Exhibit 99.(p) 

CODE OF ETHICS AND PERSONAL TRADING POLICY FOR NORTH AMERICA

GLOSSARY

Background.

Invesco must maintain a written code of ethics and establish policies and procedures to ensure compliance with securities laws, including managing conflicts of interest such as personal trading. The North America Code of Ethics (the “Code”) and Personal Trading Policy requires Covered Persons to uphold high ethical standards and 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”).

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 (with respect to Covered Persons other than Independent Directors/Trustees; defined below), an Invesco ETF, a separately managed account, a personal trust or estate, an Employee benefit trust or any other account for which an Invesco NA Adviser provides investment advisory or sub-advisory services. For Independent Directors/Trustees, “Client Account” shall mean the Invesco funds they oversee.

“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:

“Covered Security” generally means, investment instruments or assets (public or private), unless otherwise exempt from the definition, are as follows:

The following securities are exempt from the definition of “Covered Security:”

“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 NA entity or who is employed on a full-time or part-time basis by an Invesco NA entity or subsidiary thereof. For purposes of this Code, the term Employee also includes the Employee’s Immediate Family Members (defined below).

“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.

“Immediate Family Member” means a Covered Person’s:

A roommate who does not meet any of the above criteria is not considered an Immediate Family Member.

It is the Employee’s responsibility to share the Code of Ethics requirements with their immediate family members.

Questions regarding the applicability of this definition should be directed to GEO by submitting a question through the GEO Support Portal.

“Independent Director/Trustee” means any: (i) director or trustee of an Invesco Mutual Fund who is not an “interested person” (as defined in Section 2(a)(19) of the Investment Company Act) of an Invesco Mutual Fund; (ii) director or trustee of an Invesco ETP who is not an “interested person” (as defined in Section 2(a)(19) of the Investment Company Act) of an Invesco ETP; or (iii) member of the Invesco Canada Independent Review Committee, Invesco Canada Funds Advisory Board or Board of Directors of Invesco Corporate Class Inc. who has no other executive responsibilities or engagement in an Invesco Canada Fund or Invesco NA’s day-to-day activities beyond the scope of their duties as 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.

“Investment Person” generally means a Covered Person (excluding Independent Directors/Trustees) who:

”Limited Offering or Private Placement” means an offering that is exempt from registration under U.S. federal securities laws. Private Placements are generally sold to a small number of select investors (as opposed to a public issue, in which Covered Securities are made available for sale on the open market) in order to raise capital. These may include interest in hedge funds (including limited partnership interests), shares in private companies, crowdfunding, and private real estate investments.

“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 U.S. 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.

Each Invesco NA Adviser has a fiduciary relationship with respect to each of their Client Accounts. As such, Invesco NA and Covered Persons shall:

Invesco NA and all Covered Persons are prohibited from:

Invesco NA maintains other compliance policies that may be directly applicable to a Covered Person’s specific responsibilities and duties and that address additional standards of conduct for Employees. These policies are available on the Invesco Ltd. intranet site and include, but are not limited to:

Violations of the above policies may lead to increased escalation. For further detail, see Section C. Violations and Sanctions.

Please see Exhibit B for requirements applicable to Independent Directors/Trustees.

References to Covered Persons in this Section B shall exclude Independent Directors/Trustees. Personal trading requirements and pre-clearance requirements (if any) for Independent Directors/Trustees are set forth in Exhibit B.

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.

U.S. Covered Accounts must be held with a regulated financial institution listed on the U.S. Designated/Approved Broker List².

Covered Accounts include but are not limited to the following:

² The U.S. Designated/Approved Broker List is accessible through the Compliance Reporting System.

³ 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 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.

Covered Persons and their Immediate Family Members are required to pre-clear all transactions in Covered Securities as illustrated in Exhibit A and described herein through the Compliance Reporting System.

Unless otherwise indicated in the Code, Covered Persons may not execute trades in a Covered Account until they receive approval from GEO. Approval status is communicated via an automated alert from the Compliance Reporting System. Covered Persons must carefully review this alert to confirm whether the trade request was approved or denied.

For Covered Accounts where the Covered Person has beneficial interest but does not exercise control (e.g., accounts for Immediate Family Members), all trade requests must be submitted by the Covered Person.

Gifting or bequeathing Covered Securities, including in-kind transfers or donations of stock shares to charities or family members must also be pre-cleared. Gifting is prohibited if the recipient is a public official or has a connection to Invesco’s business.

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), in which case the approval will not expire until the end of the next trading day.

