ICI MUTUAL INSURANCE COMPANY

                                 P.O. Box 730
                        Burlington, Vermont 05402-0730

                        INVESTMENT COMPANY BLANKET BOND


                         ICI MUTUAL INSURANCE COMPANY
                                 P.O. Box 730
                        Burlington, Vermont 05402-0730

                                 DECLARATIONS

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ITEM 1.    Name of Insured (the "Insured")                   Bond Number
                                                             87170108B
      FRANKLIN RESOURCES, INC.

      Principal Address:  One Franklin Parkway
                          San Mateo, CA 94403-1906
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ITEM 2. Bond Period: from 12:01 a.m. on JUNE 30, 2008, to 12:01 JUNE 30, 2009,
        or the earlier  effective date of the  termination of this Bond,
        standard time at the Principal Address as to each of said dates.
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Item 3. Limit of Liability--
        Subject to Sections 9, 10, and 12 hereof:

                                                   LIMIT OF       DEDUCTIBLE
                                                  LIABILITY         AMOUNT

      Insuring Agreement A- FIDELITY             $220,000,000        $250,000
      Insuring Agreement B- AUDIT EXPENSE             $50,000         $10,000
      Insuring Agreement C- ON PREMISES          $220,000,000        $250,000
      Insuring Agreement D- IN TRANSIT           $220,000,000        $250,000
      Insuring Agreement E- FORGERY OR
                            ALTERATION           $220,000,000        $250,000
      Insuring Agreement F- SECURITIES           $220,000,000        $250,000
      Insuring Agreement G- COUNTERFEIT
                            CURRENCY             $220,000,000        $250,000
      Insuring Agreement H- UNCOLLECTIBLE ITEMS
                            OF DEPOSIT                $25,000          $5,000
      Insuring Agreement I- PHONE/ELECTRONIC
                            TRANSACTIONS         $220,000,000        $250,000

      If "Not Covered" is inserted opposite any Insuring Agreement above,
      such Insuring Agreement and any reference thereto shall be deemed to
      be deleted from this Bond.

      OPTIONAL INSURING AGREEMENTS ADDED BY RIDER:

      Insuring Agreement J- COMPUTER SECURITY    $220,000,000        $250,000
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ITEM 4. Offices or  Premises  Covered--All  the  Insured's  offices or other
      premises  in  existence  at the time  this  Bond  becomes  effective  are
      covered under this Bond,  except the offices or other  premises  excluded
      by Rider.  Offices or other premises  acquired or  established  after the
      effective  date of this Bond are covered  subject to the terms of General
      Agreement A.
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ITEM 5. The liability of ICI Mutual  Insurance  Company (the  "Underwriter")
      is subject to the terms of the following Riders attached hereto:

      Riders:
      1-2-3-4-5-6-7-8-9-10-11-12-13-14-15-16-17-18-19-20-21-22-23-24-25

      and of all Riders applicable to this Bond issued during the Bond Period.
                                                                              =
===============================================================================


                                                By:   /s/ CATHERINE DALTON
                                                      Authorized Representative

                        INVESTMENT COMPANY BLANKET BOND

ICI Mutual  Insurance  Company  (the  "Underwriter"),  in  consideration  of an
agreed   premium,   and  in  reliance  upon  the   Application  and  all  other
information  furnished to the  Underwriter  by the Insured,  and subject to and
in  accordance  with  the   Declarations,   General   Agreements,   Provisions,
Conditions and  Limitations  and other terms of this bond (including all riders
hereto)  ("Bond"),  to the extent of the Limit of Liability  and subject to the
Deductible  Amount,  agrees to indemnify the Insured for the loss, as described
in  the  Insuring  Agreements,  sustained  by  the  Insured  at  any  time  but
discovered during the Bond Period.


                              INSURING AGREEMENTS

A. FIDELITY

   Loss (including loss of Property)  caused by any Dishonest or Fraudulent Act
   or Theft  committed  by an Employee  anywhere,  alone or in  collusion  with
   other persons (whether or not Employees),  during the time such Employee has
   the status of an  Employee as defined  herein,  and even if such loss is not
   discovered  until after he or she ceases to be an Employee,  EXCLUDING  loss
   covered under Insuring Agreement B.

B. AUDIT EXPENSE

   Expense  incurred  by the  Insured  for that part of audits or  examinations
   required  by  any  governmental  regulatory  authority  or  Self  Regulatory
   Organization  to be conducted by such  authority  or  Organization  or by an
   independent  accountant or other person,  by reason of the discovery of loss
   sustained by the Insured and covered by this Bond.

C. ON PREMISES

   Loss of Property  (including damage thereto or destruction  thereof) located
   or  reasonably  believed by the Insured to be located  within the  Insured's
   offices or premises,  caused by Theft or by any Dishonest or Fraudulent  Act
   or through Mysterious  Disappearance,  EXCLUDING loss covered under Insuring
   Agreement A.

D. IN TRANSIT

   Loss of Property  (including  damage thereto or  destruction  thereof) while
   the  Property  is in transit in the custody of any person  authorized  by an
   Insured to act as a  messenger,  except  while in the mail or with a carrier
   for hire (other  than a Security  Company),  EXCLUDING  loss  covered  under
   Insuring  Agreement A. Property is "in transit"  beginning  immediately upon
   receipt of such Property by the transporting  person and ending  immediately
   upon delivery at the specified destination.

E. FORGERY OR ALTERATION

   Loss  caused  by the  Forgery  or  Alteration  of or on  (1)  any  bills  of
   exchange,  checks,  drafts,  or other  written  orders or  directions to pay
   certain  sums in money,  acceptances,  certificates  of deposit,  due bills,
   money  orders,  or  letters of credit;  or (2) other  written  instructions,
   requests or applications to the Insured,  authorizing or  acknowledging  the
   transfer,  payment,  redemption,  delivery or receipt of Property, or giving
   notice of any bank account,  which  instructions or requests or applications
   purport to have been signed or endorsed by (a) any  customer of the Insured,
   or (b) any  shareholder  of or subscriber to shares issued by any Investment
   Company, or (c) any financial or banking institution or stockbroker;  or (3)
   withdrawal  orders or receipts for the  withdrawal of Property,  or receipts
   or  certificates of deposit for Property and bearing the name of the Insured
   as issuer or of another  Investment  Company for which the  Insured  acts as
   agent.

   This  Insuring  Agreement  E does  not  cover  loss  caused  by  Forgery  or
   Alteration of Securities or loss covered under Insuring Agreement A.

F. SECURITIES

   Loss resulting from the Insured,  in good faith,  in the ordinary  course of
   business,  and in any  capacity  whatsoever,  whether for its own account or
   for the account of others,  having acquired,  accepted or received,  or sold
   or  delivered,  or given any  value,  extended  any  credit or  assumed  any
   liability on the faith of any  Securities,  where such loss results from the
   fact that such Securities (1) were Counterfeit,  or (2) were lost or stolen,
   or (3) contain a Forgery or Alteration,  and notwithstanding  whether or not
   the  act of  the  Insured  causing  such  loss  violated  the  constitution,
   by-laws, rules or regulations of any Self Regulatory  Organization,  whether
   or not the  Insured  was a member  thereof,  EXCLUDING  loss  covered  under
   Insuring Agreement A.

G. COUNTERFEIT CURRENCY

   Loss caused by the  Insured in good faith  having  received or accepted  (1)
   any money orders which prove to be  Counterfeit  or to contain an Alteration
   or (2) paper  currencies  or coin of the United  States of America or Canada
   which prove to be Counterfeit.

   This  Insuring  Agreement  G does not  cover  loss  covered  under  Insuring
   Agreement A.

H. UNCOLLECTIBLE ITEMS OF DEPOSIT

   Loss  resulting  from the payment of  dividends,  issuance of Fund shares or
   redemptions  or  exchanges  permitted  from an  account  with  the Fund as a
   consequence of

   (1)  uncollectible  Items of Deposit of a Fund's  customer,  shareholder  or
        subscriber credited  by the Insured or its agent to such person's  Fund
        account, or
   (2)  any Item of Deposit  processed  through an automated  clearing house
        which is reversed by a Fund's customer,  shareholder or subscriber and
        is deemed uncollectible by the Insured;

   PROVIDED,  that (a) Items of Deposit shall not be deemed uncollectible until
   the Insured's  collection  procedures  have failed,  (b) exchanges of shares
   between Funds with exchange  privileges  shall be covered  hereunder only if
   all such Funds are insured by the  Underwriter  for  uncollectible  Items of
   Deposit,  and (c) the Insured Fund shall have  implemented  and maintained a
   policy to hold Items of Deposit  for the  minimum  number of days  stated in
   its  Application  (as amended from time to time) before  paying any dividend
   or permitting  any  withdrawal  with respect to such Items of Deposit (other
   than  exchanges  between  Funds).  Regardless of the number of  transactions
   between Funds in an exchange program,  the minimum number of days an Item of
   Deposit  must be held  shall  begin  from the date the Item of  Deposit  was
   first credited to any Insured Fund.

   This  Insuring  Agreement  H does not  cover  loss  covered  under  Insuring
   Agreement A.

I. PHONE/ELECTRONIC TRANSACTIONS

   Loss caused by a  Phone/Electronic  Transaction,  where the request for such
   Phone/Electronic Transaction:

   (1) is  transmitted  to the Insured or its agents by voice over the telephone
       or by Electronic Transmission; and
   (2) is  made  by  an  individual  purporting  to  be a  Fund  shareholder  or
       subscriber or an authorized  agent of a Fund  shareholder  or subscriber;
       and
   (3) is  unauthorized  or fraudulent  and is made with the manifest  intent to
       deceive;

   PROVIDED,  that the entity  receiving such request  generally  maintains and
   follows  during the Bond Period all  Phone/Electronic  Transaction  Security
   Procedures with respect to all Phone/Electronic Transactions; and

   EXCLUDING loss resulting from:

   (1)  the failure to pay for shares attempted to be purchased; or

   (2)  any redemption of Investment  Company shares which had been improperly
        credited to a shareholder's account where such shareholder (a) did not
        cause,  directly  or  indirectly,  such  shares to be credited to such
        account, and (b) directly or indirectly received any proceeds or other
        benefit from such redemption; or

   (3)  any  redemption of shares  issued by an  Investment  Company where the
        proceeds of such  redemption were requested to be paid or made payable
        to other than (a) the  Shareholder of Record,  or (b) any other person
        or bank account designated to receive  redemption  proceeds (i) in the
        initial  account  application,  or (ii)  in  writing  (not to  include
        Electronic Transmission) accompanied by a signature guarantee; or

   (4)  any  redemption of shares  issued by an  Investment  Company where the
        proceeds of such  redemption  were  requested to be sent to other than
        any address for such account which was  designated  (a) in the initial
        account  application,  or (b) in writing  (not to  include  Electronic
        Transmission),  where such  writing is  received  at least one (1) day
        prior to such redemption  request,  or (c) by voice over the telephone
        or by Electronic Transmission at least fifteen (15) days prior to such
        redemption; or

   (5)  the  intentional  failure  to  adhere  to  one or more Phone/Electronic
        Transaction Security Procedures; or

   (6)  a Phone/Electronic  Transaction request transmitted by electronic mail
        or  transmitted  by any  method not  subject  to the  Phone/Electronic
        Transaction Security Procedures; or

   (7)  the failure or  circumvention  of any physical or electronic  protection
        device, including any firewall, that imposes restrictions on the flow of
        electronic traffic in or out of any Computer System.

   This  Insuring  Agreement  I does not  cover  loss  covered  under  Insuring
   Agreement A, "Fidelity" or Insuring Agreement J, "Computer Security".


                              GENERAL AGREEMENTS

A. ADDITIONAL OFFICES OR EMPLOYEES--CONSOLIDATION OR MERGER--NOTICE

   1. Except as  provided in  paragraph  2 below,  this Bond shall apply to any
      additional  office(s)  established  by the Insured during the Bond Period
      and to all  Employees  during the Bond  Period,  without the need to give
      notice  thereof or pay  additional  premiums to the  Underwriter  for the
      Bond Period.

   2. If during the Bond Period an Insured  Investment  Company  shall merge or
      consolidate  with an  institution  in which such Insured is the surviving
      entity,  or  purchase  substantially  all the assets or capital  stock of
      another   institution,   or  acquire  or  create  a  separate  investment
      portfolio,  and shall  within  sixty  (60) days  notify  the  Underwriter
      thereof,  then this Bond shall  automatically  apply to the  Property and
      Employees  resulting  from such  merger,  consolidation,  acquisition  or
      creation from the date thereof;  provided,  that the Underwriter may make
      such coverage contingent upon the payment of an additional premium.

