FRANKLIN RESOURCES, INC.

CODE OF ETHICS AND BUSINESS CONDUCT

This Code of Ethics and Business Conduct (the “Code”) has been adopted by the Board of
Directors (the “Board”) of Franklin Resources, Inc. in connection with its oversight of the
management and business affairs of Franklin Resources, Inc.

1. Purpose and Overview.

(a) Application. The Code is applicable to all officers, directors, employees and
temporary employees (each, a “Covered Person”) of Franklin Resources, Inc. and
all of its United States (“U.S.”) and non-U.S. subsidiaries and affiliates
(collectively, the “Company”).

(b) Purpose. The Code summarizes the values, principles and business practices that
guide the business conduct of the Company and also provides a set of basic
principles to guide Covered Persons regarding the minimum ethical requirements
expected of them. The Code supplements the Company’s existing employee
policies, including those specified in the respective U.S. and non-U.S. employee
handbooks and also supplements various other codes of ethics, policies and
procedures that have been adopted by the Company or by particular entities
within the Company. All Covered Persons are expected to become familiar with
the Code and to apply these principles in the daily performance of their jobs.

(c) Overriding Responsibilities. It is the responsibility of all Covered Persons to

maintain a work environment that fosters fairness, respect and integrity. The
Company requires all Covered Persons to conduct themselves in a lawful, honest
and ethical manner in all of the Company’s business practices.

(d) Questions. All Covered Persons are expected to seek the advice of a supervisor, a
manager, the Human Resources Department, the Legal Department, the General
Counsel of Franklin Resources, Inc. or the Global Compliance Department for
additional guidance or if there is any question about issues discussed in this Code.

(e) Violations. If any Covered Person observes possible unethical or illegal conduct,
such concerns or complaints should be reported as set forth in Section 16 below.

(f) Definition of Executive Officer. For the purposes of this Code, the term
“Executive Officer” shall mean those officers, as shall be determined by the
Board from time to time, who are subject to the reporting obligations of Section
16(a) of the Securities Exchange Act of 1934, as amended.

(g) Definition of Director. For purposes of this Code, the term “Director” shall mean
a member of the Board.
 (h) Definition of Government Agency. For purposes of this Code, the term
“Government Agency” includes any U.S. or non-U.S. national, federal,
provincial, regional, state, or local government agency, commission or legislative
body, or self-regulatory organization, including, by way of representative example
only, any securities, financial, employment and labor regulators.

2. Compliance with Laws, Rules and Regulations. All Covered Persons of the Company
are required to comply with all of the applicable laws, rules and regulations of the U.S. and other
countries, and the states, counties, cities and other jurisdictions, in which the Company conducts
its business, although traffic violations and other minor offenses will not be considered violations
of this Code. Local laws may in some instances be less restrictive than the principles set forth in
this Code. In those situations, Covered Persons should comply with the Code, even if the
conduct would otherwise be legal under applicable local laws. On the other hand, if local laws
are more restrictive than the Code, Covered Persons should comply with applicable local laws.
Further, any provision of this Code that is contrary to law in a particular jurisdiction will have no
force or effect in that jurisdiction solely with respect to such provision(s), although this Code
(including any such provision) will remain applicable in all other jurisdictions.

3. Securities Transactions.

(a) Insider Trading. Such legal compliance includes, without limitation, compliance
with the Company’s insider trading policy, which prohibits Covered Persons from
trading securities, either personally or on behalf of others, while in possession of
applicable material non-public information or communicating such material non-
public information to others in violation of the law. Securities include common
stocks, bonds, options, futures and other financial instruments. Material
information includes any information that a reasonable investor would consider
important in a decision to buy, hold, or sell securities. These laws provide
substantial civil and criminal penalties for individuals who fail to comply. The
policy is described in more detail in various Company employee handbooks and
compliance policies. In addition, the Company has implemented trading
restrictions to reduce the risk, or appearance, of insider trading.

