Code of Ethics for Principal Executives & Senior
Financial Officers
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Revised December 19, 2014
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FRANKLIN TEMPLETON FUNDS
CODE OF ETHICS FOR PRINCIPAL
EXECUTIVES AND SENIOR FINANCIAL
OFFICERS
I.
Covered Officers and Purpose of the
Code
This code of ethics (the "Code") applies to the Principal
Executive Officers, Principal Financial Officer and Principal Accounting
Officer (the "Covered Officers," each of whom is set forth in Exhibit
A) of each investment company advised by a Franklin Resources subsidiary and
that is registered with the United States Securities & Exchange Commission
(“SEC”) (collectively, "FT Funds") for the purpose of promoting:
Honest and ethical conduct, including the
ethical resolution of actual or apparent conflicts of interest between personal
and professional
relationships;
Full, fair, accurate, timely and
understandable disclosure in reports and documents
that a registrant files with, or submits to, the SEC and in
other public communications made by or on behalf of the FT
Funds;
Compliance with applicable laws and
governmental rules and
regulations;
The prompt internal reporting of violations
of the Code to an appropriate person or persons identified in the Code;
and
Accountability for adherence to the
Code.
Each Covered Officer will be expected to adhere to a high standard of
business ethics and must be sensitive to situations that may give rise to
actual as well as apparent conflicts of interest.
Rule
38a-1
under
the Investment
Company
Act
of
1940
(“1940
Act”)
and
Rule
206(4)-7
under
the
Investment
Advisers
Act
of 1940 (“Advisers Act”) (together the
“Compliance Rule”) require registered investment companies and registered
investment advisers to, among other things, adopt and implement written
policies and procedures reasonably designed to prevent violations of the
federal securities laws (“Compliance Rule Policies and
Procedures”).
CONFIDENTIAL INFORMATION. This document is
the proprietary product of Franklin Templeton Investments. It may NOT be
distributed outside the company unless it is made subject to a non-disclosure
agreement and/or such release receives authorization by an FTI Chief Compliance
Officer. Any unauthorized use, reproduction or transfer of this document is
strictly prohibited. Franklin Templeton Investments © 2014. All Rights
Reserved.
II.
Other Policies and
Procedures
This Code shall be the sole code of ethics adopted by the Funds for
purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms
applicable to registered investment companies thereunder.
Franklin Resources, Inc. has separately adopted the
Code of Ethics and
Business Conduct (“Business Conduct”), which is applicable to all
officers, directors and employees of Franklin Resources, Inc., including
Covered Officers. It summarizes the values, principles and business practices
that guide the employee’s business conduct and also provides a set of basic
principles to guide officers, directors and employees regarding the minimum
ethical requirements expected of them. It supplements the values, principles
and business conduct identified in the Code and other existing employee
policies.
Additionally, the Franklin Templeton Funds have separately adopted the FTI
Personal Investments and Insider Trading Policy governing personal
securities trading and other related matters. The Code for Insider Trading
provides for separate requirements that apply to the Covered Officers and
others, and therefore is not part of this Code.
Insofar as other policies or procedures of Franklin Resources, Inc., the
Funds, the Funds’ adviser, principal underwriter, or other service providers
govern or purport to govern the behavior or activities of the Covered Officers
who are subject to this Code, they are superceded by this Code to the extent
that they overlap or conflict with the provisions of this Code. Please review
these other documents or consult with the Legal Department if have questions
regarding the applicability of these policies to
you.
III.
Covered Officers Should Handle Ethically Actual and
Apparent Conflicts of Interest
Overview. A "conflict of interest" occurs when a Covered
Officer's private interest interferes with the interests of, or his or her
service to, the FT Funds. For example, a conflict of interest would arise if a
Covered Officer, or a member of his family, receives improper personal benefits
as a result of apposition with the FT Funds.
Certain conflicts of interest arise out of the relationships between
Covered Officers and the FT Funds and already are subject to conflict of
interest provisions in the Investment Company Act of 1940 ("Investment
Company Act") and the Investment Advisers Act of 1940 ("Investment
Advisers Act"). For example, Covered Officers may not individually engage
in certain transactions (such as the purchase or sale of securities or other
property) with the FT Funds because of their status as "affiliated
persons" of the FT Funds. The FT Funds’ and the investment advisers’ compliance
programs and procedures are designed to prevent, or identify and correct,
violations of these provisions. This Code does not, and is not intended to,
repeat or replace these programs and procedures, and such conflicts fall
outside of the parameters of this Code.