B. WARRANTY

   No statement made by or on behalf of the Insured,  whether  contained in the
   Application or otherwise,  shall be deemed to be an absolute  warranty,  but
   only a warranty that such  statement is true to the best of the knowledge of
   the person responsible for such statement.

C. COURT COSTS AND ATTORNEYS' FEES

   The  Underwriter   will  indemnify  the  Insured  against  court  costs  and
   reasonable  attorneys'  fees  incurred and paid by the Insured in defense of
   any legal  proceeding  brought against the Insured claiming that the Insured
   is liable for any loss,  claim or damage which,  if established  against the
   Insured,  would constitute a loss sustained by the Insured covered under the
   terms of this  Bond;  provided,  however,  that  with  respect  to  Insuring
   Agreement A this indemnity shall apply only in the event that

   1. an  Employee  admits  to  having  committed  or is  adjudicated  to  have
      committed a Dishonest or  Fraudulent  Act or Theft which caused the loss;
      or

   2. in the absence of such an admission or  adjudication,  an  arbitrator  or
      arbitrators  acceptable  to the  Insured and the  Underwriter  concludes,
      after a review of an agreed  statement  of facts,  that an  Employee  has
      committed a Dishonest or Fraudulent Act or Theft which caused the loss.

   The Insured shall promptly give notice to the  Underwriter of any such legal
   proceeding  and upon request  shall furnish the  Underwriter  with copies of
   all pleadings and other papers therein.  At the  Underwriter's  election the
   Insured  shall permit the  Underwriter  to conduct the defense of such legal
   proceeding in the Insured's  name,  through  attorneys of the  Underwriter's
   selection.   In  such  event,   the  Insured   shall  give  all   reasonable
   information  and assistance  which the  Underwriter  shall deem necessary to
   the proper defense of such legal proceeding.

   If the amount of the  Insured's  liability or alleged  liability in any such
   legal  proceeding  is greater  than the amount  which the  Insured  would be
   entitled to recover  under this Bond (other  than  pursuant to this  General
   Agreement  C),  or if a  Deductible  Amount  is  applicable,  or  both,  the
   indemnity  liability of the  Underwriter  under this General  Agreement C is
   limited to the  proportion of court costs and  attorneys'  fees incurred and
   paid by the Insured or by the Underwriter  that the amount which the Insured
   would be  entitled to recover  under this Bond (other than  pursuant to this
   General  Agreement  C) bears to the sum of such amount plus the amount which
   the  Insured  is  not  entitled  to  recover.  Such  indemnity  shall  be in
   addition to the Limit of Liability for the applicable Insuring Agreement.

            THIS BOND, INCLUDING THE FOREGOING INSURING AGREEMENTS
              AND GENERAL AGREEMENTS, IS SUBJECT TO THE FOLLOWING
                    PROVISIONS, CONDITIONS AND LIMITATIONS:

SECTION 1.  DEFINITIONS

The  following  terms used in this Bond shall have the meanings  stated in this
   Section:

   A. "ALTERATION"  means the marking,  changing or altering in a material way
      of the terms,  meaning or legal  effect of a document  with the intent to
      deceive.

   B. "APPLICATION"  means the Insured's  application (and any attachments and
      materials   submitted   in   connection   therewith)   furnished  to  the
      Underwriter for this Bond.

   C. "COMPUTER   SYSTEM"  means  (1)  computers   with  related   peripheral
      components,  including storage  components,  (2) systems and applications
      software,  (3) terminal devices, (4) related  communications  networks or
      customer   communication   systems,  and  (5)  related  electronic  funds
      transfer systems;  by which data or monies are electronically  collected,
      transmitted, processed, stored or retrieved.

   D. "COUNTERFEIT"  means,  with respect to any item,  one which is false but
      is intended to deceive and to be taken for the original authentic item.

   E. "DEDUCTIBLE  AMOUNT" means, with respect to any Insuring  Agreement,  the
      amount set forth under the heading  "Deductible  Amount" in Item 3 of the
      Declarations or in any Rider for such Insuring  Agreement,  applicable to
      each Single Loss covered by such Insuring Agreement.

   F. "DEPOSITORY"  means any "securities  depository"  (other than any foreign
      securities  depository)  in which an  Investment  Company may deposit its
      Securities in  accordance  with Rule 17f-4 under the  Investment  Company
      Act of 1940.

   G. "DISHONEST  OR FRAUDULENT  ACT" means any  dishonest or fraudulent  act,
      including  "larceny  and  embezzlement"  as  defined in Section 37 of the
      Investment  Company Act of 1940,  committed  with the conscious  manifest
      intent  (1) to cause  the  Insured  to  sustain  a loss and (2) to obtain
      financial  benefit for the  perpetrator  or any other person  (other than
      salaries,  commissions,  fees, bonuses, awards, profit sharing,  pensions
      or other employee benefits).  A Dishonest or Fraudulent Act does not mean
      or include a reckless act, a negligent act, or a grossly negligent act.

   H. "ELECTRONIC  TRANSMISSION" means any transmission  effected by electronic
      means,  including but not limited to a transmission effected by telephone
      tones, Telefacsimile, wireless device, or over the Internet.

   I. "EMPLOYEE" means:
      (1)  each  officer,  director,   trustee,  partner  or  employee  of  the
           Insured, and

      (2)  each  officer,  director,   trustee,  partner  or  employee  of  any
           predecessor  of the  Insured  whose  principal  assets are  acquired
           by the Insured by  consolidation  or merger with, or purchase of
           assets or capital stock of, such predecessor, and

      (3)  each  attorney performing  legal  services  for the Insured and each
           employee of such attorney or of the law firm of such  attorney while
           performing services for the Insured, and

      (4)  each student who is an  authorized  intern of the  Insured, while in
           any of the Insured's offices,  and

      (5)  each officer, director, trustee, partner or employee of
        (a) an investment adviser,
        (b) an underwriter (distributor),
        (c) a transfer agent or shareholder accounting recordkeeper, or
        (d) an administrator  authorized by written agreement to keep financial
            and/or other required   records,

        for an Investment Company named as an Insured,  but only while (i) such
        officer,  partner or employee  is  performing  acts  coming  within the
        scope of the usual  duties of an officer or employee of an Insured,  or
        (ii) such officer, director,  trustee, partner or employee is acting as
        a member of any  committee  duly  elected  or  appointed  to examine or
        audit or have custody of or access to the  Property of the Insured,  or
        (iii)  such  director  or  trustee  (or  anyone  acting  in  a  similar
        capacity)  is  acting  outside  the  scope  of the  usual  duties  of a
        director  or  trustee;  provided,  that the term  "Employee"  shall not
        include  any  officer,  director,  trustee,  partner or  employee  of a
        transfer agent,  shareholder  accounting  recordkeeper or administrator
        (x) which is not an "affiliated  person" (as defined in Section 2(a) of
        the Investment  Company Act of 1940) of an Investment  Company named as
        Insured or of the adviser or  underwriter of such  Investment  Company,
        or (y) which is a "Bank" (as defined in Section 2(a) of the  Investment
        Company Act of 1940), and

    (6) each  individual  assigned,  by contract  or by any agency  furnishing
        temporary  personnel,  in either  case on a  contingent  or  part-time
        basis, to perform the usual duties of an employee in any office of the
        Insured, and

    (7) each individual assigned to perform the usual duties of an employee or
        officer of any entity authorized by written agreement with the Insured
        to perform  services as electronic  data  processor of checks or other
        accounting  records of the Insured,  but  excluding a processor  which
        acts as transfer agent or in any other agency capacity for the Insured
        in  issuing  checks,  drafts  or  securities,  unless  included  under
        subsection (5) hereof, and

    (8) each officer, partner or employee of
        (a) any Depository or Exchange,
        (b) any nominee in whose name is registered any Security included in
            the systems for the central handling of securities established and
            maintained by any Depository, and
        (c) any recognized service company which provides clerks or other
            personnel to any Depository or Exchange on a contract basis, while
            while such officer, partner or employee is performing services for
            any Depository in the operation of  systems for the central handling
             ofsecurities, and

     (9) in the case of an Insured which is an "employee benefit plan" (as
         defined in Section 3 of the Employee  Retirement Income Security Act of
         1974  ("ERISA"))  for  officers,  directors  or  employees  of  another
         Insured  ("In-House  Plan"),  any  "fiduciary" or other "plan official"
         (within  the meaning of Section  412 of ERISA) of such  In-House  Plan,
         provided  that such  fiduciary  or other plan  official  is a director,
         partner,  officer,  trustee or  employee  of an Insured  (other than an
         In-House Plan).

   Each  employer  of  temporary  personnel  and  each  entity  referred  to in
   subsections  (6)  and  (7)  and  their  respective  partners,  officers  and
   employees  shall  collectively  be  deemed  to be one  person  for  all  the
   purposes of this Bond.

   Brokers,  agents,  independent  contractors,  or representatives of the same
   general character shall not be considered  Employees,  except as provided in
   subsections (3), (6), and (7).

   J. "EXCHANGE" means any national  securities  exchange  registered under the
      Securities Exchange Act of 1934.

   K.  "FORGERY"  means  the  physical  signing  on a  document  of the name of
      another person  (whether real or fictitious)  with the intent to deceive.
      A  Forgery  may  be  by  means  of  mechanically   reproduced   facsimile
      signatures as well as  handwritten  signatures.  Forgery does not include
      the signing of an individual's own name,  regardless of such individual's
      authority, capacity or purpose.

   L.  "ITEMS OF DEPOSIT" means one or more checks or drafts.

   M.  "INVESTMENT  COMPANY" or "FUND" means an investment  company  registered
      under the Investment Company Act of 1940.

   N. "LIMIT OF LIABILITY" means, with respect to any Insuring  Agreement,  the
      limit of  liability  of the  Underwriter  for any Single Loss  covered by
      such  Insuring  Agreement  as set  forth  under  the  heading  "Limit  of
      Liability"  in  Item  3 of the  Declarations  or in any  Rider  for  such
      Insuring Agreement.

   O. "MYSTERIOUS  DISAPPEARANCE"  means any  disappearance  of Property which,
      after a reasonable investigation has been conducted, cannot be explained.

   P. "NON-FUND" means any corporation,  business trust, partnership,  trust or
      other entity which is not an Investment Company.

   Q. "PHONE/ELECTRONIC   TRANSACTION   SECURITY   PROCEDURES"  means  security
      procedures for  Phone/Electronic  Transactions  as provided in writing to
      the Underwriter.

   R. "PHONE/ELECTRONIC  TRANSACTION" means any (1) redemption of shares issued
      by an  Investment  Company,  (2)  election  concerning  dividend  options
      available  to Fund  shareholders,  (3) exchange of shares in a registered
      account of one Fund into shares in an identically  registered  account of
      another Fund in the same complex  pursuant to exchange  privileges of the
      two Funds,  or (4) purchase of shares  issued by an  Investment  Company,
      which  redemption,  election,  exchange or purchase is requested by voice
      over the telephone or through an Electronic Transmission.

   S. "PROPERTY"  means  the  following  tangible  items:  money,  postage  and
      revenue  stamps,   precious  metals,   Securities,   bills  of  exchange,
      acceptances,  checks,  drafts,  or other written  orders or directions to
      pay sums  certain in money,  certificates  of deposit,  due bills,  money
      orders,  letters  of credit,  financial  futures  contracts,  conditional
      sales  contracts,   abstracts  of  title,   insurance  policies,   deeds,
      mortgages,  and  assignments of any of the foregoing,  and other valuable
      papers,  including books of account and other records used by the Insured
      in the conduct of its business,  and all other instruments  similar to or
      in the  nature  of the  foregoing  (but  excluding  all  data  processing
      records),  in which the  Insured  has an interest or in which the Insured
      acquired   or  should   have   acquired   an  interest  by  reason  of  a
      predecessor's  declared financial  condition at the time of the Insured's
      consolidation  or merger with,  or purchase of the  principal  assets of,
      such  predecessor  or which are held by the Insured for any purpose or in
      any capacity.

