INVENTRUST PROPERTIES CORP.
CODE OF ETHICS AND BUSINESS CONDUCT

In accordance with the requirements of the Securities and Exchange Commission (the “SEC”), the Board of Directors (the “Board”) of InvenTrust Properties Corp. (the “Company”) has adopted this Code of Ethics and Business Conduct (the “Code”) to encourage:

  • Honest and ethical conduct, including fair dealing and the ethical handling of actual or apparent conflicts of interest;
  • Full, fair, accurate, timely and understandable disclosure;
  • Compliance with applicable governmental laws, rules and regulations;
  • Prompt internal reporting of any violations of law or the Code;
  • Accountability for adherence to the Code, including fair process by which to determine violations;
  • Consistent enforcement of the Code, including clear and objective standards for compliance;
  • Protection for persons reporting any such questionable behavior;
  • The protection of the Company’s legitimate business interests, including its assets and corporate opportunities; and
  • Confidentiality of information entrusted to directors, officers and employees by the Company and its customers.

All directors, officers (including Senior Financial Officers (as defined below)) and employees (each a “Covered Party” and, collectively, the “Covered Parties”) of the Company and all of its subsidiaries and controlled affiliates are expected to be familiar with the Code and to adhere to those principles and procedures set forth below. Covered Parties generally have other legal and contractual obligations to the Company. This Code is not intended to reduce or limit the other obligations that you may have to the Company. This Code must be read in conjunction with the Company’s employee handbook and other Company compliance and employment policies, practices and procedures. Covered Parties must conduct themselves accordingly, exhibiting the highest standard of business and professional integrity, and seek to avoid even the appearance of improper behavior. Disciplinary measures for violations of this Code may include, but are not limited to, counseling, oral or written reprimands, warnings, probation, suspension with or without pay, demotions, reductions in salary, termination of employment or service and possible civil and criminal prosecution.

I. Conflicts of Interest

The Company recognizes and respects the right of its directors, officers and employees to engage in outside activities which they may deem proper and desirable, provided that these activities do not impair or interfere with the performance of their duties to the Company or their ability to act in the Company’s best interests. In most, if not all, cases, this will mean that our directors, officers and employees must avoid situations that present a potential or actual conflict between their private interests and the Company’s interests. Exceptions may only be made after review and approval of specific or general categories by the Company’s Executive Vice President – General Counsel (in the case of employees) or the Company’s board of directors (the “Board”) (in the case of directors and executive officers).

A “conflict of interest” occurs when the private interests of a Covered Party interfere, or appear to interfere, with the interests of the Company as a whole.

For example, a conflict of interest can arise when a Covered Party takes actions or has personal interests that may make it difficult to perform his or her Company duties objectively and effectively. A conflict of interest may also arise when a Covered Party, or a member of his or her immediate family1, receives improper personal benefits as a result of his or her position at the Company.

Conflicts of interest can also occur indirectly. For example, a conflict of interest may arise when a Covered Party is also an executive officer, a major stockholder or has a material interest in a company or organization doing business with the Company.

Each Covered Party has an obligation to conduct the Company’s business in an honest and ethical manner, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships. Any situation that involves, or may reasonably be expected to involve, a conflict of interest with the Company, should be disclosed promptly to the Company’s General Counsel or Chief Executive Officer. Actual or potential conflicts of interests involving an executive officer of the Company should be disclosed directly to the Company’s President and Chief Executive Officer, who will disclose such conflict of interest to the Board, and actual or potential conflicts of interests involving a director should be disclosed directly to the President and Chief Executive Officer, the Chairman of the Board and the Chair of the Nominating and Corporate Governance Committee (if applicable).

This Code does not attempt to describe all possible conflicts of interest that could develop. Other common conflicts from which Covered Parties must refrain are set out below:

  • Covered Parties may not engage in any conduct or activities that are inconsistent with the Company's best interests or that disrupt or impair the Company's relationship with any person or entity with which the Company has or proposes to enter into a business or contractual relationship.
  • Covered Parties may not accept compensation, in any form, for services performed for the Company from any source other than the Company.
  • No director or officer may take up any management or other employment position with, or have any material interest in, any firm or company that is in competition with the Company.

II. Disclosures

The information in the Company's public communications, including in all reports and documents filed with or submitted to the SEC, must be full, fair, accurate, timely and understandable.

To ensure the Company meets this standard, all Covered Parties (to the extent they are involved in the Company’s disclosure process) are required to maintain familiarity with the disclosure requirements, processes and procedures applicable to the Company commensurate with their duties. Covered Parties are prohibited from knowingly misrepresenting, omitting or causing others to misrepresent or omit, material facts about the Company to others, including the Company’s independent auditors, governmental regulators and self-regulatory organizations.

III. Compliance with Laws, Rules and Regulations

The Company is obligated to comply with all applicable laws, rules and regulations. It is the personal responsibility of each Covered Party to adhere to the standards and restrictions imposed by these laws, rules and regulations in the performance of his or her duties for the Company. No Covered Party shall engage in any unlawful activity in conducting the Company’s business or in performing his or her day-to-day company duties, nor shall any Covered Party instruct others, including, but not limited to, third parties acting as agents for the Company, to do so.

The Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer or Controller (or persons performing similar functions) of the Company (together, the “Senior Financial Officers”) are also required to promote compliance by all employees with the Code and to abide by Company standards, policies and procedures.

IV. Insider Trading

Trading on inside information is a violation of federal securities law. Covered Parties in possession of material non-public information about the Company or companies with whom we do business must abstain from trading or advising others to trade in the respective company’s securities from the time that they obtain such inside information until adequate public disclosure of the information. Material information is information of such importance that it can be expected to affect the judgment of investors as to whether or not to buy, sell, or hold the 3securities in question. To use non-public information for personal financial benefit or to “tip” others, including family members, who might make an investment decision based on this information is not only unethical but also illegal. Covered Parties who trade stock based on insider information can be personally liable for damages totaling up to three times the profit made or loss avoided by the respective Covered Party. All Covered Employees are expected to comply with the Company’s Insider Trading Compliance Policy.

V. Corporate Opportunities

All Covered Parties owe a duty to the Company to advance the legitimate interests of the Company when the opportunity to do so arises. Covered Parties are prohibited from directly or indirectly (a) taking personally for themselves opportunities that are discovered through the use of Company property, information or positions, unless such opportunity has first been presented to, and rejected by, the Company; (b) using Company property, information or positions for personal gain; or (c) competing with the Company for business opportunities.

VI. Confidentiality

In carrying out the Company’s business, Covered Parties may learn confidential or proprietary information about the Company, its customers, distributors, suppliers or joint venture partners. Confidential or proprietary information includes all non-public information relating to the Company, or other companies, that would be harmful to the relevant company or useful or helpful to competitors if disclosed, including financial results or prospects, information provided by a third party, trade secrets, new product or marketing plans, investment strategy, potential acquisitions or investments, or information of use to our competitors or harmful to us or our customers if disclosed.

Covered Parties must maintain the confidentiality of all information so entrusted to them, except when disclosure is authorized or legally mandated. Covered Parties must safeguard confidential information by keeping it secure, limiting access to those who have a need to know in order to do their job, and avoiding discussion of confidential information in public areas such as planes, elevators, and restaurants and on mobile phones. This prohibition includes, but is not limited to, inquiries made by the press, analysts, investors or others.

Covered parties also may not use such information for personal gain. These confidentiality obligations continue even after employment or Board service with the Company ends.

VII. Fair Dealing

Each Covered Party should endeavor to deal fairly with the Company's customers, service providers, suppliers, competitors and employees. No Covered Party should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any unfair dealing practice. Inappropriate use of 4proprietary information, misusing trade secret information that was obtained without the owner's consent, or inducing such disclosures by past or present employees of other companies is also prohibited.

VIII. Protection and Proper Use of Company Assets

All Covered Parties are expected to protect the Company’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’s business and its profitability. All Company assets should be used only for legitimate business purposes. The obligation of employees to protect the Company’s assets includes its proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks and copyrights, as well as business, marketing and service plans, designs, databases, records, salary information and any unpublished financial data and reports. Covered Parties who have access to proprietary and confidential information are obligated to safeguard it from unauthorized access in accordance with the Company’s policy on confidential information (see Section VI, “Confidentiality” above).

IX. Accuracy of Business Records

All financial books, records and accounts must accurately reflect transactions and events, and conform both to generally accepted accounting principles (GAAP) and to the Company's system of internal controls. No entry may be made that intentionally hides or disguises the true nature of any transaction. Covered Parties should therefore attempt to be as clear, concise, truthful and accurate as possible when recording any information.

X. Corporate Loans or Guarantees

Federal law prohibits the Company from making loans and guarantees of obligations to directors, executive officers, and members of their immediate families.

XI. Gifts and Favors

The purpose of business gifts and entertainment in a commercial setting is to create goodwill and sound working relationships, not to gain unfair advantage with customers. Covered Parties must act in a fair and impartial manner in all business dealings. Gifts and entertainment should further the business interests of the Company and not be construed as potentially influencing business judgment or creating an obligation.

Gifts must not be lavish or in excess of the generally accepted business practices of one’s country and industry. In general, no gift, entertainment or business courtesy should be offered, given, provided or accepted unless it: (1) is not a gift of cash, stock or negotiable instruments, (2) is consistent with customary business practices, (3) is not excessive in value, (4) cannot be construed as a bribe or payoff and (5) does not violate any laws or regulations. Covered employees may not offer, give or receive gifts from persons or entities who deal with the Company: (a) in those cases where the gift would be illegal or result in a violation of law; (b) as part of an agreement to do anything in return for the gift, (c) if the gift has a value beyond what is normal and customary in the Company’s business; (d) if for directors, the gift is being made to influence the director’s actions as a member of the Board; or (e) if the gift could create the appearance of a conflict of interest.