Although
typically not presenting an opportunity for improper personal benefit,
conflicts arise from, or as a result of, the contractual relationship between
the FT Funds, the investment advisers and the fund administrator of which the
Covered Officers are also officers or employees. As a result, this Code
recognizes that the Covered Officers will, in the normal course of their duties
(whether formally for the FT Funds, for the adviser, the administrator, or
2
for all three), be involved in
establishing policies and implementing decisions that will have different
effects on the adviser, administrator and the FT Funds. The participation of
the Covered Officers in such activities is inherent in the contractual
relationship between the FT Funds, the adviser, and the administrator and is
consistent with the performance by the Covered Officers of their duties as
officers of the FT Funds. Thus, if performed in conformity with the provisions
of the Investment Company Act and the Investment Advisers Act, such activities
will be deemed to have been handled ethically. In addition, it is recognized by
the FT Funds' Boards of Directors ("Boards") that the Covered
Officers may also be officers or employees of one or more other investment
companies covered by this or other codes.
Other conflicts
of interest are covered by the Code, even if such conflicts of interest are not
subject to provisions in the Investment Company Act and the Investment Advisers
Act. The following list provides examples of conflicts of interest under the
Code, but Covered Officers should keep in mind that these examples are not
exhaustive. The overarching principle is that the personal interest of a
Covered Officer should not be placed improperly before the interest of the FT Funds.
Each Covered Officer must:
Not use his or her personal influence or
personal relationships improperly to influence investment decisions or
financial reporting by the FT Funds whereby the Covered
Officer would benefit personally to the detriment of the FT
Funds;
Not cause the FT Funds to take action, or
fail to take action, for the individual personal benefit of the Covered Officer
rather than the benefit the FT
Funds;
Not retaliate against any other Covered
Officer or any employee of the FT Funds or their affiliated persons for reports
of potential violations that are made in good
faith;
Report at least annually the following
affiliations or other
relationships:
1
all directorships for public companies and
all companies that are required to file reports with the
SEC;
any direct or indirect business relationship
with any independent directors of
the
FT
Funds;
any direct or indirect business relationship
with any independent public accounting firm (which are not related to the
routine issues related to the
firm’s
service as the Covered Persons accountant);
and
any direct or indirect interest in any
transaction with any FT Fund that will benefit the officer (not including
benefits derived from the advisory, sub-advisory, distribution or service
agreements with affiliates of Franklin
Resources).
These reports will be reviewed
by the Legal Department for compliance with the Code.
There are some
conflict of interest situations that should always be approved in writing by
Franklin Resources General Counsel or Deputy General Counsel, if material.
Examples of these include
2
:
Service as a director on the board of any
public or private
Company.
Reporting
of
these
affiliations
or
other
relationships
shall
be
made
by
completing
the
annual
Directors
and
Officers
Questionnaire and returning the
questionnaire to Franklin Resources Inc, General Counsel or Deputy General
Counsel.
Any
activity
or
relationship
that
would
present
a
conflict
for
a
Covered Officer
may
also
present
a
conflict
for
the
Covered Officer
if a member of the Covered Officer's
immediate family engages in such an activity or has such a relationship. The
Cover Person should also obtain written approval by FT’s General Counsel in
such situations.
3
The receipt of any gifts in excess of $100
from any person, from any corporation
or
association.
The receipt of any entertainment from any
Company with which the FT Funds has current or prospective business dealings
unless such entertainment is business related, reasonable in cost, appropriate
as to time and place, and not so frequent as to raise
any question of impropriety. Notwithstanding the foregoing, the
Covered Officers must obtain prior approval from the Franklin Resources General
Counsel for any entertainment with a value in excess of
$1000.
Any ownership interest in, or any consulting
or employment relationship with, any of
the
FT Fund’s service providers, other than an investment adviser, principal
underwriter, administrator or any affiliated person
thereof.
A direct or indirect financial interest in
commissions, transaction charges or spreads paid by the FT Funds for effecting
portfolio transactions or for selling or redeeming shares other than an
interest arising from the Covered Officer's employment, such as compensation or
equity
ownership.
Franklin Resources General Counsel or Deputy
General Counsel will provide a report
to
the FT Funds Audit Committee of any approvals granted at the next regularly
scheduled meeting.
IV.