   T. "SECURITIES"  means original  negotiable or non-negotiable  agreements or
      instruments which represent an equitable or legal interest,  ownership or
      debt  (including  stock  certificates,   bonds,   promissory  notes,  and
      assignments  thereof),  which are in the ordinary  course of business and
      transferable  by  physical  delivery  with  appropriate   endorsement  or
      assignment.   "Securities"   does  not   include   bills   of   exchange,
      acceptances,  certificates of deposit,  checks,  drafts, or other written
      orders or  directions  to pay sums  certain in money,  due  bills,  money
      orders, or letters of credit.

   U. "SECURITY  COMPANY" means an entity which provides or purports to provide
      the   transport  of  Property  by  secure   means,   including,   without
      limitation, by use of armored vehicles or guards.

   V. "SELF  REGULATORY  ORGANIZATION"  means  any  association  of  investment
      advisers or securities  dealers  registered under the federal  securities
      laws, or any Exchange.

   W.  "SHAREHOLDER  OF RECORD"  means the record owner of shares  issued by an
      Investment  Company or, in the case of joint  ownership  of such  shares,
      all record owners, as designated (1) in the initial account  application,
      or (2) in writing accompanied by a signature  guarantee,  or (3) pursuant
      to procedures as set forth in the Application.

   X. "SINGLE LOSS" means:
      (1) all loss resulting from any one actual or attempted  Theft  committed
        by one person, or
      (2) all loss  caused by any one act  (other  than a Theft or a  Dishonest
        or Fraudulent Act) committed by one person, or
      (3) all loss caused by  Dishonest  or  Fraudulent  Acts  committed by one
        person, or
      (4) all expenses  incurred with respect to any one audit or  examination,
        or
      (5) all loss  caused by any one  occurrence  or event  other  than  those
        specified in subsections (1) through (4) above.

     All acts or omissions of one or more persons which  directly or indirectly
     aid or, by failure to report or otherwise,  permit the  continuation of an
     act referred to in  subsections  (1) through (3) above of any other person
     shall be deemed to be the acts of such other  person for  purposes of this
     subsection.

     All acts or  occurrences  or events which have as a common nexus any fact,
     circumstance,  situation,  transaction or series of facts,  circumstances,
     situations,   or  transactions   shall  be  deemed  to  be  one  act,  one
     occurrence, or one event.

   Y. "TELEFACSIMILE"  means a system of  transmitting  and  reproducing  fixed
      graphic  material  (as,  for  example,  printing)  by  means  of  signals
      transmitted over telephone lines or over the Internet.

   Z. "THEFT" means  robbery,  burglary or hold-up,  occurring  with or without
      violence or the threat of  violence.




SECTION 2.  EXCLUSIONS

THIS BOND DOES NOT COVER:

   A. Loss  resulting  from (1)  riot or civil  commotion  outside  the  United
      States of  America  and  Canada,  or (2) war,  revolution,  insurrection,
      action by armed forces, or usurped power,  wherever occurring;  except if
      such  loss  occurs  in  transit,  is  otherwise  covered  under  Insuring
      Agreement  D, and when such  transit  was  initiated,  the Insured or any
      person  initiating such transit on the Insured's  behalf had no knowledge
      of such riot, civil commotion, war, revolution,  insurrection,  action by
      armed forces, or usurped power.

B.    Loss in time of peace or war resulting from nuclear  fission or fusion or
      radioactivity,  or  biological  or chemical  agents or hazards,  or fire,
      smoke, or explosion, or the effects of any of the foregoing.

   C. Loss  resulting  from any  Dishonest or  Fraudulent  Act committed by any
      person  while  acting  in  the  capacity  of a  member  of the  Board  of
      Directors or any equivalent body of the Insured or of any other entity.

   D. Loss  resulting  from  any  nonpayment  or other  default  of any loan or
      similar  transaction  made  by  the  Insured  or  any  of  its  partners,
      directors,  officers or employees,  whether or not authorized and whether
      procured in good faith or through a Dishonest or Fraudulent  Act,  unless
      such loss is otherwise covered under Insuring Agreement A, E or F.

   E. Loss  resulting  from any  violation by the Insured or by any Employee of
      any law, or any rule or regulation  pursuant thereto or adopted by a Self
      Regulatory  Organization,  regulating  the issuance,  purchase or sale of
      securities,  securities  transactions upon security exchanges or over the
      counter markets,  Investment  Companies,  or investment advisers,  unless
      such loss,  in the  absence  of such law,  rule or  regulation,  would be
      covered under Insuring Agreement A, E or F.

   F. Loss of Property  while in the custody of any  Security  Company,  unless
      such loss is  covered  under  this  Bond and is in  excess of the  amount
      recovered  or received by the Insured  under (1) the  Insured's  contract
      with such  Security  Company,  and (2) insurance or indemnity of any kind
      carried  by such  Security  Company  for the  benefit  of,  or  otherwise
      available  to, users of its service,  in which case this Bond shall cover
      only such  excess,  subject  to the  applicable  Limit of  Liability  and
      Deductible Amount.

   G. Potential  income,  including but not limited to interest and  dividends,
      not realized by the Insured  because of a loss  covered  under this Bond,
      except when covered under Insuring Agreement H.

   H. Loss in the form of (1)  damages  of any type for  which the  Insured  is
      legally liable,  except direct compensatory damages, or (2) taxes, fines,
      or penalties,  including without  limitation  two-thirds of treble damage
      awards pursuant to judgments under any statute or regulation.

   I. Loss  resulting from the surrender of Property away from an office of the
      Insured as a result of a threat
      (1)  to do bodily harm to any person,  except loss of Property in transit
        in the  custody  of any  person  acting as  messenger  as a result of a
        threat  to do  bodily  harm  to  such  person,  if the  Insured  had no
        knowledge of such threat at the time such transit was initiated, or
      (2)  to do damage to the  premises  or Property  of the  Insured,  unless
        such loss is otherwise covered under Insuring Agreement A.

   J. All  costs,   fees  and  other  expenses   incurred  by  the  Insured  in
      establishing  the existence of or amount of loss covered under this Bond,
      except to the extent  certain audit  expenses are covered under  Insuring
      Agreement B.

   K. Loss  resulting  from payments made to or  withdrawals  from any account,
      involving funds  erroneously  credited to such account,  unless such loss
      is otherwise covered under Insuring Agreement A.

   L. Loss resulting from  uncollectible  Items of Deposit which are drawn upon
      a  financial  institution  outside  the  United  States of  America,  its
      territories and possessions, or Canada.

   M. Loss resulting  from the Dishonest or Fraudulent  Acts,  Theft,  or other
      acts or omissions of an Employee  primarily engaged in the sale of shares
      issued  by an  Investment  Company  to  persons  other  than (1) a person
      registered as a broker under the  Securities  Exchange Act of 1934 or (2)
      an "accredited  investor" as defined in Rule 501(a) of Regulation D under
      the Securities Act of 1933, which is not an individual.

    N.     Loss  resulting  from  the use of  credit,  debit,  charge,  access,
      convenience,  identification,  cash  management  or other cards,  whether
      such cards were  issued or purport to have been  issued by the Insured or
      by anyone else,  unless such loss is  otherwise  covered  under  Insuring
      Agreement A.

   O. Loss  resulting  from any purchase,  redemption or exchange of securities
      issued  by  an  Investment  Company  or  other  Insured,   or  any  other
      instruction,  request,  acknowledgement,  notice or transaction involving
      securities  issued  by an  Investment  Company  or other  Insured  or the
      dividends in respect  thereof,  when any of the  foregoing is  requested,
      authorized  or directed  or  purported  to be  requested,  authorized  or
      directed  by voice  over the  telephone  or by  Electronic  Transmission,
      unless  such loss is  otherwise  covered  under  Insuring  Agreement A or
      Insuring Agreement I.

   P. Loss resulting  from any Dishonest or Fraudulent  Act or Theft  committed
      by an Employee as defined in Section  1.I(2),  unless such loss (1) could
      not have been  reasonably  discovered by the due diligence of the Insured
      at or prior to the  time of  acquisition  by the  Insured  of the  assets
      acquired  from a  predecessor,  and (2) arose  out of a lawsuit  or valid
      claim  brought  against  the  Insured by a person  unaffiliated  with the
      Insured or with any person affiliated with the Insured.

   Q. Loss resulting from the unauthorized  entry of data into, or the deletion
      or  destruction  of data in, or the change of data  elements  or programs
      within, any Computer System,  unless such loss is otherwise covered under
      Insuring Agreement A.









SECTION 3.  ASSIGNMENT OF RIGHTS

   Upon payment to the Insured  hereunder for any loss, the  Underwriter  shall
   be subrogated  to the extent of such payment to all of the Insured's  rights
   and  claims  in  connection  with such  loss;  provided,  however,  that the
   Underwriter  shall not be  subrogated to any such rights or claims one named
   Insured  under this Bond may have against  another  named Insured under this
   Bond.  At the  request of the  Underwriter,  the Insured  shall  execute all
   assignments or other  documents and take such action as the  Underwriter may
   deem  necessary  or  desirable to secure and perfect such rights and claims,
   including the execution of documents  necessary to enable the Underwriter to
   bring suit in the name of the Insured.

   Assignment  of any  rights or  claims  under  this  Bond  shall not bind the
   Underwriter without the Underwriter's written consent.

SECTION 4.  LOSS--NOTICE--PROOF--LEGAL PROCEEDINGS

   This  Bond  is for  the  use  and  benefit  only  of  the  Insured  and  the
   Underwriter  shall  not be liable  hereunder  for loss  sustained  by anyone
   other than the Insured,  except that if the Insured includes such other loss
   in  the  Insured's  proof  of  loss,  the  Underwriter  shall  consider  its
   liability  therefor.  As soon as  practicable  and not more than  sixty (60)
   days after discovery of any loss covered  hereunder,  the Insured shall give
   the  Underwriter  written  notice  thereof and, as soon as  practicable  and
   within one year after such discovery,  shall also furnish to the Underwriter
   affirmative  proof  of loss  with  full  particulars.  The  Underwriter  may
   extend the sixty day notice  period or the one year proof of loss  period if
   the Insured requests an extension and shows good cause therefor.

   See also General Agreement C (Court Costs and Attorneys' Fees).

   The Underwriter  shall not be liable hereunder for loss of Securities unless
   each of the  Securities is identified in such proof of loss by a certificate
   or bond  number  or by such  identification  means  as the  Underwriter  may
   require.  The Underwriter  shall have a reasonable period after receipt of a
   proper  affirmative proof of loss within which to investigate the claim, but
   where  the loss is of  Securities  and is clear and  undisputed,  settlement
   shall be made  within  forty-eight  (48)  hours  even if the  loss  involves
   Securities of which duplicates may be obtained.

   The Insured shall not bring legal  proceedings  against the  Underwriter  to
   recover any loss hereunder  prior to sixty (60) days after filing such proof
   of loss or  subsequent  to  twenty-four  (24) months after the  discovery of
   such loss or, in the case of a legal  proceeding  to  recover  hereunder  on
   account of any  judgment  against the Insured in or  settlement  of any suit
   mentioned  in General  Agreement C or to recover  court costs or  attorneys'
   fees paid in any such suit,  twenty-four  (24) months  after the date of the
   final  judgment in or  settlement  of such suit.  If any  limitation in this
   Bond is prohibited by any applicable  law, such  limitation  shall be deemed
   to be amended to be equal to the minimum  period of limitation  permitted by
   such law.

   Notice hereunder shall be given to Manager,  Professional  Liability Claims,
   ICI Mutual Insurance Company, P.O. Box 730, Burlington, Vermont 05402-0730.




SECTION 5.  DISCOVERY

   For all purposes under this Bond, a loss is  discovered,  and discovery of a
   loss occurs, when the Insured
   (1)  becomes aware of facts, or
   (2)  receives  notice of an actual or potential  claim by a third party which
        alleges that the Insured is liable under circumstances,
   which would cause a  reasonable  person to assume that loss  covered by this
   Bond has been or is likely to be incurred  even  though the exact  amount or
   details of loss may not be known.

