  | The name of the broker-dealer or bank with or through which the security is held; and

| • |  | The date that the report is submitted by the Employee to the IVZ Global COE Team.

IVZ shares purchased through the employee stock purchase plan and vested IVZ shares that are acquired under the employee equity awards program are received into Star Compliance from an electronic data feed provided by the custodian of the account. Since this information is received from an external party, Employees shall verify that these holdings are correctly captured on Star Compliance and are included in their Annual Holdings Report.

Trade Confirmations and Account Statements

Employees and Covered Individuals shall direct their brokers to deliver to the IVZ Global COE Team duplicate trade confirmations and account statements for their Covered Accounts in a timely manner. In addition, Employees shall provide duplicate trade confirmations and account statements directly to the IVZ Global COE Team upon request.

New Covered Accounts Opened Since Joining Invesco Canada

Employees shall report any new Covered Accounts on Star Compliance. The reporting shall occur before trading begins in the account or, at the very latest, in the next Quarterly Transaction Report.

Certification of Compliance

On an annual basis, Employees shall confirm adherence to this policy by signing off on the Certificate of Compliance on Star Compliance and the Invesco Code of Conduct.

For Invesco internal use only unless otherwise specified. No portion of this policy may be reproduced or redistributed other than by Invesco for education purposes of internal employees or other covered individuals or for client due diligence.

Page 6 of 13

6. | Pre-Clearance Requirements

Exempted Securities shall not be subject to the pre-clearance requirements described below.

Employees shall seek and obtain approval using Star Compliance or from the IVZ Global COE Team prior to executing any personal securities transactions in a Covered Security in a Covered Account, except with respect to the following Covered Securities which are not subject to pre-clearance requirements:

| a) | mutual funds, excluding ETFs, managed by Invesco;

| b) | ETFs, which are considered broad-based and passively managed, and are included on the Pre-clearance Exempt ETF List and any derivatives of these securities, such as options. All PowerShares ETFs and other ETFs not listed on the Pre-clearance Exempt ETF List shall be subject to the pre-clearance requirements set forth by this policy; and

| c) | shares purchased through an employee share purchase plan or shares acquired under the employee equity awards program, including the Invesco plans. For greater certainty, the sale of any shares obtained through the employee share purchase plan or under the employee equity awards program are subject to pre-clearance requirements.

Options

In the case of personal securities transactions involving the purchase or sale of an option on an equity security, the number of underlying equity shares into which the option would convert upon exercise shall be the basis for the pre-clearance analysis. Pre-clearance for entering into an option does not guarantee pre-clearance for the exercise of the option and the Employee must also request pre-clearance to exercise the option.

7. | Pre-Clearance Process

Employees shall seek pre-clearance using the following process:

| • |  | The Employee shall enter all proposed trades that require pre-clearance into Star Compliance. For Covered Accounts in which an Employee has an interest but does not exercise control, the Covered Individual shall submit trade requests either through the Employee or by contacting the IVZ Global COE Team directly.

For Invesco internal use only unless otherwise specified. No portion of this policy may be reproduced or redistributed other than by Invesco for education purposes of internal employees or other covered individuals or for client due diligence.

Page 7 of 13

| • |  | In an effort to prevent inadvertent violations of this Policy, Employees may provide this policy to anyone who may initiate transactions that require pre-clearance, including financial advisors and Covered Individuals.

| • |  | After receiving approval, the Employee or Covered Individual shall have until 4pm ET of the next business day to execute the pre-approved trade. After that time, the pre-approval is no longer valid and if the trade has not been executed by that time, the Employee or Covered Individual must re-submit the trade for pre-clearance if he or she still wishes to trade in the security.

| • |  | If approval is granted after the close of the trading day, such approval is good through the next trading day. Examples include trading on a foreign market or bond exchange.

| • |  | Employees are encouraged to retract all unexecuted approved trades on Star Compliance for the purposes of closing unexecuted records.

8. | Discretionary Managed Accounts

Prior to establishing and maintaining a fully managed discretionary account where investment discretion is given to an investment manager or trustee, an Employee shall seek and obtain approval from the IVZ Global COE Team. Approval shall be granted based on the following conditions:

| • |  | The account is subject to a written contract and all investment discretion has been delegated to another party;

| • |  | The Employee shall provide the IVZ Global COE Team with a copy of such written agreement;

| • |  | The Employee shall certify in writing that he or she has not discussed, and will not discuss, potential investment decisions with the party to whom investment discretion has been delegated;

| • |  | The adviser shall certify in writing that he or she will not discuss any potential investment decisions with the owner of the account or Employee;

| • |  | The Employee has provided the adviser with a copy of the Invesco Canada Personal Trading policy so the adviser is aware of trading restrictions under the policy;

For Invesco internal use only unless otherwise specified. No portion of this policy may be reproduced or redistributed other than by Invesco for education purposes of internal employees or other covered individuals or for client due diligence.