Disclosure and
Compliance
Each Covered Officer should familiarize
himself with the disclosure
requirements
generally applicable to the FT
Funds;
Each Covered Officer should not knowingly
misrepresent, or cause others to misrepresent, facts about the FT Funds to
others, whether within or outside the FT Funds, including to the FT Funds’
directors and auditors, and to governmental
regulators and self-regulatory
organizations;
Each Covered Officer should, to the extent
appropriate within his or her area of responsibility, consult with other
officers and employees of the FT Funds, the FT Fund’s adviser and the
administrator with the goal of promoting full, fair, accurate, timely and
understandable disclosure in the reports and documents the FT Funds file with,
or submit to, the SEC and in other public communications made by the FT Funds;
and
It is the responsibility of each Covered
Officer to promote compliance with the standards and restrictions imposed by
applicable laws, rules and
regulations.
V.
Reporting and Accountability
Each Covered Officer must:
Upon becoming a covered officer affirm in
writing to the Board that he or she has received, read, and understands the
Code (see Exhibit
B);
Annually thereafter affirm to the Board that
he has complied with the requirements of
the
Code;
and
Notify Franklin Resources’ General Counsel
or Deputy General Counsel promptly if he or she knows of any violation of this
Code. Failure to do so is itself is a violation of
this
4
Code.
Franklin
Resources’ General Counsel and Deputy General Counsel are responsible for
applying this Code to specific situations in which questions are presented
under it and have the authority to interpret this Code in any particular
situation.
3
However, the
Independent Directors of the respective FT Funds will consider any approvals or
waivers
4
sought by any
Chief Executive Officers of the Funds.
The FT Funds will follow these
procedures in investigating and enforcing this Code:
Franklin Resources General Counsel or Deputy
General Counsel will take all
appropriate
action to investigate any potential violations reported to the Legal
Department;
If, after such investigation, the General
Counsel or Deputy General Counsel believes that no violation has occurred, The
General Counsel is not required to take any
further action;
Any matter that the General Counsel or
Deputy General Counsel believes is a
violation
will be reported to the Independent Directors of the appropriate FT
Fund;
If the Independent Directors concur that a
violation has occurred, it will inform and make a recommendation to the Board
of the appropriate FT Fund or Funds, which will
consider appropriate action, which may include review of, and
appropriate modifications to, applicable policies and procedures; notification
to appropriate personnel of the investment adviser or its board; or a
recommendation to dismiss the Covered
Officer;
The Independent Directors will be
responsible for granting waivers, as appropriate;
and
Any changes to or waivers of this Code will,
to the extent required, are disclosed
as
provided by SEC
rules.
5
VI.
Other Policies and
Procedures
This Code shall be the sole code of ethics adopted by the FT Funds for
purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms
applicable to registered investment companies thereunder. Insofar as other
policies or procedures of the FT Funds, the FT Funds' advisers, principal
underwriter, or other service providers govern or purport to govern the
behavior or activities of the Covered Officers who are subject to this Code,
they are superseded by this Code to the extent that they overlap or conflict
with the provisions of this Code. The FTI Personal Investments and Insider
Trading Policy, adopted by the FT Funds, FT investment advisers and FT Fund’s
principal underwriter pursuant to Rule 17j-1 under the Investment Company Act,
the Code of Ethics and Business Conduct and more detailed policies and
procedures set forth in FT’s Employee Handbook are separate requirements
applying to the Covered Officers and others, and are not part of this
Code.
Franklin
Resources
General
Counsel
and
Deputy
General
Counsel
are
authorized
to
consult,
as
appropriate,
with
members
of
the
Audit
Committee, counsel
to
the
FT
Funds
and
counsel
to
the
Independent
Directors,
and
are
encouraged
to
do
so.
Item
2
of
Form
N-CSR
defines
"waiver"
as
"the
approval
by
the
registrant
of
a
material
departure
from
a
provision
of
the
code
of
ethics" and
"implicit waiver," which must also be disclosed, as "the
registrant's failure to take action within a reasonable period of time
regarding a material departure from a provision of the code of ethics that has
been made known to an executive officer" of the registrant. See Part X.
VII.
Amendments
Any amendments
to this Code, other than amendments to Exhibit A, must be approved or ratified
by a majority vote of the FT Funds’ Board including a majority of independent
directors.
VIII.
Confidentiality
All reports and records prepared or maintained pursuant to this Code will
be considered confidential and shall be maintained and protected accordingly.
Except as otherwise required by law or this Code, such matters shall not be
disclosed to anyone other than the FT Funds’ Board and their counsel.
IX.