SECTION 6.  VALUATION OF PROPERTY

   For the purpose of determining the amount of any loss  hereunder,  the value
   of any Property  shall be the market value of such  Property at the close of
   business  on the first  business  day  before  the  discovery  of such loss;
   except that
   (1) the value of any Property  replaced by the Insured  prior to the payment
       of a claim therefor shall be the actual market value of such Property at
       the time of replacement,  but not in excess of the market  value of such
       Property on the first business  day before the  discovery of the loss of
       such Property;

   (2) the  value  of   Securities   which  must  be   produced   to  exercise
       subscription, conversion,  redemption or deposit privileges shall be the
       market value of such privileges  immediately  preceding  the  expiration
       thereof if the loss of such  Securities is not  discovered  until  after
       such  expiration, but if  there  is no  quoted  or  other  ascertainable
       market price for such Property or privileges  referred to in clauses (1)
       and (2),  their value shall be fixed by agreement between the parties or
       by  arbitration  before an  arbitrator or arbitrators  acceptable to the
       parties; and

   (3) the value of books of accounts or other  records  used by the Insured in
       the conduct of its business shall be limited to the actual cost of blank
       books, blank  pages or other  materials  if the  books  or  records  are
       reproduced  plus the cost of labor for the  transcription or  copying of
       data furnished by the Insured for reproduction.

SECTION 7.  LOST SECURITIES

   The maximum  liability  of the  Underwriter  hereunder  for lost  Securities
   shall be the payment  for, or  replacement  of,  such  Securities  having an
   aggregate  value not to exceed the  applicable  Limit of  Liability.  If the
   Underwriter  shall make  payment to the Insured for any loss of  securities,
   the Insured  shall assign to the  Underwriter  all of the  Insured's  right,
   title and interest in and to such Securities.  In lieu of such payment,  the
   Underwriter may, at its option,  replace such lost  Securities,  and in such
   case the Insured shall cooperate to effect such  replacement.  To effect the
   replacement of lost  Securities,  the  Underwriter  may issue or arrange for
   the  issuance of a lost  instrument  bond.  If the value of such  Securities
   does  not  exceed  the  applicable  Deductible  Amount  (at the  time of the
   discovery of the loss),  the Insured will pay the usual premium  charged for
   the lost  instrument bond and will indemnify the issuer of such bond against
   all loss and  expense  that it may sustain  because of the  issuance of such
   bond.

   If the value of such  Securities  exceeds the applicable  Deductible  Amount
   (at the time of  discovery  of the loss),  the Insured will pay a proportion
   of the usual  premium  charged for the lost  instrument  bond,  equal to the
   percentage that the applicable  Deductible Amount bears to the value of such
   Securities  upon  discovery of the loss,  and will  indemnify  the issuer of
   such bond against all loss and expense that

   is not  recovered  from the  Underwriter  under the terms and  conditions of
   this Bond, subject to the applicable Limit of Liability.

SECTION 8.  SALVAGE

   If any  recovery  is made,  whether by the  Insured or the  Underwriter,  on
   account of any loss within the applicable Limit of Liability hereunder,  the
   Underwriter  shall  be  entitled  to the full  amount  of such  recovery  to
   reimburse the  Underwriter  for all amounts paid  hereunder  with respect to
   such  loss.  If  any  recovery  is  made,  whether  by  the  Insured  or the
   Underwriter,  on  account of any loss in excess of the  applicable  Limit of
   Liability  hereunder plus the Deductible Amount applicable to such loss from
   any source  other  than  suretyship,  insurance,  reinsurance,  security  or
   indemnity  taken by or for the  benefit  of the  Underwriter,  the amount of
   such  recovery,  net of the actual costs and expenses of recovery,  shall be
   applied to  reimburse  the  Insured in full for the  portion of such loss in
   excess of such Limit of Liability,  and the remainder, if any, shall be paid
   first to  reimburse  the  Underwriter  for all amounts paid  hereunder  with
   respect to such loss and then to the  Insured  to the extent of the  portion
   of such loss within the  Deductible  Amount.  The Insured  shall execute all
   documents  which the  Underwriter  deems necessary or desirable to secure to
   the Underwriter the rights provided for herein.

SECTION 9. NON-REDUCTION AND NON-ACCUMULATION OF LIABILITY AND TOTAL LIABILITY

   Prior to its termination,  this Bond shall continue in force up to the Limit
   of   Liability   for  each   Insuring   Agreement   for  each  Single  Loss,
   notwithstanding  any  previous  loss (other than such Single Loss) for which
   the  Underwriter  may have  paid or be liable  to pay  hereunder;  PROVIDED,
   however,  that regardless of the number of years this Bond shall continue in
   force  and the  number of  premiums  which  shall be  payable  or paid,  the
   liability  of the  Underwriter  under  this Bond with  respect to any Single
   Loss shall be limited to the applicable  Limit of Liability  irrespective of
   the total amount of such Single Loss and shall not be  cumulative in amounts
   from year to year or from period to period.

SECTION 10.  MAXIMUM LIABILITY OF UNDERWRITER; OTHER BONDS OR POLICIES

   The maximum  liability of the Underwriter for any Single Loss covered by any
   Insuring  Agreement  under  this  Bond  shall  be  the  Limit  of  Liability
   applicable to such Insuring Agreement,  subject to the applicable Deductible
   Amount and the other  provisions of this Bond.  Recovery for any Single Loss
   may not be made under more than one Insuring  Agreement.  If any Single Loss
   covered  under this Bond is  recoverable  or  recovered  in whole or in part
   because of an unexpired  discovery  period under any other bonds or policies
   issued by the  Underwriter to the Insured or to any  predecessor in interest
   of the  Insured,  the  maximum  liability  of the  Underwriter  shall be the
   greater of either (1) the applicable  Limit of Liability under this Bond, or
   (2) the  maximum  liability  of the  Underwriter  under such other  bonds or
   policies.

SECTION 11.  OTHER INSURANCE

   Notwithstanding  anything to the  contrary  herein,  if any loss  covered by
   this Bond shall also be covered by other  insurance  or  suretyship  for the
   benefit of the Insured,  the Underwriter  shall be liable hereunder only for
   the  portion  of such loss in excess of the  amount  recoverable  under such
   other  insurance or suretyship,  but not exceeding the  applicable  Limit of
   Liability of this Bond.



SECTION 12.  DEDUCTIBLE AMOUNT

   The Underwriter shall not be liable under any Insuring  Agreement unless the
   amount of the loss covered  thereunder,  after  deducting  the net amount of
   all  reimbursement  and/or recovery  received by the Insured with respect to
   such loss (other than from any other bond,  suretyship  or insurance  policy
   or as an advance by the Underwriter  hereunder)  shall exceed the applicable
   Deductible  Amount;  in such case the  Underwriter  shall be liable only for
   such excess,  subject to the  applicable  Limit of  Liability  and the other
   terms of this Bond.

   No  Deductible  Amount  shall  apply  to any  loss  covered  under  Insuring
   Agreement A sustained by any Investment Company named as an Insured.

SECTION 13.  TERMINATION

   The  Underwriter  may terminate  this Bond as to any Insured or all Insureds
   only by written  notice to such  Insured or  Insureds  and,  if this Bond is
   terminated as to any Investment  Company,  to each such  Investment  Company
   terminated   thereby  and  to  the  Securities   and  Exchange   Commission,
   Washington,  D.C.,  in all cases not less than  sixty (60) days prior to the
   effective date of termination specified in such notice.

   The  Insured  may  terminate  this  Bond  only  by  written  notice  to  the
   Underwriter  not less than sixty (60) days  prior to the  effective  date of
   the  termination  specified in such notice.  Notwithstanding  the foregoing,
   when the Insured  terminates  this Bond as to any  Investment  Company,  the
   effective  date of  termination  shall be not less than sixty (60) days from
   the date the Underwriter  provides written notice of the termination to each
   such  Investment  Company  terminated  thereby  and  to the  Securities  and
   Exchange Commission, Washington, D.C.

   This Bond will  terminate as to any Insured  that is a Non-Fund  immediately
   and without notice upon (1) the takeover of such  Insured's  business by any
   State or Federal  official or agency,  or by any receiver or liquidator,  or
   (2) the filing of a petition under any State or Federal statute  relative to
   bankruptcy or reorganization  of the Insured,  or assignment for the benefit
   of creditors of the Insured.

   Premiums  are  earned  until  the  effective   date  of   termination.   The
   Underwriter  shall  refund the unearned  premium  computed at short rates in
   accordance with the Underwriter's  standard short rate  cancellation  tables
   if this  Bond is  terminated  by the  Insured  or pro  rata if this  Bond is
   terminated by the Underwriter.

   Upon the  detection  by any  Insured  that an  Employee  has  committed  any
   Dishonest  or  Fraudulent  Act(s) or Theft,  the Insured  shall  immediately
   remove such  Employee from a position that may enable such Employee to cause
   the  Insured  to suffer a loss by any  subsequent  Dishonest  or  Fraudulent
   Act(s)  or  Theft.  The  Insured,  within  two  (2)  business  days  of such
   detection,  shall notify the Underwriter with full and complete  particulars
   of the detected Dishonest or Fraudulent Act(s) or Theft.

   For purposes of this section,  detection  occurs when any partner,  officer,
   or  supervisory  employee of any Insured,  who is not in collusion with such
   Employee,  becomes  aware that the Employee has  committed  any Dishonest or
   Fraudulent Act(s) or Theft.

   This Bond shall  terminate  as to any  Employee  by written  notice from the
   Underwriter  to each  Insured  and,  if such  Employee  is an Employee of an
   Insured Investment  Company, to the Securities and Exchange  Commission,  in
   all cases not less than  sixty  (60)  days  prior to the  effective  date of
   termination specified in such notice.

SECTION 14.  RIGHTS AFTER TERMINATION

   At any time prior to the effective  date of  termination  of this Bond as to
   any Insured,  such Insured may, by written notice to the Underwriter,  elect
   to  purchase  the right  under this Bond to an  additional  period of twelve
   (12) months  within which to discover  loss  sustained by such Insured prior
   to the  effective  date of such  termination  and  shall  pay an  additional
   premium therefor as the Underwriter may require.

   Such additional  discovery  period shall  terminate  immediately and without
   notice upon the takeover of such Insured's  business by any State or Federal
   official or agency,  or by any receiver or  liquidator.  Promptly after such
   termination  the  Underwriter  shall  refund  to the  Insured  any  unearned
   premium.

   The right to purchase such additional  discovery period may not be exercised
   by  any  State  or  Federal  official  or  agency,  or by  any  receiver  or
   liquidator, acting or appointed to take over the Insured's business.

SECTION 15.  CENTRAL HANDLING OF SECURITIES

   The Underwriter  shall not be liable for loss in connection with the central
   handling of securities within the systems  established and maintained by any
   Depository  ("Systems"),  unless the amount of such loss  exceeds the amount
   recoverable  or  recovered  under any bond or policy or  participants'  fund
   insuring the Depository against such loss (the "Depository's  Recovery"); in
   such case the Underwriter  shall be liable  hereunder only for the Insured's
   share of such excess loss,  subject to the  applicable  Limit of  Liability,
   the Deductible Amount and the other terms of this Bond.

   For  determining  the Insured's  share of such excess loss,  (1) the Insured
   shall be deemed to have an  interest  in any  certificate  representing  any
   security included within the Systems  equivalent to the interest the Insured
   then has in all certificates  representing the same security included within
   the  Systems;   (2)  the  Depository   shall  have   reasonably  and  fairly
   apportioned the Depository's  Recovery among all those having an interest as
   recorded by  appropriate  entries in the books and records of the Depository
   in Property  involved in such loss, so that each such  interest  shall share
   in the  Depository's  Recovery  in the  ratio  that the  value of each  such
   interest  bears  to the  total  value  of all  such  interests;  and (3) the
   Insured's  share of such  excess  loss shall be the amount of the  Insured's
   interest in such Property in excess of the amount(s) so  apportioned  to the
   Insured by the Depository.

   This Bond does not afford  coverage in favor of any  Depository  or Exchange
   or any nominee in whose name is registered any security  included within the
   Systems.