(b) Rule 10b5-1(c) Plans. The Company may permit exemptions from the insider
trading policies and procedures described above for transactions in securities
issued by Franklin Resources, Inc. effected pursuant to pre-approved, written
trading plans or arrangements complying with Rule 10b5-1(c) under the Securities
Exchange Act of 1934, as amended. Rule 10b5-1(c) plans or arrangements may
not be entered into or modified either during trading blackout periods or when the
Covered Person is aware of material, non-public information relating to Franklin
Resources, Inc. or its securities. All such plans or arrangements (and any
modification or termination thereof) must be pre-approved by the General
Counsel of Franklin Resources, Inc. (or such person’s designee).

(c) Rumors. The dissemination of false or misleading information about companies

or securities, particularly in volatile or fragile market conditions, can be a
damaging form of market abuse which can affect both the firm concerned as well

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 as general market conditions. It is against the law to start or circulate a rumor
(defined as “information that is circulated purporting to be fact but which has not
yet been verified”) if that rumor is likely to influence the market price of that
security or that a reasonable person would expect to have a material effect on the
price of a security if it were widely circulated. Starting or disseminating any
rumor with the intention of influencing the price movement of a security is a
breach of this Code and may also constitute a violation of securities laws.

(d) Short Sales. Covered Persons are prohibited from effecting short sales, including
“short sales against the box” of securities issued by Franklin Resources, Inc. and
securities issued by any closed-end fund sponsored or advised by the Company.
Also prohibited are economically equivalent transactions, whether in the form of
call or put options, swap transactions or other derivative transactions, that would
result in a Covered Person having a net short exposure to Franklin Resources, Inc.
or any closed-end fund sponsored or advised by the Company.

(e) Short-term Trading. Covered Persons must comply with the Frequent Trading
Policy described in the prospectus of each fund in which they invest and must not
engage in trading activity that violates that policy. Accordingly, Covered Persons
must not engage in any short-term or excessive trading in funds. Violations are
subject to discipline, up to and including termination of employment and
permanent suspension of such person’s ability to purchase shares in any funds.

(f) Questions Regarding Stock Trading. All questions regarding insider trading or
reports of impropriety in connection with securities transactions should be made
to the Global Compliance Department. See also Section 16 below.

4. Conflicts of Interest.

(a) Avoidance of Conflicts. All Covered Persons are required to conduct themselves
in a manner and with such ethics and integrity so as to avoid a conflict of interest,
either real or apparent.

(b) Conflict of Interest Defined. A conflict of interest is any circumstance where an

individual’s personal interest interferes with the interests of the Company. All
Covered Persons have a duty to avoid financial, business or other relationships
that might be opposed to the interests of the Company or might cause a conflict
with the performance of their duties.

(c) Potential Conflict Situations. A conflict can arise when a Covered Person takes
actions or has interests that may make it difficult to perform his or her Company
related work objectively and effectively. Conflicts also may arise when a
Covered Person, or a member of his or her family, receives improper personal
benefits as a result of his or her position in the Company.

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 (d) Examples of Potential Conflicts. Some of the areas where a conflict could arise
include:

(i) Employment by a competitor, regardless of the nature of the employment,

while employed by the Company.

(ii) Placement of business with any firm or organization in which a Covered

Person, or any member of the Covered Person’s family, has a substantial
ownership interest or management responsibility.

(iii) Making endorsements or testimonials for third parties.

(iv) Processing a transaction on the Covered Person’s personal account(s), or

his or her friends’ or family members’ account(s), through the Company’s
internal systems without first submitting the transaction request to the
Company’s Customer Service Center.

(v) Disclosing the Company’s confidential information to a third party (other

than as permitted in accordance with Section 9 below) without the prior
consent of senior management.

(e) Questions Regarding Conflicts. All questions regarding conflicts of interest and
whether a particular situation constitutes a conflict of interest should be directed
to the Global Compliance Department. See also Section 16 below.

5. Corporate Opportunities. Covered Persons are prohibited from (i) taking for
themselves opportunities that are discovered through the use of Company property, information
or position, (ii) using Company property, information or position for personal gain, and/or
(iii) competing with the Company. For example, to the extent that a Covered Person learns of an
investment opportunity because of their position with the Company, the Covered Person must
not disadvantage fund or client accounts by personally taking advantage of the trading
opportunity.