Internal
Use
The Code is intended solely for the internal use by the FT Funds and does
not constitute an admission, by or on behalf of any FT Funds, as to any fact,
circumstance, or legal conclusion.
X.
Disclosure on Form
N-CSR
Item 2 of Form
N-CSR requires a registered management investment company to disclose annually
whether, as of the end of the period covered by the report, it has adopted a
code of ethics that applies to the registrant's principal executive officer,
principal financial officer, principal accounting officer or controller, or
persons performing similar functions, regardless of whether these officers are
employed by the registrant or a third party. If the registrant has not adopted
such a code of ethics, it must explain why it has not done so.
The
registrant must also: (1) file with the SEC a copy of the code as an exhibit to
its annual report; (2) post the text of the code on its Internet website and
disclose, in its most recent report on Form N-CSR, its Internet address and the
fact that it has posted the code on its Internet website; or (3) undertake in
its most recent report on Form N-CSR to provide to any person without charge,
upon request, a copy of the code and explain the manner in which such request
may be made. Disclosure is also required of amendments to, or waivers
(including implicit waivers) from, a provision of the code in the registrant's
annual report on Form N-CSR or on its website. If the registrant intends to
satisfy the requirement to disclose amendments and waivers by posting such
information on its website, it will be required to disclose its Internet
address and this
intention.
The Legal Department shall be
responsible for ensuring that:
a copy of the Code is filed with the SEC as
an exhibit to each Fund’s annual report;
and
any amendments to, or waivers (including
implicit waivers) from, a provision of the
Code is disclosed in the registrant's annual report on Form
N-CSR.
In the event that the foregoing disclosure is omitted or is determined to
be incorrect, the Legal Department shall promptly file such information with
the SEC as an amendment to Form N-CSR.
In such an event, the Fund Chief Compliance Officer shall review the Code
and propose such changes to the Code as are necessary or appropriate to prevent
reoccurrences.
EXHIBIT A
Persons
Covered by the Franklin Templeton Funds Code of Ethics
January 22, 2024
FRANKLIN
GROUP OF FUNDS
Edward
Perks President
and Chief Executive Officer – Investment Management
Greg
Johnson Chairman
of the Board and Vice
President
Michael
McCarthy President
and Chief Executive Officer – Investment Management
Sonal Desai,
Ph
D President and Chief
Executive Officer – Investment Management
Chief Executive Officer – Finance and
Administration
Jeffrey W. White Chief
Financial Officer, Chief Accounting Officer and Treasurer
FRANKLIN MUTUAL SERIES FUNDS
Christian
K. Correa Chief Executive Officer – Investment Management
Christopher
Kings Chief Executive Officer – Finance and Administration
Jeffrey
W. White Chief Financial Officer, Chief Accounting
Officer and Treasurer
FRANKLIN ALTERNATIVE STRATEGIES FUNDS
Brooks
Ritchey President
and Chief Executive Officer – Investment Management
Christopher Kings
Chief Executive Officer, Finance and
Administration
Jeffrey W. White Chief
Financial Officer, Chief Accounting Officer and Treasurer
TEMPLETON GROUP OF FUNDS
Greg
Johnson Chairman of the Board and Vice
President
Manraj
S.
Sekhon President and
Chief Executive Officer – Investment Management
Michael Hasenstab, Ph.D. President and Chief
Executive Officer – Investment Management
Christopher Kings Chief Executive
Officer, Finance and
Administration
Jeffrey W. White Chief
Financial Officer, Chief Accounting Officer and Treasurer
Exhibit B ACKNOWLEDGMENT FORM
Franklin Templeton Funds
Code of Ethics
For
Principal Executives and Senior Financial Officers
Instructions:
1.
Complete all sections of this
form.
2.
Print the completed form, sign, and
date.
Submit completed form to FT’s General
Counsel c/o Code of Ethics Administration within 10 days of becoming a Covered
Officer and by February 15th of each subsequent year.
E-mail: Code
of Ethics Inquiries & Requests (internal address);
lpreclear@franklintempleton.com
(external
address)
Covered Officer’s Name:
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Title:
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Department:
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Location:
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Certification
for Year Ending:
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To: Franklin
Resources General Counsel, Legal Department
I acknowledge
receiving, reading and understanding the Franklin Templeton Fund’s Code of
Ethics for Principal Executive Officers and Senior Financial Officers (the
“Code”). I will comply fully with all provisions of the Code to the extent they
apply to me during the period of my employment. I further understand and
acknowledge that any violation of the Code may subject me to disciplinary
action, including termination of employment.