CODE OF ETHICS

OF

CLEARBRIDGE ADVISORS¹

SCOPE AND PURPOSE 

Set forth below is the Code of Ethics (the "Code") for ClearBridge Advisors, LLC and 

ClearBridge Asset Management Inc (collectively, “ClearBridge"), as required by Rule 

204A-1 under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), 

and Rule 17j-1 under the Investment Company Act of 1940, as amended (the 

“Investment Company Act”). 

This Code is based on the principle that ClearBridge and its employees owe a fiduciary 

duty to ClearBridge’s clients, and that all persons covered by this code must therefore 

avoid activities, interests and relationships that might (i) present a conflict of interest or 

the appearance of a conflict of interest, or (ii) otherwise interfere with ClearBridge’s 

ability to make decisions in the best interests of any of its clients. 

This Code of Ethics applies to all officers, directors and employees (full and part time) of 

ClearBridge and certain employees of Legg Mason & Co., LLC and Legg Mason 

Technology Services, Inc. who directly support ClearBridge and who have been 

informed that they are so designated ("Access Persons"). 

STATEMENT OF POLICIES 

(A) STANDARDS OF BUSINESS CONDUCT 

All Access Persons must comply with the following standards of business conduct: 

Clients Come First. At all times, Access Persons are required to place the 

interests of clients before their own and not to take inappropriate advantage of 

their position with ClearBridge. An Access Person may not induce or cause a 

client to take action, or not to take action, for the Access Person's personal 

benefit, rather than for the benefit of the client. 

Do Not Take Advantage. Access Persons may not use their knowledge of open, 

executed, or pending portfolio transactions to profit by the market effect of such 

transactions, nor may they use their knowledge of transactions or portfolio 

holdings of investment companies managed by ClearBridge to engage in short 

term or other abusive trading. 

¹ This Code of Ethics pertains to ClearBridge Advisors, LLC and ClearBridge Asset Management Inc. 

(collectively, “ClearBridge”). 

Avoid Conflicts of Interest. Conflicts of interest may arise in situations where client
relationships may tempt preferential treatment, e.g., where account size or fee structure
would make it more beneficial for the adviser to allocate certain trades to a client.
Conflicts of interest may also arise in connection with securities transactions by
employees of the adviser, especially those employees who are aware of actual
transactions or client holdings or transactions under consideration for clients.
Compliance policies and procedures have been adopted by ClearBridge in order to
meet all legal obligations to our clients, particularly those arising under the federal
securities laws and ERISA. Procedures have been instituted to mitigate or obviate
actual or potential conflicts of interest. The Compliance Department's role is to ensure
that appropriate procedures are adopted by the business and to monitor to ascertain
that such procedures are followed. Any questions relating to this Code or other policies
or procedures should be addressed to the Compliance Department.
(B) CONFIDENTIALITY
Access Persons are expected to honor the confidential nature of company and
client affairs. Confidential information shall not be communicated outside of
ClearBridge or to other affiliated companies of Legg Mason, in compliance with the
Information Barrier Policy, and shall only be communicated within ClearBridge on a
"need to know" basis.
Access Persons must also avoid making unnecessary disclosure of ANY internal
information concerning ClearBridge, Legg Mason, or their affiliates and their
business relationships.
For information relating to “material non-public information” and “insider trading,”
please see ClearBridge’s Policy on Material Non-Public Information on the intranet
site.
(C) REQUIREMENTS
(i)	All Access Persons who are subject to this Code are required to comply with
	all federal securities laws applicable to ClearBridge's business.
(ii)	All Access Persons are required to comply with the Personal Securities
	Transactions Policy incorporated herein.
(D) DUTY TO REPORT AND NON-RETALIATION POLICY
Should an employee become aware of any conduct which the employee believes may
constitute a violation of this Code, the law, or any ClearBridge policy, the employee
must promptly report such conduct to the Chief Compliance Officer or his/her designee.
All information about potential or suspected violations reported to the Chief Compliance
Officer will be investigated and the identity of the reporting person will be kept

confidential. ClearBridge's policy prohibits any retaliatory action against a reporting 

person, including discharge, demotion, suspension, threats or harassment. 