If a trade is not executed within the approval window, the Covered Person must submit a new pre-clearance request and receive approval before trading in the same security.

Prohibited Trade Orders. Covered Persons are required to avoid executing transactions outside of the approval window. All orders that do not expire at market close (e.g., Good ‘Til Canceled (GTC), limit orders, stop loss orders, etc.) are prohibited.

Pre-clearance of Limited Offerings and Private Placements. Covered Persons and their Immediate Family Members must:

Additionally, Covered Persons seeking to invest in a Limited Offering/Private Placement sponsored by Invesco Ltd. and its affiliates:

Limited Offerings and Private Placements are subject to ongoing reporting obligations. If you have questions about these requirements before investing, please contact Legal or GEO by submitting a question through the GEO Support Portal.

Exemptions from Pre-Clearance. Purchases or sales of the following are exempt from the pre-clearance requirement:

Pre-clearance of Employee Share Purchase Plans and Long-Term Incentive Plans. The acquisition or deposit of shares, including IVZ shares through an Employee Share Purchase Plan or Equity Awards Program is exempt from pre-clearance. However, pre-clearance is required if Covered Persons wish to sell or gift the shares, including IVZ shares. Please refer to Exhibit A.

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:

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. Refer to the FAQ for details.

Other Prohibitions. Covered Persons shall be prohibited from:

Short-Term Trading Restriction for all Covered Persons.

5. Special Requirements for Transactions in Invesco Ltd. Stock.

Transactions in Invesco Ltd. stock are 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 Invesco Ltd. 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 and Compliance policies 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.

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

⁴Any 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.

The Quarterly Transaction Report can exclude transactions executed in Covered Securities if they were:

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. Personal securities transactions cannot occur within the account until it has been reported.

Exhibit A. Attached as Exhibit A is an Overview of Personal Trading Requirements that provides a summary of certain requirements set forth under this Code which are applicable to Covered Persons (excluding Independent Directors/Trustees). The Overview is not meant to serve as a replacement for reading the Code.

Individuals who meet the definition of a Covered Person and are on formal leave of absence or garden leave without access to Invesco systems are not considered Covered Persons during the time they are on leave.

Covered Persons must report any known or suspected violations of the Code to GEO. Violations and potential violations of the Code are investigated by GEO. Independent Directors/Trustees may report concerns, violations and potential violations to the applicable Chief Compliance Officer (“CCO”) or their delegate.

If GEO determines that a Covered Person (excluding Independent Directors/Trustees) has violated the Code, sanctions may be imposed based on the severity of the violation, following the established escalation procedure. Possible sanctions include, but are not limited to:

GEO maintains internal procedures regarding the violation investigation, sanction determination and sanction enforcement process.

To help mitigate or eliminate certain conflicts of interest related to personal trading, Covered Persons may be required to sell a previously approved Covered Security.

GEO shall be responsible for the administration and oversight of the Code and shall be responsible for:

In very limited circumstances, certain exceptions to any provision of the Code may be granted on a case-by-case basis by the applicable CCO or their 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.

ICL Boards/Committees. At least quarterly, the CCO shall inform the Invesco Canada Funds Independent Review Committee of violations, sanctions imposed, material changes and any other information as may be requested from time to time relating to the Code and for the relevant review period.

Invesco Mutual Funds Board and Invesco ETF Board.

EXHIBIT A

OVERVIEW OF PERSONAL TRADING REQUIREMENTS

Below are some, but not all, of the common investment instruments and key actions required of Covered Persons (excluding Independent Directors/Trustees) under the Code.

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.

⁵ Pre-clearance is required on the day of electing to participate in the Rights issue or Offer.

⁶ Cryptocurrency 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.

⁷ 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.

*Covered Persons may not participate in a Limited Offering without first: (a) obtaining approval from GEO before making or joining the investment, and (b) providing the offering documentation (e.g., Offering Deck, Offering Memorandum or Term Sheet) to GEO for review.

**Covered Persons must pre-clear activity in Limited Offerings/Private Placements sponsored by

Invesco Ltd. or its affiliates with GEO unless the investment is offered exclusively to Invesco Employees.  

EXHIBIT B

INDEPENDENT DIRECTORS/TRUSTEES

Independent Directors/Trustees on the Invesco Mutual Funds, Invesco Canada Fund and the Invesco ETP Boards shall refrain from beneficially owning Invesco Ltd. stock.

Independent Directors/Trustees who have questions, need to report a potential or actual violation, may report such matters to the applicable Chief Compliance Officer, or their delegate.

OVERVIEW