6. Gifts, Entertainment and Contributions.

(a) Receipt of Gifts and Entertainment. The Company’s aim is to deter providers of
gifts or entertainment from seeking or receiving special favors from Covered
Persons in connection with activities performed by or for, or business
relationships established with, the Company. The concern is that gifts of more
than a nominal value may cause Covered Persons to feel placed in a position of
“obligation” and/or give the appearance of a conflict of interest. Covered Persons
should not solicit any third party for any gift, gratuity, entertainment or any other
item regardless of its value. Covered Persons, including members of their
immediate families, may accept or participate in “reasonable entertainment”.
Covered Persons are encouraged to be guided by their own sense of ethical
responsibility, along with any policies or guidelines adopted from time to time by
the Company with respect to gifts and entertainment. The Company recognizes
that this Section 6 is not intended to limit Directors who do not also serve in
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 management positions within the Company from accepting compensation,
bonuses, fees and other similar consideration paid in the normal course of
business as a result of their outside business activity, employment or
directorships.

(b) Anti-Corruption. All Covered Persons are strictly prohibited from offering or
giving gifts, meals or entertainment to business partners or others (including
government officials, government employees, certain other government-related
entities and persons, and certain family members of the foregoing) in order to
improperly influence them. Covered Persons should consult the Company’s Anti-
Corruption Policy before providing gifts or other items of value, including
entertainment and travel, to others and should seek to avoid even the appearance
of any impropriety. Covered Persons should be aware that practices that may be
acceptable in the commercial business environment (such as providing certain
transportation, meals, entertainment and other things of value) may be
unacceptable and even illegal when they involve government officials,
government employees, certain other government-related entities and persons, or
certain family members of the foregoing, or others who act on behalf of
government entities or persons. Therefore, Covered Persons are required to
comply with the relevant laws and regulations governing relations between
government officials, government employees and related entities or persons, on
the one hand, and customers and suppliers, on the other hand, in every country
where the Company conducts business.

(c) Political Contributions. Election laws in many jurisdictions generally prohibit

political contributions by corporations to candidates. Many local laws also
prohibit corporate contributions to local political campaigns. In accordance with
these laws, the Company does not make direct contributions to any candidates for
federal, state or local offices where applicable laws make such contributions
illegal and, in such cases, contributions to political campaigns must not be made
with or reimbursed by the Company’s funds or resources. The Company’s funds
and resources include (but are not limited to) the Company’s facilities, office
supplies, letterhead, telephones and fax machines. Similarly, employee’s personal
political contributions may be restricted by U.S. and non-U.S. federal, state or
local election laws. For certain employees associated with U.S.-registered
investment advisers, political contributions are highly restricted and require prior
approval. Employees should direct all questions concerning political
contributions to the Global Compliance Department.

7. Outside Employment.

(a) Restrictions. Subject to any departmental restrictions, Covered Persons are

permitted to engage in outside employment if it is free of any actions that could
be considered a conflict of interest. Outside employment must not adversely
affect a Covered Person’s job performance at the Company, and outside
employment must not result in absenteeism, tardiness or a Covered Person’s
inability to work overtime when requested or required. Covered Persons may not

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 engage in outside employment that requires or involves using Company time,
materials or resources.

(b) Self-Employment. For purposes of this Code, outside employment includes self-
employment.

(c) Required Approvals. Due to the fiduciary nature of the Company’s business, all
potential conflicts of interest that could result from a Covered Person’s outside
employment should be discussed with the Covered Person’s supervisor or
manager and the Human Resources Department, prior to entering into additional
employment relationships.

(d) Outside Directors Exempt. The Company recognizes that this Section 7 is not
applicable to Directors who do not also serve in management positions within the
Company.