ADMINISTRATION OF THE CODE 

The Human Resources Department is responsible for ensuring that a copy of the Code 

is delivered to all persons at the commencement of their employment with ClearBridge. 

As a condition of continuing employment, each employee is required to acknowledge, in 

writing (See Exhibit A), receipt of a copy of the Code and that he or she understands 

his/her obligations and responsibilities hereunder within 10 days of becoming an Access 

Person subject to this Code. Each Access Person is also obligated to acknowledge 

receipt of any amendments to the Code. On an annual basis, each Access Person 

must certify that s/he has complied with the Code. 

Monitoring for compliance with the Code shall be conducted by the Compliance 

Department. Any violation of this Code by employees will be considered serious and 

may result in disciplinary action, which may include the unwinding of trades, 

disgorgement of profits, monetary fine or censure and suspension or termination of 

employment. Any violation of this Code will be reported by the Compliance Department 

to the person’s supervisor, and, as appropriate, to ClearBridge’s Management 

Committee and/or to the Chief Compliance Officers of any funds managed by 

ClearBridge. 

QUESTIONS 

All questions about an individual's responsibilities and obligations under the Code of 

Ethics should be referred to ClearBridge's Chief Compliance Officer or her designee. 

OUTSIDE DIRECTORSHIPS 

Personnel are prohibited from serving on the board of directors of any publicly listed or 

traded company (other than Legg Mason, Inc. or its proprietary registered investment 

companies) or of any company whose securities are held in any client portfolio, except 

with the prior authorization (See Exhibit B) of (i) the Chief Executive Officer of 

ClearBridge or, in his/her absence, the Chief Operating Officer, and (ii) the General 

Counsel of Legg Mason, Inc, or his/her designee, based upon a determination that the 

board service would be consistent with the best interests of ClearBridge’s clients. If 

permission to serve as a director is given, the company will be placed on the Restricted 

List. Transactions in that company's securities for client and personal securities 

accounts will only be authorized when certification has been obtained from that 

company's Secretary or similar officer that its directors are not in possession of material 

price sensitive information with respect to its securities. 

PERSONAL SECURITIES TRANSACTIONS POLICY
POLICY STATEMENT
While employees are neither prohibited from holding individual securities nor engaging
in individual securities transactions, by promulgating this Policy, ClearBridge is not
endorsing or encouraging such activity. ClearBridge recognizes that in its role as an
investment adviser, its responsibility is to its clients and their investments. Clients
always come first. ClearBridge believes that its primary obligation is that any potential
investment first be considered from the perspective of its appropriateness for any client
portfolios. Only after it is determined that it is not appropriate for any client should an
employee consider it for a personal account.
SUMMARY
All Access Persons are subject to the restrictions contained in this Personal Securities
Transactions Policy (the "Policy") with respect to their securities transactions. The
following serves as a summary of the most common restrictions. Please refer to specific
sections that follow this summary for more detail, including definitions of persons
covered by this Policy, accounts covered by this Policy ("Covered Accounts"), securities
covered by this Policy ("Covered Securities"), reports required by this Policy (“Reports”)
and the procedures for compliance with this Policy.
•	All purchases or sales of equity securities and securities convertible into equity
	securities (generally, stocks, convertible bonds and their equivalents) by employees,
	and certain of their family members, must be precleared, except as noted below.
•	All employees must execute their transactions in Covered Securities through
	approved broker/dealers which are broker/dealers who feed transaction and holding
	information to ClearBridge through Protogent PTA® (“Approved Brokers”). The list
	of Approved Brokers is on the PTA site. Permission to use a non-approved broker
	will only be granted in exigent circumstances (See Exhibit C).
•	Portfolio Managers and Portfolio Research Analysts are prohibited from purchasing
	or selling a Covered Security within seven calendar days before or after an account
	managed by them has traded in the same (or a related) security, unless a de
	minimis exception applies. This includes a change in a model utilized in an “SMA” or
	“wrap” program.
•	All other Investment Personnel (as defined below) are prohibited from transacting in
	a Covered Security on any day a client is trading in such security, unless a de
	minimis exception applies.
•	All other Access Persons are prohibited from transacting in a Covered Security on
	any day a client is trading in such security, unless a de minimis exception applies.