Page 8 of 13

| • |  | Duplicate periodic statements shall be provided to the IVZ Global COE Team; and

| • |  | The IVZ Global COE Team or CCO has determined that the account satisfies the foregoing requirements.

Discretionary managed accounts shall not include ones where the accountholder has given a power of attorney to another person such as a broker for temporary discretionary trading.

9. | Restrictions and Prohibitions on Certain Activities

Employees shall be subject to the following additional restrictions and prohibitions relating to certain investment activities.

The Blackout Rule

Pre-clearance for a personal securities transaction shall be denied where there has been a transaction by a Client Account in the same or Equivalent Security within three business days of the proposed personal securities transaction, for portfolio managers and other personnel with knowledge of investment activity of a Client Account, or within the following two business days for all other Employees (“Restriction Period”) and the personal securities transaction does not qualify for the de minimis exemption (see below).

For practical purposes, an Employee without knowledge of the investment activity of a Client Account would not know of such activity in advance of the trade by the Client Account. Therefore, for those Employees, the Restriction Period shall commence once a trade for a Client Account is entered into the trade order management system and any pre-clearance granted to the Employee before that time shall be unaffected by the Client Account trade. For portfolio managers and other personnel with knowledge of investment activity of a Client Account, the Restriction Period shall commence at least three business days prior to the trade in the Client Account. The Restriction Period may commence earlier if the portfolio manager has initiated a buying or selling program for a particular security, meaning that he or she intends, over a period of time, to accumulate a position or reduce a position in a security. As a result of the foregoing, it is possible that a portfolio manager or other personnel will place a personal trade for a security which he or she then trades within the subsequent three days for a Client Account. In that case, the portfolio manager or other personnel will be found to have violated this policy.

When a trade request is rejected as a result of a conflict with the Restriction Period, the message on the STAR Compliance system may state either (a) that the proposed trade conflicts with a Restriction Period, (b) that the proposed trade conflicts with an Open

For Invesco internal use only unless otherwise specified. No portion of this policy may be reproduced or redistributed other than by Invesco for education purposes of internal employees or other covered individuals or for client due diligence.

Page 9 of 13

Order Restriction, or (c) that the proposed trade conflicts with a Blackout Period. An “Open Order Restriction” occurs when a trade request is made while a trade request in the same security for a Client Account has been made through the trade order management system and remains in effect while the Client Account trade request remains unfilled. A “Blackout Period” only occurs once the Client Account trade request is filled, and the Blackout Period lasts for three business days following the Client Account trade. Furthermore, as noted above in the case of portfolio managers and other personnel with knowledge of the investment activity of a Client Account, the Blackout Period also extends to three business days prior to the Client Account trade. A Restriction Period, therefore, includes both Open Order Restrictions and Blackout Periods.

De Minimis Exemptions

The IVZ Global COE Team shall apply the following de minimis exemptions for an Employee’s proposed personal securities transaction involving a security a Client Account has recently traded or is trading:

| i. | Equity de minimis exemption

If an Employee does not have knowledge of trading activity in a particular security, he or she shall be permitted to execute up to 500 shares of such security in a rolling 30 day period, provided that:

| a) | For equity securities, the issuer of the security is included in the S&P/TSX Composite Index, the Russell 1000 Index, or any indices included in the Approved De Minimis Indices List.

| b) | For any other security, including ETFs, there is no conflicting activity in a Client Account in the security or ETF during the Restriction Period that exceeds 500 shares per trading day.

| ii. | Fixed Income de minimis exemption

If an Employee does not have knowledge of trading activity in a particular fixed-income security, he or she shall be permitted to trade up to $100,000 of par value of a fixed income security in a rolling 30 day period.

Restricted List

Employees requesting pre-clearance to buy or sell a security on the IVZ Restricted List or other Invesco restricted lists, where applicable, may be restricted from executing the trade because of potential conflicts of interest.

For Invesco internal use only unless otherwise specified. No portion of this policy may be reproduced or redistributed other than by Invesco for education purposes of internal employees or other covered individuals or for client due diligence.