8. Service as a Director. Covered Persons may not serve as a director, trustee, or in a

similar capacity for any for-profit public or private entity, without approval of an Executive
Officer and the Director of Global Compliance, or their respective designees. Covered Persons
who are interested in serving on a board of directors, as a trustee or in a similar capacity should
consult the Franklin Templeton Investments Employee Service as an Outside Director Policy and
notify the Code of Ethics Administration Department. The Company recognizes that this Section
8 is not applicable to Directors who do not also serve in management positions within the
Company.

9. Confidential Information Obligations.

(a) Confidentiality. Covered Persons are responsible for maintaining the

confidentiality of information entrusted to them as a result of their roles with the
Company, except when disclosure is authorized or legally mandated. The
sensitive nature of the investment business requires that Covered Persons be
continuously aware of the confidential nature of the information to which they
may have access.

As a result of employment or service with the Company, a Covered Person may

produce, receive, or become acquainted with the confidential information or trade
secrets of the Company, information the Company has received from others that
the Company is required to treat as confidential, including information concerning
the Company’s employees, stockholders, clients, customers, business partners,
and mutual fund shareholders and other product investors, and other
commercially sensitive information the privacy, confidentiality, and secrecy of
which is valued by the Company (collectively, “Confidential Information”). Each
Covered Person must comply with all applicable Company policies concerning
confidentiality and/or public statements, as they may be amended from time to
time.

(b) What Is Included in Confidential Information. Confidential Information includes,

without limitation, non-public corporate and mutual fund and other product:
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 financial information, including cost and performance data, debt arrangements,
equity structure, investors and holdings, purchasing and sales data, and pricing
lists or schedules; client and business prospect identities and information
(including but not limited to financial advisors and consultants and sales
information); marketing strategies and methods; market analyses or projections;
products, services, and the pricing for same; business plans, strategies, methods,
templates, models, policies and procedures; software, databases, hardware
configurations, or other technology or tools created, developed or compiled by the
Company; formulas, discoveries, inventions, designs, improvements, concepts
and ideas; client, supplier, or other third party confidential and/or proprietary
information received in confidence by the Company, and any information that
may be subject to non-disclosure or confidentiality agreements between the
Company and said parties; any confidential and privileged legal advice given to
the Company, which legal privilege belongs to the Company; applicant and
employee private or otherwise protected information or data obtained by a
Covered Person in connection with the Covered Person’s employment or service
with the Company, including, but not limited to, personal information contained
in applications and resumes submitted to the Company and in Company
performance evaluations, and Company termination information and agreements
not otherwise available outside of the Company; the Company’s internal reporting
or organizational structure information and personnel lists; and the Company’s
compensation structure and formula information (except with respect to a
Covered Person’s own compensation amount) for any business purpose
competitive to the Company.

Nothing herein is intended to prohibit, limit, or dissuade (or create or suggest any
understanding of a Covered Person’s rights that would prohibit, limit, or dissuade)
a Covered Person from engaging in activities protected by applicable law,
including under U.S. federal or state law, such as the National Labor Relations
Act or under any similar laws in other jurisdictions, for example by
communicating with fellow employees or others about their wages, hours,
workplace complaints, benefits or other terms of employment.

Confidential Information shall not include information that has become generally
available to the public by the act of one who has the right to disclose such
information without violating any right or privilege of the Company, the
Company’s employees, or the Company’s business partners, stockholders, clients,
mutual fund shareholders or other product investors.

(c) Disclosure Restrictions. Except as provided in Section 9(e) below, both during a
Covered Person’s employment or service with the Company (except where use
and/or disclosure is required and authorized in connection with the Covered
Person’s enumerated job duties to third parties with confidentiality obligations to
the Company) and after a Covered Person’s employment or service with the
Company ends for any reason, a Covered Person must: (i) keep the Confidential
Information confidential; (ii) not disclosure any Confidential Information to any
non-governmental third parties, including without limitation any former Company
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 employees, without the prior consent of senior management; and (iii) not use
Confidential Information for the Covered Person’s personal benefit or for the
benefit of any third party.

(d) Continuing Obligations. The obligations under this Code shall: (i) with regard to
Confidential Information, remain in effect for so long as such information
constitutes Confidential Information as defined in this Code; and (ii) with regard
to any trade secret specifically, remain in effect for as long as such information
constitutes a trade secret as defined by applicable law.