•	De Minimis Exception: There is a de minimis exception pertaining to transactions of
	up to 500 shares in any 7 calendar day period of a large cap US equity ($10 billion
	or greater in market cap) or the equivalent number of shares of non-US large cap
	companies trading in the US as American Depository Receipts or American
	Depository Shares (“ADRs”).
•	Employees are prohibited from profiting from the purchase and sale or sale and
	purchase of a Covered Security, or a related security, within 60 calendar days.
•	Portfolio Managers are prohibited from buying securities, directly or indirectly, in an
	initial public offering. Any other Access Person wishing to buy securities, directly or
	indirectly, in an initial public offering must receive prior permission from the Chief
	Investment Officer (or his designee) and the Chief Compliance Officer (or her
	designee).
•	Any employee wishing to buy securities, directly or indirectly, in a private placement
	must receive prior permission from the Chief Compliance Officer and his/her
	immediate supervisor (See Exhibit D).
•	All employees must report all trades in Reportable Funds, as defined, below.
•	Funds managed by ClearBridge (“Managed Funds”):
	o	Shares must be held in an Approved Brokerage Account (except if they are in
		the Legg Mason 401(k) plan or held directly by the transfer agent of the Legg
		Mason Partners Funds). Compliance must be notified of directly-held LMP
		Funds.).
	o	Shares are subject to a 60 day holding period, as explained below.
DEFINITIONS
ACCESS PERSON means all employees, directors or officers of ClearBridge and any
employee of Legg Mason & Co., LLC (“LM & Co.”) and Legg Mason Technology
Services, Inc. (“LMTS”) whose duties primarily involve directly supporting ClearBridge’s
business and who have been notified that they are subject to this Code and such other
persons as the Chief Compliance Officer shall designate.
Notwithstanding anything herein to the contrary, this Code does not cover any individual
covered under the Legg Mason & Co., LLC Code of Ethics (the “Legg Mason Access
Persons”), including, without limitation:
(1) the Legg Mason representatives on the Clearbridge Board of Directors; and
(2) any other employee of Legg Mason and Co., LLC who may be considered an
	“Access Person” to ClearBridge (as such term is defined in Rule 204a-1 under the

	Advisers Act), unless such person has been designated as an Access Person
	subject to this Code by the Chief Compliance Officer.
ClearBridge hereby delegates to the Legg Mason Legal and Compliance Department
responsibility for monitoring the Legg Mason Access Persons’ compliance with the Legg
Mason & Co., LLC Code of Ethics and for enforcing the provisions of the Legg Mason
Code of Ethics against such persons.
INVESTMENT PERSONNEL means any Access Person who is a portfolio manager,
analyst or trader and any other person so designated by the Chief Compliance Officer.
PORTFOLIO RESEARCH ANALYST means any research analyst who supports one or
more specific management teams and who has been designated as such by the Chief
Compliance Officer.
COVERED SECURITIES means stocks, notes, bonds, closed-end funds, off shore
funds, hedge funds, exchange traded funds (“ETFs”), debentures, and other evidences
of indebtedness, including senior debt, subordinated debt, investment contracts,
commodity contracts and futures. Managed Funds and Reportable Funds, as defined
herein, are also Covered Securities. The same limitations of this Code pertain to
transactions in a security related to a Covered Security, such as an option to purchase
or sell a Covered Security and any security convertible into or exchangeable for a
Covered Security.
COVERED ACCOUNTS means an account in which Covered Securities are owned by
you or an account in which you have a Beneficial Interest, as defined below. A Covered
Account includes all accounts that could hold Covered Securities in which the Access
Person has a Beneficial Interest regardless of what, if any, securities are maintained in
such accounts (thus, even if an account does not hold Covered Securities, if it has the
capability of holding Covered Securities, the account must be disclosed). Funds held
directly with fund companies do not need to be disclosed if no Managed Funds (as
defined below) or Reportable Funds (as defined below) are held in such accounts.
Qualified Tuition Programs (“Section 529 plans” or “College Savings Plans”) are not
subject to this Policy.
SECURITIES AND TRANSACTIONS NOT COVERED BY THIS POLICY ARE:
•	shares in any open-end US registered investment company (mutual fund), which is
	not managed, advised or sub-advised by ClearBridge or a Legg Mason affiliate
•	shares issued by money market funds, including Reportable Funds
•	shares issued by unit investment trusts that are invested exclusively in one or more
	open-end funds other than reportable Funds
•	securities which are direct obligations of the U.S. Government (i.e., Treasuries)