SECTION 16.  ADDITIONAL COMPANIES INCLUDED AS INSURED

   If more than one entity is named as the Insured:

   A. the total  liability of the  Underwriter  hereunder  for each Single Loss
      shall not exceed the Limit of  Liability  which  would be  applicable  if
      there were only one named  Insured,  regardless  of the number of Insured
      entities which sustain loss as a result of such Single Loss,

   B. the  Insured  first named in Item 1 of the  Declarations  shall be deemed
      authorized to make,  adjust,  and settle, and receive and enforce payment
      of, all claims  hereunder  as the agent of each  other  Insured  for such
      purposes  and for the  giving or  receiving  of any  notice  required  or
      permitted to be given  hereunder;  provided,  that the Underwriter  shall
      promptly  furnish each named Insured  Investment  Company with (1) a copy
      of  this  Bond  and any  amendments  thereto,  (2) a copy of each  formal
      filing of a claim  hereunder by any other Insured,  and (3)  notification
      of the terms of the  settlement of each such claim prior to the execution
      of such settlement,

   C. the  Underwriter  shall not be  responsible or have any liability for the
      proper  application  by  the  Insured  first  named  in  Item  1  of  the
      Declarations of any payment made hereunder to the first named Insured,

   D. for the purposes of Sections 4 and 13,  knowledge  possessed or discovery
      made by any  partner,  officer or  supervisory  Employee  of any  Insured
      shall constitute knowledge or discovery by every named Insured,

   E. if the first  named  Insured  ceases for any  reason to be covered  under
      this Bond, then the Insured next named shall  thereafter be considered as
      the first named Insured for the purposes of this Bond, and

   F. each named  Insured  shall  constitute  "the Insured" for all purposes of
      this Bond.

SECTION 17.  NOTICE AND CHANGE OF CONTROL

   Within  thirty  (30) days  after  learning  that  there has been a change in
   control of an Insured by transfer of its outstanding  voting  securities the
   Insured shall give written notice to the Underwriter of:

   A. the  names  of the  transferors  and  transferees  (or the  names  of the
      beneficial  owners if the voting  securities  are  registered  in another
      name), and

   B. the total number of voting  securities  owned by the  transferors and the
      transferees  (or the  beneficial  owners),  both  immediately  before and
      after the transfer, and

   C. the total number of outstanding voting securities.

   As  used  in  this  Section,   "control"  means  the  power  to  exercise  a
   controlling influence over the management or policies of the Insured.

SECTION 18.  CHANGE OR MODIFICATION

   This Bond may only be modified by written  Rider  forming a part hereof over
   the  signature of the  Underwriter's  authorized  representative.  Any Rider
   which modifies the coverage provided by Insuring  Agreement A, Fidelity,  in
   a manner  which  adversely  affects  the  rights  of an  Insured  Investment
   Company shall not become  effective until at least sixty (60) days after the
   Underwriter  has given written notice thereof to the Securities and Exchange
   Commission,  Washington,  D.C.,  and  to  each  Insured  Investment  Company
   affected thereby.

IN WITNESS  WHEREOF,  the  Underwriter  has caused  this Bond to be executed on
the Declarations Page.

                         ICI MUTUAL INSURANCE COMPANY

                        INVESTMENT COMPANY BLANKET BOND

                                  RIDER NO. 1


- -------------------------------------------------------------------------------
INSURED                                                  BOND NUMBER

FRANKLIN RESOURCES, INC.                                 87170108B
- -------------------------------------------------------------------------------
EFFECTIVE DATE                 BOND PERIOD               AUTHORIZED
REPRESENTATIVE

JUNE 30, 2008          JUNE 30, 2008 TO JUNE 30, 2009    /s/ CATHERINE DALTON
===============================================================================

In   consideration  of  the  premium  charged  for  this  Bond,  it  is  hereby
understood  and  agreed  that the  following  entities  shall be  deemed  to be
Insureds  named in Item 1 of the  Declarations:  (1) any  subsidiary  more than
55% owned  (directly or  indirectly) by Franklin  Resources,  Inc., and (2) any
Investment   Company   advised,   distributed,   or  administered  by  Franklin
Resources,  Inc. or any of its wholly-owned  subsidiaries  (individually and/or
collectively  referred to as "Franklin"),  whether such  Investment  Company is
considered  active,  inactive,  or  dissolved,  PROVIDED,  IN EACH  CASE,  that
Franklin has  responsibility  for placing fidelity bond insurance  coverage for
such subsidiary or Investment Company.

It is further  understood  and agreed that the term  "Investment  Company,"  as
used in this  rider,  shall  include  any  investment  company,  whether or not
registered   under  the   Investment   Company   Act  of  1940,   except   that
non-registered  investment  companies  shall  not  be  insured  under  Insuring
Agreement  A,  "Fidelity,"  with  respect to $190  million part of the Limit of
Liability set forth in Item 3 of this Bond.

It is  further  understood  and agreed  that  notwithstanding  anything  to the
contrary  above,  none of the following  shall be deemed to be, or be otherwise
included as,  Insureds for purposes of Item 1 of the  Declarations or otherwise
under  this  Bond:  any  real  estate  investment  trust,  property  management
subsidiary,  or banking subsidiary  (including,  without  limitation,  Franklin
Templeton   Bank  &  Trust,   F.S.B.,   Franklin  Bank  and  Franklin   Capital
Corporation).

Except  as  above  stated,  nothing  herein  shall be held to  alter,  waive or
extend any of the terms of this Bond.

                         ICI MUTUAL INSURANCE COMPANY

                        INVESTMENT COMPANY BLANKET BOND

                                  RIDER NO. 2


- -------------------------------------------------------------------------------
INSURED                                                  BOND NUMBER

FRANKLIN RESOURCES, INC.                                 87170108B
- -------------------------------------------------------------------------------
EFFECTIVE DATE                 BOND PERIOD            AUTHORIZED REPRESENTATIVE

JUNE 30, 2008       JUNE 30, 2008 TO JUNE 30, 2009    /s/ CATHERINE DALTON
===============================================================================

In   consideration  of  the  premium  charged  for  this  Bond,  it  is  hereby
understood  and agreed that this Bond does not cover loss  resulting from or in
connection  with any business,  activities,  or acts or omissions of (including
services  rendered by) any Insured  which is NOT an Insured  Fund  ("Non-Fund")
or any Employee of a Non-Fund,  EXCEPT loss,  otherwise covered by the terms of
this Bond,  resulting from or in connection with  professional  services within
the  scope  of the  Non-Fund's  general  business  activities  rendered  by the
Non-Fund to any client of the Non-Fund.

Except  as  above  stated,  nothing  herein  shall be held to  alter,  waive or
extend any of the terms of this Bond.


                            ICI MUTUAL INSURANCE COMPANY

                        INVESTMENT COMPANY BLANKET BOND

                                  RIDER NO. 3


- -------------------------------------------------------------------------------
INSURED                                                  BOND NUMBER

FRANKLIN RESOURCES, INC.                                 87170108B
- -------------------------------------------------------------------------------
EFFECTIVE DATE                 BOND PERIOD            AUTHORIZED REPRESENTATIVE

JUNE 30, 2008         JUNE 30, 2008 TO JUNE 30, 2009    /s/ CATHERINE DALTON
===============================================================================

In   consideration  of  the  premium  charged  for  this  Bond,  it  is  hereby
understood  and agreed that this Bond (other than Insuring  Agreements C and D)
does  not  cover  loss  resulting  from or in  connection  with  any  business,
activities,  acts or  omissions  of any Insured or any  Employee of any Insured
where  such  loss is  based  upon,  arises  out of or in any way  involves  the
provision  of  services  to any Plan,  EXCEPT  loss,  otherwise  covered by the
terms of this Bond, resulting from, or in connection with the business of:

(a)   the  provision  of  Investment  Advisory  Services  by an  Insured to any
      In-House Plan; or

(b)   the  provision of  Administrative  Services by an Insured to any In-House
      Plan;

(c)   the provision of Investment  Advisory Services by an Insured  ("Adviser")
      to any Third Party Plan that is a client of the Adviser; or

(d)   the  provision  of  Administrative  Services  by an  Insured to any Third
      Party Plan that is a client of the Insured.

It is  further  understood  and agreed  that  Insuring  Agreements  C and D only
cover loss of Property  which an Insured uses or holds,  or in which the Insured
has an interest, in each case in connection with (a), (b), (c) or (d) above.

It is further  understood and agreed that  notwithstanding  the foregoing,  this
Bond  (other than  Insuring  Agreements  C and D) does not cover loss  resulting
from or in connection  with,  and Insuring  Agreements C and D do not cover loss
of Property which an Insured uses or holds,  or in which it has an interest,  in
each case in connection with:

(1)   the  discretionary  voting  by or on  behalf  of any  Plan of  Designated
      Securities owned or held by such Plan,  UNLESS,  in the case of a vote by
      or on behalf of the Plan,  such vote was  pursuant to the  direction of a
      majority of trustees of such Plan who were not then Interested Trustees;

(2)   custodial  services  for the  safekeeping  and custody of  securities  or
      other property;

(3)   liability  of an  Insured  arising  from its  status as the  employer  of
      employees  covered  by a  Plan  (including  liability  arising  from  the
      Insured's failure to collect contributions or to pay benefits); or

(4)   in the case of an  Insured  acting or  purporting  to act as a trustee or
      "directed  trustee"  for any  Third  Party  Plan,  any  liability  of the
      Insured arising from its actual or alleged status as a fiduciary  (within
      the meaning of the Employee  Retirement  Security Act of 1974, as amended
      ("ERISA"))  to any  such  Third  Party  Plan  or its  actual  or  alleged
      violation  of Section  502(a)(3)  of ERISA,  except that this subpart (4)
      shall  not  preclude  indemnification  for  associated  court  costs  and
      attorneys'  fees for which coverage is otherwise  available under General
      Agreement C of this Bond.

It is further understood and agreed that for purposes of this rider:

(1)   "Administrative Services" shall mean administrative services,  including,
      without  limitation,  voting  securities  which are Plan assets,  causing
      Plan assets to be invested as directed in accordance  with the Plan,  and
      maintaining   records  and   preparing   reports  with  respect  to  Plan
      contributions, participant accounts and investments.

(2)   "Affiliated  Entity"  means any  entity  controlling,  controlled  by, or
      under common control with an Insured.

(3)   "Designated  Securities" means securities issued by an Insured, or by any
      Affiliated  Entity,  or  by  any  Fund  to  which  such  Insured  or  any
      Affiliated Entity provides any services.

(4)   "Interested  Trustee"  means  any  trustee  of a Plan  who is also (a) an
      officer,  director,  trustee,  partner  or  employee  of,  or  who  owns,
      controls,  or holds  power to vote 5% or more of the  outstanding  voting
      securities  of,  (i) any  Insured  (other  than such  Plan),  or (ii) any
      Affiliated  Entity,  or  (iii)  any  Fund to which  such  Insured  or any
      Affiliated  Entity  provides  any  services,  or  (b)  an  Insured  or an
      Affiliated Entity.

(5)   "Investment  Advisory  Services"  means (a)  advice  with  respect to the
      desirability of investing in,  purchasing or selling  securities or other
      property,  including  the power to  determine  what  securities  or other
      property  shall be purchased or sold, but NOT including  furnishing  ONLY
      statistical and other factual  information  (such as economic factors and
      trends);  and (b) the  provision  of  financial,  economic or  investment
      management  services,  but only if  ancillary  and  related to the advice
      referred to in clause (a) above.

(6)   "Plan" means any  retirement  or employee  benefit  plan,  including  any
      trust relating thereto.

(7)   "In-House  Plan" means any Plan for  employees of an Insured,  or for any
      Affiliated  Entity,  but always excluding employee stock ownership plans,
      stock bonus plans, and any trusts relating thereto

(8)   "Third  Party  Plan"  means any Plan for  employees  of an entity that is
      neither an Insured nor an Affiliated Entity.

Except  as  above  stated,  nothing  herein  shall be held to  alter,  waive or
extend any of the terms of this Bond.

                         ICI MUTUAL INSURANCE COMPANY

                        INVESTMENT COMPANY BLANKET BOND

                                  RIDER NO. 4


- -------------------------------------------------------------------------------
INSURED                                                  BOND NUMBER

FRANKLIN RESOURCES, INC.                                 87170108B
- -------------------------------------------------------------------------------
EFFECTIVE DATE                 BOND PERIOD           AUTHORIZED REPRESENTATIVE

JUNE 30, 2008         JUNE 30, 2008 TO JUNE 30, 2009   /s/ CATHERINE DALTON
===============================================================================

In   consideration  of  the  premium  charged  for  this  Bond,  it  is  hereby
understood  and agreed that  notwithstanding  anything to the  contrary in this
Bond,  this Bond shall not cover loss resulting from or in connection  with the
discretionary  voting by any Insured of securities  owned or held by any client
of such Insured,  where such securities are issued by (1) such Insured,  or (2)
any  entity  controlling,  controlled  by, or under  common  control  with such
Insured,  ("Affiliated  Entity"),  or (3) any Fund to which such Insured or any
Affiliated Entity provides any services.