(e) Exception For Disclosure to A Government Agency. Nothing in this Code shall
limit or interfere with a Covered Person’s right to file a charge or complaint with
any Government Agency or ability, without notice to or authorization from the
Company, to communicate with any Government Agency for the purpose of
reporting a reasonable belief that a possible violation of law has occurred or may
occur, or to participate, cooperate, provide information or cause information to be
provided (including documents) or testify in any inquiry, investigation,
proceeding or action that may be conducted by any Government Agency.

(f) Responding to Legal Process. Separately, to the extent a Covered Person receives
any subpoena, court order, or other legal process issued in any private litigation or
arbitration regarding any matter or action involving the Company, then to the
extent permitted by law or regulation, the Covered Person shall, before providing
any Confidential Information, give prompt prior written notice to the Company’s
General Counsel in order to provide the Company with a reasonable opportunity
to take appropriate steps to protect its Confidential Information to the fullest
extent possible.

(g) Acknowledgments. All Covered Persons of the Company are expected to sign an
agreement or acknowledgment regarding the confidentiality terms set forth above
at the time they become employed with the Company, and from time to time as
the Company may amend its confidentiality provisions.

10. Ownership of Intellectual Property.

(a) Company Ownership. The Company owns all Intellectual Property, as defined
below, in all of the works and inventions created or made by a Covered Person at
and/or for the Company, whether partial or completed. A Covered Person shall
hold on trust for, and is obligated to assign to, the Company all Intellectual
Property that does not by operation of law in any specific jurisdiction
automatically vest in the Company, in any works or inventions that the Covered
Person creates or develops, alone or with others, while working for the Company.

(b) What Is Included in Intellectual Property. “Intellectual Property” includes all

trademarks and service marks, trade secrets, patents and patent subject matter and
inventor rights in the U.S. and foreign countries and related applications. It
includes all U.S. and foreign copyrights and subject matter and all other literary

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 property and author rights, whether or not copyrightable. It includes all creations,
not limited to inventions, discoveries, developments, works of authorship, ideas
and know-how. It does not matter whether or not the Company can protect them
by patent, copyright, trade secrets, trade names, trade or service marks or other
intellectual property right. It also includes all materials containing any intellectual
property. These materials include but are not limited to flash drives and other
electronic media storage devices now known or hereafter developed, electronic
files, printouts, notebooks, drawings, artwork and other record types, media, or
documentation. To the extent applicable, non-trade secret intellectual property
constitutes a “work made for hire” owned by the Company.

(c) Exceptions. The Company will not be considered to have a proprietary interest in
a Covered Person’s work product if: (i) the work product is developed entirely on
the Covered Person’s own time without the use or aid of any Company resources,
including without limitation, equipment, supplies, facilities, or Confidential
Information; (ii) the work product does not result from the Covered Person’s
employment with the Company; and (iii) at the time a Covered Person conceives
or reduces the creation to practice, it is neither related to the Company’s business
nor the Company’s actual or expected research or development.

(d) Required Disclosure and Cooperation. A Covered Person must promptly disclose
in writing to the Company all Intellectual Property conceived or developed while
working for the Company. To the extent not otherwise covered by the power of
attorney required to be granted to the Company in accordance with Section 10(f)
below, if requested, a Covered Person must sign all documents necessary to
memorialize the Company’s ownership of Intellectual Property under and in
accordance with this Code, including, but not limited to, assignments and patent,
copyright and trademark applications. A Covered Person must take any other
actions reasonably required by the Company to accomplish the assignment
contemplated in this section, and to assist the Company in any registration,
perfection, or enforcement of such assigned rights.

(e) Prior Inventions. A Covered Person is not conveying any rights to Intellectual
Property that the person may have made, conceived, or first reduced to practice
before the person’s employment or service with the Company of which the person
has provided written notice to the Company.