• bankers' acceptances, bank certificates of deposit, commercial paper, repurchase
agreements and other high quality short-term debt instruments2
IF A SECURITY IS NOT COVERED BY THIS POLICY, YOU MAY PURCHASE OR
SELL IT WITHOUT OBTAINING PRECLEARANCE AND YOU DO NOT HAVE TO
REPORT IT.
APPROVED BROKER means any broker/dealer who feeds transaction and holding
information to ClearBridge through Protogent PTA®.
MANAGED FUNDS means US registered investment companies advised or subadvised
by ClearBridge. They can include proprietary as well as non-proprietary funds.
REPORTABLE FUNDS means US registered investment companies advised or
subadvised by any advisory affiliate of ClearBridge. They can include proprietary and
non-proprietary funds.
BENEFICIAL INTEREST means the opportunity, directly or indirectly, through any
contract, arrangement, understanding, relationship or otherwise, to share at any time in
any profit derived from a transaction in a Covered Security.
You are deemed to have a Beneficial Interest in the following:
(1)	any Security owned individually by you;
(2)	any Security owned jointly by you with others (for example, joint accounts,
	spousal accounts, partnerships, trusts and controlling interests in
	corporations); and
(3)	any Security in which a member of your Immediate Family has a Beneficial
	Interest if the Security is held in an account over which you have decision
	making authority (for example, you act as trustee, executor, or guardian).
You are deemed to have a Beneficial Interest in accounts held by your spouse
(including his/her IRA accounts), minor children and other members of your immediate
family (children, stepchildren, grandchildren, parents, step parents, grandparents,
siblings, in-laws and adoptive relationships) who share your household. In addition, you
are deemed to have a Beneficial Interest in accounts maintained by your domestic
partner (an unrelated adult with whom you share your home and contribute to each

² High quality short-term debt instruments means any instrument having a maturity at issuance of less 

than 366 days and which is rated in one of the highest two rating categories by a Nationally Recognized 

Statistical Rating Organization, or which is unrated but is of comparable quality. 

other's support). This presumption may be rebutted by convincing evidence that the
profits derived from transactions in the Covered Securities will not provide you with any
economic benefit.
You have a Beneficial Interest in the following:
•	Your interest as a general partner in Covered Securities held by a general or
	limited partnership;
•	Your interest as a manager-member in the Covered Securities held by a limited
	liability company;
•	Your interest as a member of an “investment club” or an organization that is
	formed for the purpose of investing a pool of monies in Covered Securities;
•	Your ownership of Covered Securities as trustee where either you or members of
	your immediate family have a vested interest in the principal of income of the
	trust;
•	Your ownership of a vested interest in a trust;
•	Your status as a settler or a trust, unless the consent of all of the beneficiaries is
	required in order for you to revoke the trust.
You do not have a Beneficial Interest in Covered Securities held by a corporation,
partnership, limited liability company or other entity in which you hold an equity interest
unless you are a controlling equity holder or you have or share investment control over
the Covered Securities held by the entity.
IF YOU ARE IN ANY DOUBT AS TO WHETHER AN ACCOUNT FALLS WITHIN THE
DEFINITION OF COVERED ACCOUNT OR WHETHER YOU WOULD BE DEEMED
TO HAVE A BENEFICIAL INTEREST IN AN ACCOUNT, PLEASE SEE COMPLIANCE.
BLACK OUT PERIODS
Portfolio Managers - In order to prevent buying or selling securities in competition
with orders for clients, or from taking advantage of knowledge of securities being
considered for purchase or sale for clients3 , Portfolio Managers and the Portfolio
Research Analysts working directly with the Portfolio Manager on his/her portfolios
will not be able to execute a trade in a Covered Security within seven calendar days
before or after an account managed by said Portfolio Manager has traded in the
same (or a related) security. The blackout period also pertains to situations when
the Portfolio Manager changes a model utilized in an “SMA” or “wrap” program.