Except  as  above  stated,  nothing  herein  shall be held to  alter,  waive or
extend any of the terms of this Bond.



                         ICI MUTUAL INSURANCE COMPANY

                        INVESTMENT COMPANY BLANKET BOND

                                  RIDER NO. 5


- -------------------------------------------------------------------------------
INSURED                                                  BOND NUMBER

FRANKLIN RESOURCES, INC.                                 87170108B
- -------------------------------------------------------------------------------
EFFECTIVE DATE                 BOND PERIOD            AUTHORIZED REPRESENTATIVE

JUNE 30, 2008        JUNE 30, 2008 TO JUNE 30, 2009    /s/ CATHERINE DALTON
===============================================================================

In   consideration  of  the  premium  charged  for  this  Bond,  it  is  hereby
understood  and agreed  that  notwithstanding  Section  2.Q of this Bond,  this
Bond is amended by adding an additional Insuring Agreement J as follows:

   J. COMPUTER SECURITY

Loss  (including  loss of Property)  resulting  directly from  Computer  Fraud;
PROVIDED,  that the Insured has adopted in writing and generally  maintains and
follows  during  the  Bond  Period  all  Computer  Security   Procedures.   The
isolated  failure of the Insured to maintain and follow a  particular  Computer
Security  Procedure in a particular  instance will not preclude  coverage under
this Insuring  Agreement,  subject to the specific exclusions herein and in the
Bond.

   1. DEFINITIONS.  The following  terms used in this Insuring  Agreement shall
      have the following meanings:

      a.  "Authorized  User" means any  person or  entity  designated  by the
          Insured  (through  contract,  assignment  of User Identification,  or
          otherwise) as authorized to use a Covered Computer System, or any part
          thereof.  An  individual  who invests in an Insured  Fund shall not be
          considered  to be an  Authorized  User  solely  by  virtue of being an
          investor.

      b.  "Computer Fraud" means the unauthorized  entry of data into, or the
          deletion  or  destruction  of data in, or change of data  elements  or
          programs within, a Covered Computer System which:

          (1)  is committed by any Unauthorized  Third Party anywhere,  alone or
               in collusion with other Unauthorized Third Parties; AND

          (2)  is committed with the conscious  manifest intent (a) to cause the
               Insured to sustain a loss,  AND (b) to obtain  financial  benefit
               for the perpetrator or any other person; AND

          (3)  causes (x) Property to be transferred,  paid or delivered; OR (y)
               an  account  of the  Insured,  or of its  customer,  to be added,
               deleted,   debited  or  credited;   OR  (z)  an  unauthorized  or
               fictitious account to be debited or credited.

      c."Computer  Security  Procedures"  means  procedures  for  prevention of
        unauthorized  computer  access and use and  administration  of computer
        access and use as provided in writing to the Underwriter.

      d."Covered  Computer  System"  means any Computer  System as to which the
        Insured has possession, custody and control.

      e."Unauthorized  Third  Party"  means any person or entity  that,  at the
        time of the Computer Fraud, is not an Authorized User.

      f."User  Identification"  means any unique user name  (I.E.,  a series of
        characters) that is assigned to a person or entity by the Insured.

   2. EXCLUSIONS.  It is  further  understood  and  agreed  that this  Insuring
      Agreement J shall not cover:

    a. Any loss covered under Insuring Agreement A, "Fidelity," of this Bond;
       AND

    b. Any loss resulting directly or indirectly from Theft or misappropriation
       of   confidential  or  proprietary   information,   material  or  data
       (including  but not  limited to trade  secrets,  computer  programs or
       customer information); AND

    c. Any loss resulting from the intentional failure to adhere to one or
       more Computer Security Procedures; AND

    d. Any loss resulting  from a Computer Fraud  committed by or in collusion
       with:

        (1) any  Authorized  User (whether a natural person or an entity);
            OR

        (2) in the case of any  Authorized  User which is an  entity,  (a)
            any  director,  officer,  partner,  employee  or agent of such
            Authorized  User,  or  (b)  any  entity  which  controls,   is
            controlled   by,  or  is  under   common   control  with  such
            Authorized  User  ("Related  Entity"),  or (c)  any  director,
            officer, partner, employee or agent of such Related Entity; OR

        (3) in the case of any  Authorized  User who is a natural  person,
            (a) any entity for which such  Authorized  User is a director,
            officer,  partner,  employee or agent ("Employer Entity"),  or
            (b) any director,  officer, partner, employee or agent of such
            Employer  Entity,  or  (c)  any  entity  which  controls,   is
            controlled  by, or is under common  control with such Employer
            Entity  ("Employer-Related  Entity"),  or  (d)  any  director,
            officer,  partner,  employee or agent of such Employer-Related
            Entity;

        AND

     e. Any loss  resulting  from  physical  damage  to or  destruction  of any
        Covered  Computer  System,  or any  part  thereof,  or any  data,  data
        elements or media associated therewith; AND

     f. Any loss resulting  from Computer Fraud  committed by means of wireless
        access to any Covered  Computer  System,  or any part  thereof,  or any
        data, data elements or media associated therewith; AND

     g. Any  loss  not  directly  and  proximately  caused  by  Computer  Fraud
        (including,  without  limitation,  disruption  of  business  and  extra
        expense); AND

     h. Payments  made  to any  person(s)  who  has  threatened  to deny or has
        denied  authorized access to a Covered Computer System or otherwise has
        threatened to disrupt the business of the Insured.

For purposes of this Insuring  Agreement,  "Single Loss," as defined in Section
1.X of this Bond,  shall also  include  all loss  caused by  Computer  Fraud(s)
committed by one person,  or in which one person is implicated,  whether or not
that  person  is  specifically   identified.   A  series  of  losses  involving
unidentified  individuals,  but arising from the same method of operation,  may
be deemed by the  Underwriter to involve the same  individual and in that event
shall be treated as a Single Loss.

It is further  understood  and agreed that  nothing in this Rider shall  affect
the exclusion set forth in Section 2.0 of this Bond.

Coverage under this Insuring  Agreement  shall  terminate  upon  termination of
this  Bond.  Coverage  under this  Insuring  Agreement  may also be  terminated
without terminating this Bond as an entirety:

     (a)  by written notice from the Underwriter  not less than sixty (60) days
          prior to the effective date of termination  specified in such notice;
          or

     (b)  immediately by written notice from the Insured to the Underwriter.

Except as above stated, nothing herein shall be held to alter, waive or
extend any of the terms of this Bond.

                         ICI MUTUAL INSURANCE COMPANY

                        INVESTMENT COMPANY BLANKET BOND

                                  RIDER NO. 6


- -------------------------------------------------------------------------------
INSURED                                                  BOND NUMBER

FRANKLIN RESOURCES, INC.                                 87170108B
- -------------------------------------------------------------------------------
EFFECTIVE DATE                 BOND PERIOD           AUTHORIZED REPRESENTATIVE

JUNE 30, 2008        JUNE 30, 2008 TO JUNE 30, 2009   /s/ CATHERINE DALTON
===============================================================================

In   consideration  of  the  premium  charged  for  this  Bond,  it  is  hereby
understood  and agreed  that the  exclusion  set forth at  Section  2.M of this
Bond  shall not apply with  respect to loss  resulting  from the  Dishonest  or
Fraudulent  Acts,  Theft,  or  other  acts  or  omissions  of  an  Employee  in
connection  with  offers or sales of  securities  issued by an Insured  Fund if
such  Employee  (a) is an employee of that Fund or of its  investment  adviser,
principal   underwriter,   or  affiliated   transfer  agent,  and  (b)  who  is
communicating  with  purchasers of such  securities only in person in an office
of an  Insured  or by  telephone  or in  writing,  and  (c)  does  not  receive
commissions on such sales;  PROVIDED,  that such Dishonest or Fraudulent  Acts,
Theft,  or other  acts or  omissions  do not  involve,  and such  loss does not
arise from,  a statement  or  representation  which is NOT (1)  contained  in a
currently  effective  prospectus  regarding  such  securities,  which  has been
filed with the  Securities  and Exchange  Commission,  or (2) made as part of a
scripted  response to a question  regarding  that Fund or such  securities,  if
the  script  has  been  filed  with,  and  not  objected  to by,  the  National
Association of Securities  Dealers,  Inc., and if the entire scripted  response
has been read to the caller,  and if any response  concerning  the  performance
of such securities is not outdated.

Except  as  above  stated,  nothing  herein  shall be held to  alter,  waive or
extend any of the terms of this Bond.

                         ICI MUTUAL INSURANCE COMPANY

                        INVESTMENT COMPANY BLANKET BOND

                                  RIDER NO. 7


- -------------------------------------------------------------------------------
INSURED                                                  BOND NUMBER

FRANKLIN RESOURCES, INC.                                 87170108B
- -------------------------------------------------------------------------------
EFFECTIVE DATE                 BOND PERIOD            AUTHORIZED REPRESENTATIVE

JUNE 30, 2008         JUNE 30, 2008 TO JUNE 30, 2009   /s/ CATHERINE DALTON
===============================================================================

In   consideration  of  the  premium  charged  for  this  Bond,  it  is  hereby
understood  and agreed  that this Bond does not cover any loss  resulting  from
or in connection with the acceptance of any Third Party Check, unless

   (1) such Third Party  Check is used to open or  increase an account  which
       is  registered  in the name of one or more of the payees on such Third
       Party Check, and

   (2) reasonable  efforts  are  made  by  the  Insured,  or  by  the  entity
       receiving  Third Party Checks on behalf of the Insured,  to verify all
       endorsements  on all  Third  Party  Checks  made  payable  in  amounts
       greater than $100,000  (provided,  however,  that the isolated failure
       to make  such  efforts  in a  particular  instance  will not  preclude
       coverage, subject to the exclusions herein and in the Bond),

and then only to the extent such loss is otherwise covered under this Bond.

For  purposes of this Rider,  "Third Party Check" means a check made payable to
one or more parties and offered as payment to one or more other parties.

It is  further  understood  and agreed  that  notwithstanding  anything  to the
contrary  above or  elsewhere  in the  Bond,  this Bond does not cover any loss
resulting  from or in  connection  with the  acceptance  of a Third Party Check
where:

   (1) any  payee  on such  Third  Party  Check  reasonably  appears  to be a
       corporation or other entity; or

   (2) such  Third  Party  Check is made  payable in an amount  greater  than
       $100,000  and does  not  include  the  purported  endorsements  of all
       payees on such Third Party Check.

It is  further  understood  and  agreed  that this  Rider  shall not apply with
respect to any  coverage  that may be  available  under  Insuring  Agreement A,
"Fidelity."

Except  as  above  stated,  nothing  herein  shall be held to  alter,  waive or
extend any of the terms of this Bond.

                         ICI MUTUAL INSURANCE COMPANY

                        INVESTMENT COMPANY BLANKET BOND

                                  RIDER NO. 8


- -------------------------------------------------------------------------------
INSURED                                                  BOND NUMBER

FRANKLIN RESOURCES, INC.                                 87170108B
- -------------------------------------------------------------------------------
EFFECTIVE DATE                 BOND PERIOD           AUTHORIZED REPRESENTATIVE

JUNE 30, 2008        JUNE 30, 2008 TO JUNE 30, 2009   /s/ CATHERINE DALTON
===============================================================================

In   consideration  of  the  premium  charged  for  this  Bond,  it  is  hereby
understood and agreed that no termination  or  cancellation  of this Bond as an
entirety,  whether by or at the  request of the Insured or  Underwriter,  shall
take effect prior to the  expiration of thirty (30) days after  written  notice
of such  termination  or  cancellation  of such  Bond as an  entirety  has been
filed  with  the  Arkansas   Securities   Commissioner,   Arkansas   Securities
Division,  Heritage West Building,  3rd Floor,  201 East Markham,  Little Rock,
Arkansas 72201.

Except  as  above  stated,  nothing  herein  shall be held to  alter,  waive or
extend any of the terms of this Bond.

