LEGG MASON FUNDS
CODE OF ETHICS
FOR
PRINCIPAL EXECUTIVE AND FINANCIAL OFFICERS
(As adopted August 7, 2003; revised August 12, 2004)
I. Covered Officers and Purpose of the Code
Legg Mason Funds' code of ethics (the "Code") for the investment companies
within the Legg Mason family of mutual funds (each a "Fund," and collectively,
the "Funds") applies to each Fund's Principal Executive Officer and Principal
Financial Officer (the "Covered Officers" each of whom are set forth in Exhibit
A) for the purpose of promoting:
o honest and ethical conduct, including the ethical handling of actual or
apparent conflicts of interest between personal and professional
relationships;
o full, fair, accurate, timely and understandable disclosure in reports
and documents that a registrant files with, or submits to, the
Securities and Exchange Commission ("SEC") and in other public
communications made by the Funds;
o compliance with applicable laws and governmental rules and regulations;
o the prompt internal reporting of violations of the Code to an appropriate
person or persons identified in the Code; and
o accountability for adherence to the Code.
Each Covered Officer should adhere to a high standard of business ethics and
should be sensitive to situations that may give rise to actual as well as
apparent conflicts of interest.
II. 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, a Fund. For
example, a conflict of interest would arise if a Covered Officer, or a member of
his or her family, receives improper personal benefits as a result of his or her
position with a Fund.
Certain conflicts of interest arise out of the relationships between Covered
Officers and a Fund 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 a Fund because of
their status as "affiliated persons" of the Fund. The 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 a
Fund and an investment adviser 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 a Fund or for the
adviser, or for both), be involved in establishing policies and implementing
decisions that will have different effects on the adviser and the Funds. The
participation of the Covered Officers in such activities is inherent in the
contractual relationship between a Fund and an adviser and is consistent with
the performance by the Covered Officers of their duties as officers of the
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 Funds' Boards
of Directors/Trustees ("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 a Fund.
* * * * *
Each Covered Officer must:
o not use his or her personal influence or personal relationships
improperly to influence financial reporting by a Fund;
o not cause a Fund to take action, or fail to take action, for the
individual personal benefit of the Covered Officer rather than the
benefit the Fund;
There are some actual or potential conflict of interest situations
that, if material, should always be discussed with a chief legal officer that
has been appointed by the Board of the Funds ("Chief Legal Officer"). Examples
of these include:
o service as a director on the board of any public company (other than the
Funds or their investment advisers or any affiliated person thereof) 1;
o the receipt of any non-nominal gifts (i.e., in excess of $100);
o the receipt of any entertainment from any company with which a Fund 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;
o any ownership interest in, or any consulting or employment relationship
with, any of the Funds' service providers (other than their investment
advisers, or principal underwriter, or any affiliated person thereof);
o a direct or indirect financial interest in commissions, transaction
charges or spreads paid by a Fund 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.
III. Disclosure and Compliance
o Each Covered Officer should familiarize him or herself with the
disclosure requirements generally applicable to the Funds;
o each Covered Officer should not knowingly misrepresent, or cause others
to misrepresent, facts about a Fund to others, whether within or
outside the Fund, including to the Fund's directors and auditors, and
to governmental regulators and self-regulatory organizations;
o each Covered Officer should, to the extent appropriate within his or
her area of responsibility, consult with other officers and employees
of the Funds and the advisers with the goal of promoting full, fair,
accurate, timely and understandable disclosure in the reports and
documents the Funds file with, or submit to, the SEC and in other
public communications made by the Funds; and
o it is the responsibility of each Covered Officer to promote compliance
with the standards and restrictions imposed by applicable laws, rules
and regulations.
IV. Reporting and Accountability
Each Covered Officer must:
o upon adoption of the Code (or thereafter as applicable, upon becoming a
Covered Officer), affirm in writing to the Board that he or she has
received, read, and understands the Code;
o annually thereafter affirm to the Board that he or she has complied with
the requirements of the Code;
o not retaliate against any other Covered Officer or any employee of the
Funds or their advisers or any affiliated persons thereof or service
providers of the Funds for reports of potential violations that are
made in good faith; and
o notify the Chief Legal Officer promptly if he or she knows of any
violation of this Code. Failure to do so is itself a violation of this Code.
o report at least annually any employment position, including officer or
directorships, held by the Covered Officer or any immediate family
member of a Covered Officer with affiliated persons of the Funds.
o report at least annually any employment position, including officer or
directorships, held by the Covered Officer or any immediate family
member of a Covered Officer with a service provider to the fund.
The Chief Legal Officer is responsible for applying this Code to specific
situations in which questions are presented under it and has the authority to
interpret this Code in any particular situation. However, any approvals or
waivers sought by a Covered Officer will be considered by the Code of Ethics
Review Committee (the "Committee") responsible for oversight of the Funds code
of ethics under Rule 17j-1 under the Investment Company Act. If a Covered
Officer seeking an approval or waiver sits on the Committee, the Covered Person
shall recuse him or herself from any such deliberations. Any approval or waiver
granted by the Committee will be reported promptly to the Chair of the Audit
Committees of the Funds.
The Funds will follow these procedures in investigating and enforcing this Code:
o the Chief Legal Officer will take all appropriate action to investigate any
potential violations reported to him;
o if, after such investigation, the Chief Legal Officer believes that no
violation has occurred, the Chief Legal Officer is not required to take
any further action;
o any matter that the Chief Legal Officer believes is a violation will be
reported to the Committee;
o if the Committee concurs that a violation has occurred, it will inform
the Board, 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;
o the Committee will be responsible for granting waivers, as appropriate;
and
o any changes to or waivers of this Code will, to the extent required, be
disclosed as provided by SEC rules.
V. 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. Insofar as other policies or
procedures of the Funds, the 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 Funds' and their investment advisers' and principal underwriter's codes of
ethics under Rule 17j-1 under the Investment Company Act are separate
requirements applying to the Covered Officers and others, and are not part of
this Code.
VI. Amendments
Any amendments to this Code, other than amendments to Exhibit A, must be
approved or ratified by a majority vote of the Board.
VII. 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 appropriate Board and Fund counsel, and the
board of directors and fund counsel of any other investment company for whom a
Covered Officer serves in a similar capacity.
VIII. Internal Use
The Code is intended solely for the internal use by the Funds and does not
constitute an admission, by or on behalf of any Fund, as to any fact,
circumstance, or legal conclusion.
Date: August 12, 2004
LEGG MASON FUNDS
CODE OF ETHICS
Exhibit A
Principal Executive Officer: Mark R. Fetting
Principal Financial Officer: Marie K. Karpinski
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1This exception for affiliated persons of a Fund does not apply if the
affiliation arises because the Fund owns 5% or more of the company's outstanding
voting securities, or because the company owns 5% or more of the Fund's
outstanding shares and the company is not a part of the Legg Mason complex