(f) Acknowledgments, Powers of Attorney and Waiver of Moral Rights. All Covered
Persons of the Company are expected to sign an agreement or acknowledgment
regarding the intellectual property terms set forth herein at the time they become
employed with the Company, and from time to time as the Company may amend
its intellectual property provisions. All employees are expected to (i) execute
powers of attorney in favor of the Company to have the Company execute on the
person’s behalf all applications, specifications, oaths, assignments and all other
instruments that the Company shall deem necessary in order to apply for them and
obtain such rights and in order to assign and convey to the Company and its
successors, assigns and nominees sole and exclusive rights, title and interest in

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 and to such Intellectual Property and/or rights relating thereto; and (ii) waive all
applicable moral rights under the United Kingdom Copyright, Designs and
Patents Act 1988 (and all similar rights in other jurisdictions) that the person has
or will have in any existing or future Intellectual Property referred to in this
Section 10.

11. Fair Dealing. Each Covered Person should endeavor to deal fairly with the Company’s
customers, suppliers, competitors and Covered Persons and not to take unfair advantage of
anyone through manipulation, concealment, abuse of privileged information, misrepresentation
of material facts or any other unfair dealing practice.

12. Protection and Use of Company Property. All Covered Persons should protect the
Company’s assets and ensure they are used for legitimate business purposes. Improper use
includes unauthorized personal appropriation or use of the Company’s assets, data or resources,
including computer equipment, software and data.

13. Standards of Business Conduct.

(a) Respectful Work Environment. The Company is committed to fostering a work

environment in which all individuals are treated with respect and dignity. Each
individual should be permitted to work in a business-like atmosphere that
promotes equal employment opportunities.

(b) Prohibited Conduct. The following conduct will not be tolerated and could result
in disciplinary action, including termination:

(i) Any act which causes doubt about a Covered Person’s integrity, such as
the falsifying of Company records and documents, competing in business
with the Company, unauthorized use or disclosure of the Company’s
Confidential Information, or engaging in any criminal conduct.

(ii) Any act which may create a dangerous situation, such as carrying
weapons, firearms or explosives on Company premises or surrounding
areas, assaulting another individual, or disregarding property and safety
standards.

(iii) The use, sale or purchase or attempted use, sale or purchase of alcohol or
illegal drugs while at work, or reporting to work in a condition not fit for
work, such as reporting to work under the influence of alcohol or illegal
drugs.

(iv) Insubordination, including refusal to perform a job assignment or to

follow a reasonable request from a Covered Person’s manager or
supervisor, or discourteous conduct toward customers, associates, or
supervisors.

(v) Harassment of any form including threats, intimidation, abusive behavior

and/or coercion of any other person in the course of doing business.
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 (vi) Falsification or destruction of any timekeeping record, intentionally
clocking in on another Covered Person’s attendance or timekeeping
record, assisting another Covered Person’s tampering with their
attendance record or tampering with one’s own attendance record.

(vii) Failure to perform work, which meets the standards/expectations of the

Covered Person’s position.

(viii) Excessive unauthorized absenteeism, chronic tardiness, or consecutive

absence of three or more days without notification or authorization.

(ix) Any act of dishonesty or falsification of any Company records or

documents, including obtaining employment based on false, misleading,
or omitted information.

(c) Disciplinary Action. A Covered Person or the Company may terminate the
employment or service relationship at will, at any time, without cause or advance
notice. Thus, the Company does not strictly adhere to a progressive disciplinary
system since each incident of misconduct may have a different set of
circumstances or differ in its severity. The Company will take such disciplinary
action as it deems appropriate and commensurate with any misconduct of the
Covered Person.

14. Disclosure in Reports and Documents.

(a) Filings and Public Materials. It is important that the Company’s filings with
Government Agencies are full, fair, accurate, timely and understandable. The
Company also makes many filings with Government 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.

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

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

(d) Disclosure Controls and Procedures and Internal Control Over Financial
Reporting. Covered Persons are required to cooperate and comply with the
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 Company’s disclosure controls and procedures and internal control over financial
reporting so that the Company’s reports and documents filed with Government
Agencies comply in all material respects with applicable laws, rules and
regulations, and provide full, fair, accurate, timely and understandable disclosure.