³ A security is "being considered for purchase or sale" when a recommendation to purchase or sell a 

security has been made or communicated and, with respect to the person making the recommendation, 

when such person seriously considers making such a recommendation. 

Research Analysts - For purposes of the Vision Fund, a research analyst is deemed
to be a portfolio manager for his/her sleeve of the Fund and is subject to the 14 day
blackout period for purchases and sales made at his/her direction.
Investment Personnel are precluded from executing a trade in a Covered Security
on the same day that there is a client order for the same (or a related) security,
unless a de minimis exception applies.
All Other Access Persons are precluded from executing a trade in a Covered
Security on the same day that there is a client order for the same (or a related)
security, unless a de minimis exception applies.
De Minimis exception: Transactions involving shares in certain companies traded on
US stock exchanges or the NASDAQ will be approved regardless of whether there are
outstanding client orders. The exception applies to transactions involving no more than
500 shares, during any 7 calendar day period, per issuer (or the equivalent number
of shares represented by ADRs) in securities of companies with market capitalizations
of $10 billion or more. In the case of options, an employee may purchase or sell up to 5
option contracts to control up to 500 shares in the underlying security of such large cap
company.
•	Preclearance is required for all de minimis transactions.
HOLDING PERIODS
TRADES BY EMPLOYEES IN MANAGED FUNDS ARE SUBJECT TO A 60
CALENDAR DAY HOLDING PERIOD. SECURITIES MAY NOT BE SOLD OR
BOUGHT BACK WITHIN 60 CALENDAR DAYS AFTER THE ORIGINAL
TRANSACTION WITHOUT THE PERMISSION OF THE CHIEF COMPLIANCE
OFFICER.
ACCESS PERSONS CANNOT PURCHASE OR SELL THE SAME COVERED
SECURITY WITHIN 60 CALENDAR DAYS IF SUCH TRANSACTIONS WILL RESULT
IN A PROFIT.
The Short Term Trading Prohibition does not pertain to individual stock options that are
part of a hedged position where the underlying stock has been held for more than 60
calendar days and the entire position (including the underlying security) is closed out.
PRECLEARANCE
• Preclearance is obtained through the Personal Trading Assistant found under
“Compliance” on the ClearBridge intranet site.

•	Preclearance is valid until close of business on the business day during which
	preclearance was obtained. If the transaction has not been executed within that
	timeframe, a new preclearance must be obtained.
	•	IF YOU WISH TO PURCHASE AN INITIAL PUBLIC OFFERING4 , YOU MUST
		OBTAIN PERMISSION FROM THE CIO AND THE CHIEF COMPLIANCE
		OFFICER (SEE, EXHIBIT F). PORTFOLIO MANAGERS CANNOT
		PARTICIPATE IN IPOS FOR THEIR PERSONAL ACCOUNTS EXCEPT FOR
		OFFERINGS OF CLOSED END FUNDS THAT ARE EITHER ADVISED OR
		SUB-ADVISED BY CLEARBRIDGE.
	•	IF YOU WISH TO PURCHASE SECURITIES IN A PRIVATE PLACEMENT,5
		YOU MUST OBTAIN PERMISSION FROM THE CHIEF COMPLIANCE
		OFFICER AND YOUR SUPERVISOR.
The following transactions do not require pre-clearance:
•	Transactions in a Covered Account over which the employee has no direct or
	indirect influence or control such as where investment discretion is delegated in
	writing to an independent fiduciary. Fully discretionary accounts managed by either
	an internal or external registered investment adviser are permitted and may be
	custodied away from an Approved Broker if (i) the employee receives permission
	from the Chief Compliance Officer or his/her designee; and (ii) there is no
	communication between the manager and the employee with regard to investment
	decisions prior to execution. The employee must designate that copies of periodic
	(monthly or quarterly) statements that contain transaction information as detailed
	under Reporting Requirements be sent to the Compliance Department;
•	Transactions in estate or trust accounts of which an employee or related person has
	a beneficial ownership, but no power to affect investment decisions. There must be
	no communication between the account(s) and the employee with regard to
	investment decisions prior to execution. The employee must direct the trustee/bank
	to furnish copies of statements that contain transaction information as detailed under
	Reporting Requirements to the Compliance Department;
•	Transactions which are non-volitional on the part of the employee (i.e., the receipt of
	securities pursuant to a stock dividend or merger, a gift or inheritance). However, the
	sale of securities acquired in a non-volitional manner is treated as any other
	transaction and subject to pre-clearance.