Page 10 of 13

Short Sales

Employees shall be permitted to short sell, except in the following situations:

| • |  | Employees shall not affect any short sell of Invesco Ltd. securities;

| • |  | Portfolio managers shall be prohibited from short selling a security for personal trading purposes if a Client Account the portfolio manager manages is long the security;

| • |  | If a portfolio manager is selling a security in a Client Account, the portfolio manager shall not short sell the same security for personal trading purposes until that position is completely sold. This provision includes the situation where the portfolio manager stops selling the security for a short period, for example to let the market absorb what has been sold, and then resumes selling the position; and

| • |  | If there is a conflict with any other restriction described in this policy.

Short-Term Trading Activities

Employees shall be prohibited from engaging in the purchase and sale, or short sale and cover of the same Covered Security within 60 days at a profit. If an Employee trades a Covered Security within the 60 day time frame, any profit from the trade shall be disgorged to a charity of Invesco’s choice.

Purchases in Initial Public Offerings (“IPOs”)

Employees shall not directly or indirectly acquire beneficial interest of any security in an equity Initial Public Offering (“IPO”), except when the securities in an IPO are purchased through a discretionary managed account.

Restricted Securities Issued by Public Companies

Restricted securities are securities acquired in an unregistered, private sale from an issuer. Unless approved by the CCO, Employees shall not invest in restricted securities of public companies including special warrant deals.

Restrictions on Hedge Funds and Private Placements

Unless approved by the CCO or the IVZ Global COE Team, Employees shall not purchase or sell any hedge funds or securities obtained through a private placement. Furthermore, portfolio managers who have been authorized to acquire securities in a

For Invesco internal use only unless otherwise specified. No portion of this policy may be reproduced or redistributed other than by Invesco for education purposes of internal employees or other covered individuals or for client due diligence.

Page 11 of 13

private placement shall disclose such investment when he or she plays a part in any Client Account’s subsequent consideration of an investment in the issuer. In such circumstances an independent review of the relevant portfolio manager’s consideration of the private placement for a Client Account shall be completed by an Investment Head, the Chief Investment Officer (“CIO”), or a portfolio manager designated by the Investment Heads or the CIO, who must be unrelated to the Client Account.

Investment Clubs

Employees shall not participate in an investment club.

Invesco Ltd. Securities

Employees shall not affect short sales of Invesco Ltd. securities.

Employees shall not engage 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.

Transactions, including transfer by gift, in Invesco Ltd. securities shall be subject to pre-clearance regardless of the size of the transaction and shall be subject to black-out periods established by Invesco Ltd. as well as holding periods prescribed under the terms of agreement or program under which the securities were received.

Holdings of Invesco Ltd. securities shall be subject to all reporting requirements set forth in this policy.

10. | Independent Directors

For the purposes of this policy, an independent director is any director of Invesco Canada’s corporate funds or members of the Invesco Canada Funds Advisory Board who is neither an officer nor an Employee of Invesco.

Independent directors shall not be subject to either the pre-clearance or reporting requirements set forth in this policy. Notwithstanding this exception, such directors shall report on a quarterly basis to the AVP, Compliance or designate any personal securities transactions executed either by the director or the director’s spouse in IVZ shares or mutual funds managed by Invesco Canada or its affiliates.

11. | Reporting and Oversight

The IVZ Global COE Team shall review all reports submitted as required by this policy and report any breaches of this policy or any other concerns relating to personal trading

For Invesco internal use only unless otherwise specified. No portion of this policy may be reproduced or redistributed other than by Invesco for education purposes of internal employees or other covered individuals or for client due diligence.

Page 12 of 13

to the CCO, or in his or her absence, the AVP, Compliance or the Head of Legal, Canada. The IVZ Global COE Team or CCO shall present all breaches and concerns to the Committee at the next Committee meeting following the breach.

At least annually, the senior member of the Compliance department responsible for oversight of the IVZ Global COE Team shall provide a written report to the Committee summarizing:

| • |  | Compliance with the policy for the period under review;

| • |  | Violations of the policy for the period under review;

| • |  | Sanctions imposed under the policy during the period under review;

| • |  | Changes in procedures recommended for the policy; and

| • |  | Any other information requested by the Committee.

In addition, the CCO or delegate shall report on personal trading matters to the Compliance Committee of the Invesco Canada Funds Advisory Board and the Board of Invesco Corporate Class Inc. and shall provide an annual report to the Invesco Canada Funds Independent Review Committee.

For Invesco internal use only unless otherwise specified. No portion of this policy may be reproduced or redistributed other than by Invesco for education purposes of internal employees or other covered individuals or for client due diligence.

Page 13 of 13