15. Accountability for Adherence to the Code.

(a) Honesty and Integrity. The Company is committed to uphold ethical standards in
all of its corporate and business activities. All Covered Persons are expected to
perform their work with honesty, truthfulness and integrity and to comply with
the general principles set forth in the Code. Covered Persons are also expected to
perform their work with honesty and integrity in any areas not specifically
addressed by the Code.

(b) Disciplinary Actions. A violation of the Code may result in appropriate

disciplinary action including the possible termination from employment with the
Company. 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.

(c) Annual Certifications. Directors and Executive Officers will be required to

certify annually, on a form to be provided by the Global Compliance Department,
that they have received, read and understand the Code and have complied with the
requirements of the Code.

(d) Training and Educational Requirements.

(i) Orientation. New Covered Persons will receive a copy of the Code during
the orientation process conducted by representatives of the Human
Resources Department and shall acknowledge that they have received,
read and understand the Code and will comply with the requirements of
the Code.

(ii) Continuing Education. Covered Persons shall be required to complete

such additional training and continuing education requirements regarding
the Code and matters related to the Code as the Company shall from time
to time establish.

16. Reporting Violations of the Code.

(a) Questions and Concerns. Described in this Code are procedures generally
available for addressing ethical issues that may arise. As a general matter, if a
Covered Person has any questions or concerns about compliance with this Code,
he or she is encouraged to speak with his or her supervisor, manager,
representatives of the Human Resources Department, the Legal Department, the
General Counsel of Franklin Resources, Inc. or the Global Compliance
Department.

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(b) Compliance and Ethics Hotline. If a Covered Person does not feel comfortable
talking to any of the persons listed above for any reason, he or she should call the
Compliance and Ethics Hotline. (The telephone number for the Compliance and
Ethics Hotline is located on the Company’s Intranet website.) If a Covered
Person does not feel comfortable stating his or her name, calls to the Compliance
and Ethics Hotline may be made anonymously.

(c) Responsibility to Report Violations of the Code and Law. As part of its
commitment to ethical and lawful conduct, the Company strongly encourages
Covered Persons to promptly report any suspected violations of this Code or law.

(d) Confidentiality and Investigation. The Company will treat the information set
forth in a report of any suspected violation of the Code or law, including the
identity of the caller, in a confidential manner and will conduct a prompt and
appropriate evaluation and investigation of any matter reported. Covered Persons
are expected to cooperate in any investigations of reported violations.

(e) Protection of Covered Persons. It is a violation of this Code to retaliate against

anyone who has communicated to the Company information that such person
reasonably believes constitutes a violation of the Code or which is otherwise
illegal or unethical. It is also a violation of this Code to retaliate against anyone
who has communicated with any Government Agency in accordance with Section
9(e) above. A Covered Person may not be discharged, demoted, suspended,
threatened, harassed or in any other manner discriminated against in the terms and
conditions of employment on account of having provided the Company with
information about, or otherwise assisted the Company in any investigation
regarding, any conduct which the Covered Person reasonably believes constitutes
a violation of the Code or is otherwise illegal or unethical. Equally, a Covered
Person may not be discharged, demoted, suspended, threatened, harassed or in
any other manner discriminated against in the terms and conditions of
employment because the Covered Person communicated with a Government
Agency in accordance with Section 9(e) above.

(f) Accounting/Auditing Complaints. The law requires that the Company’s Audit
Committee have in place procedures for the receipt, retention and treatment of
complaints concerning accounting, internal accounting controls, or auditing
matters and procedures for Covered Persons to submit their concerns regarding
questionable accounting or auditing matters.

Complaints concerning accounting, internal accounting controls or auditing

matters will be directed to the attention of the Audit Committee, or the
appropriate members of that committee. For direct access to the Company’s
Audit Committee, please address complaints regarding accounting, internal
accounting controls, or auditing matters to:

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 Audit Committee
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, California 94403

Complaints or concerns regarding accounting or auditing matters may also be

made to the Compliance and Ethics Hotline. (The telephone number for the
Compliance and Ethics Hotline is located on the Company’s Intranet website.) If
a Covered Person does not feel comfortable stating his or her name, calls to the
Compliance and Ethics Hotline may be made anonymously.