⁴ An IPO is an offering of securities registered under the Securities Act, the issuer of which, immediately before the registration, was 

not subject to reporting requirements under the federal securities laws. 

⁵ A private placement is an offering of securities that are not registered under the Securities Act because the offering qualified for an 

exemption from the registration provisions. 

•	Sales pursuant to a bona fide tender offer.
•	Purchases of the stock of a company pursuant to an automatic investment plan
	which is a program in which regular periodic purchases (or withdrawals) are made
	automatically in (or from) investment accounts in accordance with a predetermined
	schedule and allocation. An automatic investment plan includes a dividend
	reinvestment plan. Payroll deduction contributions to 401(k) plans are deemed to
	be pursuant to automatic investment plans. (Preclearance and reporting of
	particular instances of dividend reinvestment is not required; annual reporting of
	holdings is required).
•	The receipt or exercise of rights issued by a company on a pro rata basis to all
	holders of a class of security and the sale of such rights. However, if you purchase
	the rights from a third-party, the transaction must be pre-cleared. Likewise, the sale
	of such rights must be pre-cleared.
•	Purchases and sales of Legg Mason’s publicly traded securities or the receipt or
	exercise of an employee stock option under any of Legg Mason’s employee stock
	plans. Note: All employees are subject to the Legg Mason, Inc. Policies and
	Procedures Regarding Acquisitions and Disposition of Legg Mason Securities, which
	is an exhibit to this Code.
•	Purchases of an employer’s securities done under a bona fide employee benefit plan
	or the receipt or exercise of options in an employer’s securities done under a bona
	fide employee stock option plan of a company not affiliated with Legg Mason by an
	employee of that company who is a member of an Access Person’s immediate
	family do not require preclearance. However, sales of the employer’s stock, whether
	part of the employee benefit or stock option plans, do require preclearance and
	reporting. Furthermore, employee benefit plans that allow the employee to buy or
	sell Covered Securities other than those of the employer are subject to the
	requirements of the Code, including preclearance, reporting and holding periods.
•	Any transaction involving non-financial commodities, futures (including currency
	futures and futures on securities comprising part of a broad-based, publicly traded
	market based index of stocks) and options on futures.
•	Any acquisition or disposition of a security in connection with an option-related
	transaction that has been previously approved. For example, if you received
	clearance to buy a call and then decide to exercise it, you are not required to obtain
	preclearance in order to exercise the call.
•	Transactions involving options on broad-based indices, including, but not limited to,
	the S&P 500, the S&P 100, NASDAQ 100, Russell 2000, Russell 1000, Russell
	3000, Nikkei 300, NYSE Composite and the Wilshire Small Cap.

•	Access Persons desiring to make a bona fide6 gift or charitable contribution of
	Covered Securities or who receive a bona fide gift of Covered Securities, including
	an inheritance, do not need to preclear the transactions. However, such gift or
	contribution must be reported in the next quarterly report (See “Reporting
	Requirements”).
•	Fixed income investments other than fixed income securities convertible into equity
	securities.
•	Transactions in Managed Funds and Reportable Funds.
REPORTING REQUIREMENTS
All personnel are required to report the establishment of any new Covered Accounts
established during the quarter to Compliance, even if the Covered Account is with an
Approved Broker. Employees are also required to report to the Compliance
Department the establishment of any account in a Managed Fund directly with the Legg
Mason Partners Funds’ transfer agent.
The Approved Brokers provide the Compliance Department with a daily report of all
transactions executed by personnel. The Legg Mason Partners Funds’ transfer agent
provides the Compliance Department with transactions in the Managed Funds. If you
have received permission to maintain a Covered Account at other than an Approved
Broker, including spousal accounts for which you received a waiver from the
requirement to preclear, you must arrange for the broker to provide Compliance with the
following information.
Reports of Each Transaction in a Covered Security
•	No later than at the opening of business on the business day following the day of
	execution of a trade for a Covered Account, Compliance must be provided with the
	following information:

name of security 

exchange ticker symbol or CUSIP 

nature of transaction (purchase, sale, etc.) 