Gifts of cash or cash equivalents are never permitted. Requesting or soliciting personal gifts, favors, entertainment or services is unacceptable. Covered Parties should contact the Company’s Executive Vice President – General Counsel, outside counsel for the Company or the Board or the relevant committee thereof to discuss if they are not certain that a gift is appropriate.

The Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. It is strictly prohibited to make illegal payments to government officials of any country. In addition, the promise, offer or delivery to an official or employee of the U.S. government of a gift, favor or other gratuity in violation of these rules would not only violate Company policy but could also be a criminal offense. State and local governments, as well as foreign governments, may have similar rules.

XII. Antitrust Laws and Competition

The purpose of antitrust laws is to preserve fair and open competition and a free market economy, which are goals that the Company fully supports. Covered Parties must not directly or indirectly enter into any formal or informal agreement with competitors that fixes or controls prices, divides or allocates markets, limits the production or sale of products, boycotts certain suppliers or customers, eliminates competition or otherwise unreasonably restrains trade.

XIII. Political Contributions

Covered Parties may participate in the political process as individuals on their own time. However, Covered Parties must make every effort to ensure that they do not create the impression that they speak or act on behalf of the Company with respect to political matters. Company contributions to any political candidate or party or to any other organization that might use the contributions for a political candidate or party are prohibited. A Covered Party may not receive any reimbursement from corporate funds for a personal political contribution.

XIV. Reporting, Accountability and Enforcement

The Company promotes ethical behavior at all times and encourages Covered Parties to talk to supervisors, managers and other appropriate personnel, including the Company’s executive officers, the Company’s Executive Vice President – General Counsel, outside counsel for the Company and the Board or the relevant committee thereof, when in doubt about the best course of action in a particular situation.

Covered Parties should promptly report suspected violations of laws, rules, regulations or the Code or any other unethical behavior by any director, officer, employee or anyone purporting to be acting on the Company’s behalf to appropriate personnel, including the Company’s executive officers, the Company’s Executive Vice President – General Counsel, outside counsel for the Company and the Board or the relevant committee thereof. Reports may be made anonymously. If requested, confidentiality will be maintained, subject to applicable law, regulations and legal proceedings.

In accordance with the Company’s Policy for Complaints Regarding Accounting, Internal Accounting Controls, Auditing or Disclosure Matters, the Company urges any person desiring to make a complaint about accounting, internal accounting controls, auditing or disclosure matters or questionable financial practices (each, an “Accounting Complaint”) to contact the Company’s Executive Vice President – General Counsel directly. For persons who wish to report an Accounting Complaint but do not wish to contact the Company’s Executive Vice President – General Counsel directly, the Company has established the following four (4) alternative procedures to report an Accounting Complaint:

  1. Telephone Hotline: Any person may call 855-477-8405 to report an Accounting Complaint. The phone call will be received by a third-party contractor specifically engaged to provide Accounting Complaint services.
  2. Internet Hotline: Any person may report an Accounting Complaint online at www.inventrust.ethicspoint.com. The link opens a website in which a person may submit an Accounting Complaint. To protect the anonymity of persons submitting complaints, the web logs for site have been disabled and any submission will remain within the third-party reporting system.
  3. Written Complaints: Any person may report an Accounting Complaint to the Compliance Officer in writing marked CONFIDENTIAL and mailed to the following address: InvenTrust Properties Corp. 3025 Highland Parkway, Suite 350, Downers Grove, IL 60515.
  4. Audit Committee: Any person may report an Accounting Complaint to the Audit Committee directly, orally or in writing marked CONFIDENTIAL and mailed to the following address: InvenTrust Properties Corp. 3025 Highland Parkway, Suite 350, Downers Grove, IL 60515.

The Audit Committee of the Board shall investigate and determine, or shall designate appropriate persons to investigate and determine, the legitimacy of such reports. The Audit Committee will then determine the appropriate disciplinary action, if any. Such disciplinary action includes, but is not limited to, reprimand, termination with cause, and possible civil and criminal prosecution.

To encourage employees to report any and all violations, the Company will not tolerate retaliation for reports made in good faith. Retaliation or retribution against any Covered Party 7for a report made in good faith of any suspected violation of laws, rules, regulations or this Code is cause for appropriate disciplinary action, including termination of employment.

XV. Waivers

Before a director or executive officer engages in any activity that would be otherwise prohibited by the Code, he or she must obtain a written waiver from the Board (or in the case of a director, from the disinterested directors of the Board). Such waiver will be promptly disclosed as required by law or regulation. Before an employee engages in any activity that would be otherwise prohibited by the Code, he or she is strongly encouraged to obtain a written waiver from the Company’s Executive Vice President – General Counsel or the Company’s President and Chief Executive Officer.

XVI. No Rights Created

This Code is a statement of certain fundamental principles, policies and procedures that govern the Company’s Covered Parties in the conduct of the Company’s business. It is not intended to and does not create any rights in any employee, customer, client, visitor, supplier, competitor, shareholder or any other person or entity.

Adopted by the Board of Directors of InvenTrust Properties Corp. on August 18, 2015

1 An immediate family member means your child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, or any person (other than a tenant or employee) sharing your household.
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