17. Waivers of the Code.

(a) Waivers by Directors and Executive Officers. Any change in or waiver of this
Code for Directors or Executive Officers may be made only by the Board or a
committee thereof in the manner described in Section 17(d) below, and any such
waiver (including any implicit waiver) shall be promptly disclosed to stockholders
of Franklin Resources, Inc. to the extent required by the applicable laws, rules and
regulations of any Government Agency.

(b) Waivers by Other Covered Persons. Any requests for waivers of this Code for
Covered Persons other than Directors and Executive Officers may be made to the
Global Compliance Department in the manner described in Section 17(e) below.

(c) Definition of Waiver. For the purposes of the Code, the term “waiver” shall mean
a material departure from a provision of the Code. An “implicit waiver” shall
mean the failure of the Company to take action within a reasonable period of time
regarding a material departure from a provision of the Code that has been made
known to an Executive Officer.

(d) Manner for Requesting Director and Executive Officer Waivers.

(i) Request and Criteria. If a Director or Executive Officer wishes to request

a waiver of this Code, the Director or Executive Officer may submit to the
Director of Global Compliance or the Global Compliance Department a
written request for a waiver of the Code only if he/she can demonstrate
that such a waiver:

(A) is necessary to alleviate undue hardship or in view of unforeseen

circumstances or is otherwise appropriate under all the relevant
facts and circumstances;

(B) will not be inconsistent with the purposes and objectives of the
Code;

(C) will not adversely affect the interests of clients of the Company or
the interests of the Company; and

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 (D) will not result in a transaction or conduct that would violate
provisions of applicable laws or regulations.

(ii) Discretionary Waiver and Response. The Global Compliance Department

will forward the waiver request to the Board or a committee thereof for
consideration. Any decision to grant a waiver from the Code shall be at
the sole and absolute discretion of the Board or committee thereof, as
appropriate. The Secretary of Franklin Resources, Inc. will advise the
Global Compliance Department in writing of the Board’s decision
regarding the waiver, including the grounds for granting or denying the
waiver request. The Global Compliance Department shall promptly
advise the Director or Executive Officer in writing of the Board’s
decision.

(e) Manner for Requesting Other Covered Person Waivers.

(i) Request and Criteria. If a Covered Person who is a non-Director and non-
Executive Officer wishes to request a waiver of this Code, the Covered
Person may submit to the Global Compliance Department a written
request for a waiver of the Code only if he/she can demonstrate that such a
waiver would satisfy the same criteria set forth in Section 17(d).

(ii) Discretionary Waiver and Response. The Director of Global Compliance

(or his/her designee) shall, after appropriate consultation with the
applicable business unit head, forward the waiver request to the General
Counsel of Franklin Resources, Inc. for consideration. The decision to
grant a waiver request shall be at the sole and absolute discretion of the
General Counsel of Franklin Resources, Inc. The General Counsel will
advise the Global Compliance Department in writing of his/her decision
regarding the waiver, including the grounds for granting or denying the
waiver request. The Global Compliance Department shall promptly
advise the Covered Person in writing of the General Counsel’s decision.

18. Internal Use. The 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.

19. Other Policies and Procedures. The following nonexclusive list of policies and
procedures adopted by the Company or entities within the Company are additional requirements
that, depending upon the specific terms of such policies and procedures, may apply to Covered
Persons:

• Franklin Resources, Inc. Anti-Corruption Policy

• Franklin Resources, Inc. Fraud Reporting & Investigation Policy

• Franklin Resources, Inc. Trading Blackout Policy

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• Franklin Templeton Investments Corporate Policy on Public and Media Communications

• Franklin Templeton Investments Employee Service as an Outside Director Policy

• Franklin Templeton Investments’ Personal Investments and Insider Trading Policy

• Franklin Templeton Investments Social Media Guidelines Policy

Last approved by the Board on June 14, 2017.

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