                         ICI MUTUAL INSURANCE COMPANY

                        INVESTMENT COMPANY BLANKET BOND

                                  RIDER NO. 9


- -------------------------------------------------------------------------------
INSURED                                                  BOND NUMBER

FRANKLIN RESOURCES, INC.                                 87170108B
- -------------------------------------------------------------------------------
EFFECTIVE DATE                 BOND PERIOD           AUTHORIZED REPRESENTATIVE

JUNE 30, 2008         JUNE 30, 2008 TO JUNE 30, 2009  /s/ CATHERINE DALTON
===============================================================================

In   consideration  of  the  premium  charged  for  this  Bond,  it  is  hereby
understood  and agreed that  notwithstanding  anything to the  contrary in this
Bond  (including  Insuring  Agreement  I), this Bond does not cover loss caused
by a Phone/Electronic Transaction requested:

      o by wireless  device  transmissions  over the  Internet  (including  any
        connected or associated intranet or extranet),

except  insofar as such loss is covered under  Insuring  Agreement A "Fidelity"
of this Bond.

It is further  understood  and agreed that,  for the purposes of this Rider,  a
transmission  of a  Phone/Electronic  Transaction  request  over  the  Internet
shall not be deemed to be a  "wireless  device  transmission"  solely by virtue
of an  individual  retail  shareholder's  use  of a  personal  wireless  device
(e.g.,  a PDA,  Blackberry,  cell  phone,  or  wireless  access  point  on such
shareholder's  home  network)  to effect  transmission  of such  request to the
shareholder's Internet service provider.

Except  as above  stated,  nothing  herein  shall be held to alter,  waive,  or
extend any of the terms of this Bond.





                         ICI MUTUAL INSURANCE COMPANY

                        INVESTMENT COMPANY BLANKET BOND

                                 RIDER NO. 10


- -------------------------------------------------------------------------------
INSURED                                                  BOND NUMBER

FRANKLIN RESOURCES, INC.                                 87170108B
- -------------------------------------------------------------------------------
EFFECTIVE DATE                 BOND PERIOD          AUTHORIZED REPRESENTATIVE

JUNE 30, 2008       JUNE 30, 2008 TO JUNE 30, 2009   /s/ CATHERINE DALTON
===============================================================================

                               FINRA BOND RIDER

In   consideration  of  the  premium  charged  for  this  Bond,  it  is  hereby
understood  and agreed  that with  respect  to  Templeton  Franklin  Investment
Services, Inc.  ONLY, this Bond is amended as follows:

1. For  purposes  of  Insuring  Agreement  C  ("On  Premises"),  Sections  2
   ("Exclusions"),  and Section 6 ("Valuation of Property"),  "Property"  shall
   be deemed to include furnishings,  fixtures, supplies, and equipment located
   within the office of and owned by the Insured; and

2. For  purposes  of  Insuring   Agreement  C  ("On   Premises"),   "Mysterious
   Disappearances" shall be deemed to include "misplacement."

3. The last sentence of Section 1.I  ("Definitions  -  `Employee")  and Section
   2.M are deleted; and

4. The  following  statement is added to the Bond:  "The  Underwriter  will use
   its best  efforts to  promptly  notify  the  Financial  Industry  Regulatory
   Authority,  Inc.  in  the  event  the  Bond  is  cancelled,   terminated  or
   substantially  modified.  Failure to make such notification shall not impair
   or  delay  the  effectiveness  of  any  such  cancellation,  termination  or
   substantial modification."; and

5. The first sentence of the second paragraph of Section 13  ("Termination") is
   amended to read as follows:  "The  Insured may  terminate  this Bond only by
   written  notice  to the  Underwriter  prior  to the  effective  date  of the
   termination, with such effective date specified in the notice;" and

6. With  respect  to  the  following  Insuring   Agreements,   Item  3  of  the
   Declarations is modified to read as follows:

                                            Deductible
                                              Amount
   Insuring Agreement A - Fidelity          $5,000
   Insuring Agreement B - Audit Expense     $5,000
   Insuring Agreement C - On Premises       $5,000
   Insuring Agreement D - In Transit        $5,000
   Insuring Agreement E - Forgery or
   Alteration                               $5,000
   Insuring Agreement F - Securities        $5,000
   Insuring Agreement G - Counterfeit
   Currency                                 $5,000

It is  further  understood  and  agreed,  the  Underwriter  will  use its  best
efforts to notify the Financial Industry Regulatory  Authority,  Inc. within 30
days  in  the  event  the  Bond  is  substantially   modified,   terminated  or
canceled.

Except  as  above  stated,  nothing  herein  shall be held to  alter,  waive or
   extend any of the terms of this Bond.

                         ICI MUTUAL INSURANCE COMPANY

                        INVESTMENT COMPANY BLANKET BOND

                                 RIDER NO. 11


- -------------------------------------------------------------------------------
INSURED                                                  BOND NUMBER

FRANKLIN RESOURCES, INC.                                 87170108B
- -------------------------------------------------------------------------------
EFFECTIVE DATE                 BOND PERIOD           AUTHORIZED REPRESENTATIVE

JUNE 30, 2008        JUNE 30, 2008 TO JUNE 30, 2009   /s/ CATHERINE DALTON
===============================================================================

                               FINRA BOND RIDER

In   consideration  of  the  premium  charged  for  this  Bond,  it  is  hereby
understood  and agreed that with  respect to Franklin  Templeton  Distributors,
Inc. ONLY, this Bond is amended as follows:

1. For  purposes  of  Insuring  Agreement  C  ("On  Premises"),  Sections  2
   ("Exclusions"),  and Section 6 ("Valuation of Property"),  "Property" shall
   be  deemed  to  include  furnishings,  fixtures,  supplies,  and  equipment
   located within the office of and owned by the Insured; and

2. For  purposes  of  Insuring   Agreement  C  ("On   Premises"),   "Mysterious
   Disappearances" shall be deemed to include "misplacement."

3. The last sentence of Section 1.I  ("Definitions  -  `Employee")  and Section
   2.M are deleted; and

4. The  following  statement is added to the Bond:  "The  Underwriter  will use
   its best  efforts to  promptly  notify  the  Financial  Industry  Regulatory
   Authority,  Inc.  in  the  event  the  Bond  is  cancelled,   terminated  or
   substantially  modified.  Failure to make such notification shall not impair
   or  delay  the  effectiveness  of  any  such  cancellation,  termination  or
   substantial modification."; and

5. The first sentence of the second paragraph of Section 13  ("Termination") is
   amended to read as follows:  "The  Insured may  terminate  this Bond only by
   written  notice  to the  Underwriter  prior  to the  effective  date  of the
   termination, with such effective date specified in the notice;" and

6. With  respect  to  the  following  Insuring   Agreements,   Item  3  of  the
   Declarations is modified to read as follows:

                                            Deductible
                                              Amount
   Insuring Agreement A - Fidelity          $100,000
   Insuring Agreement B - Audit Expense     $100,000
   Insuring Agreement C - On Premises       $100,000
   Insuring Agreement D - In Transit        $100,000
   Insuring Agreement E - Forgery  or
   Alteration                               $100,000
   Insuring Agreement F - Securities        $100,000
   Insuring Agreement G - Counterfeit
   Currency                                 $100,000

It is  further  understood  and  agreed,  the  Underwriter  will  use its  best
efforts to notify the Financial Industry Regulatory  Authority,  Inc. within 30
days  in  the  event  the  Bond  is  substantially   modified,   terminated  or
canceled.

Except  as  above  stated,  nothing  herein  shall be held to  alter,  waive or
extend any of the terms of this Bond.

                         ICI MUTUAL INSURANCE COMPANY

                        INVESTMENT COMPANY BLANKET BOND

                                 RIDER NO. 12


- -------------------------------------------------------------------------------
INSURED                                                  BOND NUMBER

FRANKLIN RESOURCES, INC.                                 87170108B
- -------------------------------------------------------------------------------
EFFECTIVE DATE                 BOND PERIOD           AUTHORIZED REPRESENTATIVE

JUNE 30, 2008         JUNE 30, 2008 TO JUNE 30, 2009  /s/ CATHERINE DALTON
===============================================================================

In   consideration  of  the  premium  charged  for  this  Bond,  it  is  hereby
understood  and agreed that the  definition of "Employee" in Section  1.I(6) of
this  Bond  shall  be  amended  to  include  any  individual  assigned,   on  a
contingent  or part-time  basis,  to perform the usual duties of an employee in
any  office  of the  Insured,  PROVIDED  that  in  the  case  of an  individual
assigned  other  than  by  an  agency  furnishing  temporary  personnel,   such
individual has passed a Successful  Background  Check conducted by or on behalf
of the Insured.

It is  further  understood  and  agreed  that for  purposes  of this  rider,  a
"Successful  Background Check" shall mean a background check (including contact
with  the  individual's   previous   employers  and  personal   references  and
utilization   of  a  private   investigation   agency),   which  results  in  a
determination  by the Insured that the  individual  has  satisfied the security
criteria  established  by the  Insured  for  hiring  employees  on a  permanent
basis.

Except as above stated, nothing herein shall be held to alter, waive or
extend any of the terms of this Bond.

                         ICI MUTUAL INSURANCE COMPANY

                        INVESTMENT COMPANY BLANKET BOND

                                 RIDER NO. 13


- -------------------------------------------------------------------------------
INSURED                                                  BOND NUMBER

FRANKLIN RESOURCES, INC.                                 87170108B
- -------------------------------------------------------------------------------
EFFECTIVE DATE                 BOND PERIOD            AUTHORIZED REPRESENTATIVE

JUNE 30, 2008     JUNE 30, 2008 TO JUNE 30, 2009      /s/ CATHERINE DALTON
===============================================================================

In   consideration  of  the  premium  charged  for  this  Bond,  it  is  hereby
understood and agreed that:

1. At the written request of the named Insured,  any payment in satisfaction of
   loss  covered by said bond  involving  money or other  Property in which the
   Pennsylvania  Public  School  Employees'  Retirement  System has an interest
   shall be paid by an  instrument  issued to that  organization  and the named
   Insured  as joint  loss  payees,  subject to the  following  conditions  and
   limitation:

   A. The attached  bond is for the sole use and benefit of the named Insured
      as  expressed  herein.  The  organization  named  above  shall  not  be
      considered  as an Insured under the bond,  nor shall it otherwise  have
      any rights or benefits under said bond.

   B. Notwithstanding  any payment  made under the terms of this rider or the
      execution of more than one of such similar  rider,  the amount paid for
      any one loss  occurrence or otherwise in  accordance  with the terms of
      this bond shall not exceed the limits of  liability as set forth in the
      Declarations Page.

   C. Nothing  herein  is  intended  to  alter  the  terms,   conditions  and
      limitations of the bond.

2. Should  this  bond  be  canceled,  reduced,   non-renewed  or  restrictively
   modified by the  Underwriter,  the Underwriter  will endeavor to give thirty
   (30) days advance notice to the organization  named above, but failure to do
   so shall not  impair or delay the  effectiveness  of any such  cancellation,
   reduction,   non-renewal,   or  restrictive  modification,   nor  shall  the
   Underwriter be held liable in any way.

3. Should this bond be canceled or reduced at the request of the  Insured,  the
   Underwriter  will  endeavor to notify the  organization  named above of such
   cancellation  or  reduction,  within 10 business  days after receipt of such
   request,  but  failure to do so shall not impair or delay the  effectiveness
   of such cancellation or reduction,  nor shall the Underwriter be held liable
   in any way.

Except  as  above  stated,  nothing  herein  shall be held to  alter,  waive or
extend any of the terms of this Bond.

                         ICI MUTUAL INSURANCE COMPANY

                        INVESTMENT COMPANY BLANKET BOND

                                 RIDER NO. 14


- -------------------------------------------------------------------------------
INSURED                                                  BOND NUMBER

FRANKLIN RESOURCES, INC.                                 87170108B
- -------------------------------------------------------------------------------
EFFECTIVE DATE                 BOND PERIOD           AUTHORIZED REPRESENTATIVE

JUNE 30, 2008        JUNE 30, 2008 TO JUNE 30, 2009     /s/ CATHERINE DALTON
===============================================================================

In   consideration  of  the  premium  charged  for  this  Bond,  it  is  hereby
understood  and agreed that the sixth  paragraph  of Section 13 of this Bond is
amended to read as follows:

      "For purposes of this  section,  detection  occurs when any  professional
   employee of the Legal,  Compliance  or Risk  Management  Departments  of the
   Insured, who is not in collusion with such Employee,  becomes aware that the
   Employee has committed any Dishonest or Fraudulent Act(s) or Theft."

Except  as  above  stated,  nothing  herein  shall be held to  alter,  waive or
extend any of the terms of this Bond.