number of shares/units or principal amount 

price of transaction 

date of trade 

name of broker 

the date the Access Person submits the report 

⁶ A bona fide gift or contribution is one where the donor does not receive anything of monetary value in 

return. 

Quarterly Reports 

If you have engaged in a transaction that did not require preclearance but did require 

reporting, please confirm that Compliance has received the required information, as 

follows: 

No later than 30 days after the end of each calendar quarter, each employee who 

maintains a Covered Account at other than an Approved Broker will provide Compliance 

with a report of all transactions in Covered Securities in the quarter, including the name 

of the Covered Security, the exchange ticker symbol or CUSIP, the number of shares 

and principal amount, whether it was a buy or sell, the price and the name of the broker 

through whom effected 

Annual Reports 

Within 45 days after the end of the calendar year, each employee must report all his/her 

holdings in Covered Securities as at December 31, including the title, exchange ticker 

symbol or CUSIP, number of shares and principal amount of each Covered Security the 

employee owns (as defined above) and the names of all Covered Accounts. The report 

will be made through certification on the Personal Trading Assistant. Any holdings that 

do not appear should be provided to Compliance for entry in the system prior to 

certification. Any employee failing to certify within the required time period will not be 

allowed to engage in any personal securities transactions. 

OTHER REPORTS 

Initial Employment 

No later than 10 days after initial employment with ClearBridge, or notification of 

coverage under this Code, each employee must provide Compliance with a list of each 

Covered Security s/he owns (as defined above). The information provided, which must 

be current as of a date no more that 45 days prior to the date such person became an 

employee (or subject to this Code), must include the title of the security, the exchange 

ticker symbol or CUSIP, the number of shares owned (for equities) and principal amount 

(for debt securities), The employee must also provide information, which must include 

the name of the broker, dealer or bank with whom the employee maintains an account 

in which any securities are held for the direct or indirect benefit of the employee. This 

information will be entered into the Personal Trading Assistant by Compliance and must 

be certified to, electronically, by the employee before the employee can effectuate any 

transactions. If the employee does not maintain a Covered Account with an Approved 

Broker, s/he will be given a reasonable amount of time to transfer the Covered 

Account(s) to an Approved Broker. 

Reportable Funds
No later than 30 days after the end of each calendar quarter, TRANSACTIONS IN
REPORTABLE FUNDS (OTHER THAN THOSE MANAGED BY CLEARBRIDGE)
MUST BE REPORTED.
The information on personal securities transactions received and recorded will be
deemed to satisfy the obligations contained in Rule 204A-1 under the Advisers Act and
Rule 17j-1 under the Investment Company Act. Such reports may, where appropriate,
contain a statement to the effect that the reporting of the transaction is not to be
construed as an admission that the person has any direct or indirect beneficial interest
or ownership in the security.
ADMINISTRATION OF THE CODE
At least annually, the Chief Compliance Officer, on behalf of ClearBridge, will furnish to
the boards or to the Chief Compliance Officer of any US registered investment company
to which ClearBridge acts as adviser or subadviser, a written report that:
(i) Describes any issues arising under the Code or this Policy since the last report to
the board, including, but not limited to, information about material violations of the
Code or this Policy and sanctions imposed in response to the material violations;
and
(ii) Certifies that the ClearBridge has adopted procedures reasonably necessary to
prevent Access Persons from violating the Code or this Policy.
Adopted:	February 14, 2007*
Amended:	April 1, 2007
Amended:	June 1, 2007
Amended:	December 10, 2008
Amended:	August 10, 2009
Amended:	June 8, 2010
*Amending and Restating the Code of Ethics
adopted January 28, 2005, as amended.
.