                         ICI MUTUAL INSURANCE COMPANY

                        INVESTMENT COMPANY BLANKET BOND

                                 RIDER NO. 15


- -------------------------------------------------------------------------------
INSURED                                                  BOND NUMBER

FRANKLIN RESOURCES, INC.                                 87170108B
- -------------------------------------------------------------------------------
EFFECTIVE DATE                 BOND PERIOD            AUTHORIZED REPRESENTATIVE

JUNE 30, 2008         JUNE 30, 2008 TO JUNE 30, 2009   /s/ CATHERINE DALTON
===============================================================================

In   consideration  of  the  premium  charged  for  this  Bond,  it  is  hereby
understood  and  agreed  that  Section  2.H of this Bond is  amended to read as
follows:

"H. Loss in  the form of (1)  damages  of  any type for  which the  Insured  is
    legally liable, except direct compensatory  damages or punitive damages, or
    (2) taxes, fines, or penalties, including without limitation  two-thirds of
    treble damage awards pursuant to judgments under any statute or regulation."

Nothing herein contained shall be held to vary,  alter,  waive or extend any of
the terms,  conditions,  provisions,  agreements  or  limitations  of this Bond
other than as above stated.

                         ICI MUTUAL INSURANCE COMPANY

                        INVESTMENT COMPANY BLANKET BOND

                                 RIDER NO. 16


- -------------------------------------------------------------------------------
INSURED                                                  BOND NUMBER

FRANKLIN RESOURCES, INC.                                 87170108B
- -------------------------------------------------------------------------------
EFFECTIVE DATE                 BOND PERIOD            AUTHORIZED REPRESENTATIVE

JUNE 30, 2008       JUNE 30, 2008 TO JUNE 30, 2009    /s/ CATHERINE DALTON
===============================================================================

In consideration of the premium charged for this Bond, it is hereby
understood and agreed that:

1. This Bond shall not be  subject to  cancellation  except  after  notice in
   writing  shall  have been not less  than  thirty  (30)  days  prior to the
   effective  date  thereof by  certified  mail,  return  receipt  requested,
   addressed to the City Attorney at:

                                 City Attorney
                              City of Los Angeles
                     c/o City Employees' Retirement System
                       360 East Second Street, 8th Floor
                          Los Angeles, CA 90012-4207

2. This Company  agrees to waive all rights of  subrogation  against the City
   of Los Angeles, its departments, officers, agents, and employees.

Except  as  above  stated,  nothing  herein  shall be held to  alter,  waive or
extend any of the terms of this Bond.









                         ICI MUTUAL INSURANCE COMPANY

                        INVESTMENT COMPANY BLANKET BOND

                                 RIDER NO. 17


- -------------------------------------------------------------------------------
INSURED                                                  BOND NUMBER

FRANKLIN RESOURCES, INC.                                 87170108B
- -------------------------------------------------------------------------------
EFFECTIVE DATE                 BOND PERIOD           AUTHORIZED REPRESENTATIVE

JUNE 30, 2008         JUNE 30, 2008 TO JUNE 30, 2009  /s/ CATHERINE DALTON
===============================================================================

                               FINRA BOND RIDER

In   consideration  of  the  premium  charged  for  this  Bond,  it  is  hereby
understood  and  agreed  that with  respect  to  Franklin  Templeton  Financial
Services Corp. ONLY, this Bond is amended as follows:

1. For  purposes  of  Insuring  Agreement  C  ("On  Premises"),  Sections  2
   ("Exclusions"),  and Section 6 ("Valuation of Property"),  "Property" shall
   be  deemed  to  include  furnishings,  fixtures,  supplies,  and  equipment
   located within the office of and owned by the Insured; and

2. For  purposes  of  Insuring   Agreement  C  ("On   Premises"),   "Mysterious
   Disappearances" shall be deemed to include "misplacement."

3. The last sentence of Section 1.I  ("Definitions  -  `Employee")  and Section
   2.M are deleted; and

4. The  following  statement is added to the Bond:  "The  Underwriter  will use
   its best  efforts to  promptly  notify  the  Financial  Industry  Regulatory
   Authority,  Inc.  in  the  event  the  Bond  is  cancelled,   terminated  or
   substantially  modified.  Failure to make such notification shall not impair
   or  delay  the  effectiveness  of  any  such  cancellation,  termination  or
   substantial modification."; and

5. The first sentence of the second paragraph of Section 13  ("Termination") is
   amended to read as follows:  "The  Insured may  terminate  this Bond only by
   written  notice  to the  Underwriter  prior  to the  effective  date  of the
   termination, with such effective date specified in the notice;" and

6. With  respect  to  the  following  Insuring   Agreements,   Item  3  of  the
   Declarations is modified to read as follows:

                                            Limit of   Deductible
                                            Liability    Amount
   Insuring Agreement A - Fidelity          $150,000   $5,000
   Insuring Agreement B - Audit Expense     $25,000    $5,000
   Insuring Agreement C - On Premises       $150,000   $5,000
   Insuring Agreement D - In Transit        $150,000   $5,000
   Insuring Agreement E - Forgery or
   Alteration                               $150,000   $5,000
   Insuring Agreement F - Securities        $150,000   $5,000
   Insuring Agreement G - Counterfeit
   Currency                                 $150,000   $5,000

Except  as  above  stated,  nothing  herein  shall be held to  alter,  waive or
extend any of the terms of this Bond.






                         ICI MUTUAL INSURANCE COMPANY

                        INVESTMENT COMPANY BLANKET BOND

                                 RIDER NO. 18


- -------------------------------------------------------------------------------
INSURED                                                  BOND NUMBER

FRANKLIN RESOURCES, INC.                                 87170108B
- -------------------------------------------------------------------------------
EFFECTIVE DATE                 BOND PERIOD            AUTHORIZED REPRESENTATIVE

JUNE 30, 2008        JUNE 30, 2008 TO JUNE 30, 2009    /s/ CATHERINE DALTON
===============================================================================

In   consideration  of  the  premium  charged  for  this  Bond,  it  is  hereby
understood  and agreed that  notwithstanding  anything to the contrary in Rider
No. 1 to this Bond,  the FTCI Insureds  shall be deemed to be Insureds named in
Item 1 of the Declarations.

It is further  understood  and agreed  that with  respect to the FTCI  Insureds
only, this Bond is modified as follows:

1.    INSURING  AGREEMENT  A,  FIDELITY:  With  regards  to any  loss to a FTCI
      Insured under Insuring  Agreement A, Fidelity,  arising from Loans and/or
      Trading,  the  Dishonest  or  Fraudulent  Act  or  Theft  required  under
      Insuring  Agreement A must be  committed  with the intent to obtain,  and
      must result in, a financial  benefit (other than  salaries,  commissions,
      fees,  bonuses,  awards,  profit  sharing,  pensions  or  other  employee
      benefits) for (a) the Employee,  or (b) person(s)  with whom the Employee
      is  in  collusion  if  the  Employee  intended  to  participate  in  such
      financial benefit.

2.    INSURING  AGREEMENT  D,  IN  TRANSIT:   Employees  of  Xerox  Corporation
      authorized  by a FTCI Insured to act as a  messengers  shall be deemed to
      be a  "Security  Company"  for  purposes  of  Insuring  Agreement  D,  In
      Transit,  PROVIDED that such  employees  have passed the same  background
      check and  security  clearance  as is  customarily  required  by the FTCI
      Insured of its own employees.

3.    INSURING AGREEMENT I,  PHONE/ELECTRONIC  TRANSACTIONS:  "Phone/Electronic
      Transaction"  shall be deemed to include any  transfer of funds by a FTCI
      Insured  from  an  account  of a  Client  of a FTCI  Insured  to  another
      account(s),  where such transfer is requested by voice over the telephone
      or through a Telefacsimile  System by a person  purporting to be a Client
      of the  FTCI  Insured  or an  authorized  representative  of the  Client,
      provided  that  the  FTCI  Insured   receiving  such  request   generally
      maintains  and  follows  during  the  Bond  Period  those  recording  and
      verification  procedures  in place as of March 2001 and  described to the
      Underwriter as of such date.

4.    DEFINITIONS,   SECTION   1.S:   With   respect  to  the  FTCI   Insureds,
      notwithstanding  anything to the contrary in the definition of "Property"
      set forth in Section  1.S of the Bond,  "Property"  as defined in Section
      1.S shall be deemed to include jewelry,  gems, tangible items of personal
      property,  and  electronic  data  stored  on  media  for use by  computer
      programs.

5.    SECTION 2.  EXCLUSIONS:  With  respect to FTCI  Insureds,  the  following
      additional exclusions are added to Section 2, Exclusions:

     (1)  Loss resulting directly or indirectly from Trading,  with or without
          the knowledge of the FTCI  Insured, whether or not represented by an
          indebtedness  or  balance  shown  to be due to FTCI  Insured  on any
          customer's  account,  actual or fictitious,  and notwithstanding any
          act or omission on the part of any Employee in  connection  with any
          account relating to such Trading,  indebtedness,  or balance, except
          when covered under Insuring Agreements A, E or F;

     (2)  Loss of Property  contained in customers'  safe deposit boxes,  except
          when  the FTCI  Insured  is  legally  liable  therefor  or the loss is
          covered under Insuring Agreement A;

     (3)  (a) Loss through cashing or paying Forged or Altered travelers' checks
          or travelers' checks bearing forged endorsements,  except when covered
          under Insuring  Agreement A, and (b) loss of unsold  travelers' checks
          or unsold money orders  placed in the custody of the FTCI Insured with
          authority to sell,  unless the Insured is legally liable for such loss
          and such  checks or money  orders  are later  paid or  honored  by the
          drawer thereof, except when covered under Insuring Agreement A;

     (4)  Loss in the form of a  shortage  in any  teller's  cash due to  error,
          regardless  of the amount of such  shortage  (and any  shortage in any
          teller's  cash  which is not in excess of the normal  shortage  in the
          tellers' cash in the office where such  shortage  shall occur shall be
          presumed to be due to error);

     (5)  Loss involving  automated  mechanical  devices which, on behalf of the
          FTCI Insured,  disburse money, accept deposits, cash checks, drafts or
          similar written  instruments or make credit card loans unless (a) such
          automated  mechanical  devices are situated within an office of a FTCI
          Insured which is  permanently  staffed by an Employee whose duties are
          those usually assigned to a teller,  even though public access to such
          devices is from  outside  the  confines  of such  office,  or (b) such
          automated mechanical devices are not situated within an office covered
          above, but in no event shall the Underwriter be liable under this Bond
          for loss (including loss of Property):

          (i)  as a  result  of  damage  to such  automated  mechanical  devices
               situated  within any office  referred  to in (a) above  resulting
               from  vandalism or malicious  mischief  perpetrated  from outside
               such office; or

          (ii) as a  result  of  damage  to such  automated  mechanical  devices
               situated on any premises  referred to in (b) above resulting from
               vandalism or malicious mischief, or

         (iii) as a result of  damage  to the  interior  of that  portion  of a
               building  on any  premises  referred to in (b) above to which the
               public has access resulting from vandalism or malicious mischief;
               or

          (iv) as a result of failure of such  automated  mechanical  devices to
               function properly; or

          (v)  through  misplacement or mysterious  unexplainable  disappearance
               while  such  Property  is  located   within  any  such  automated
               mechanical devices, or

          (vi) to any  customer of a FTCI  Insured or to any  representative  of
               such customer while such person is on any premises referred to in
               (b) above, or

         (vii) as a  result  of  the  use of  credit,  debit,  charge,  access,
               convenience,  identification  or other cards in gaining access to
               such automated mechanical devices whether such cards were issued,
               or purport to have been issued,  by the FTCI Insured or by anyone
               other than the FTCI Insured,

           except when such loss is covered under Insuring Agreement A.

      (6)  Loss  resulting  directly  or  indirectly  from  the  failure  of  a
           financial or depository institution,  or its receiver or liquidator,
           to pay or deliver, on demand of the FTCI Insured,  funds or Property
           of the FTCI Insured held by it in any capacity,  except when covered
           under Insuring Agreements A or C;

      (7)  Loss  resulting  from or  involving,  directly  or  indirectly,  any
           actual or alleged seepage, pollution or contamination of any kind;

      (8)  Loss  resulting  from or  involving,  directly  or  indirectly,  any
           actual or alleged hazardous properties  (including,  but not limited
           to, radiation,  toxic or explosive  properties) of nuclear material,
           including  but not limited to, the actual,  alleged,  threatened  or
           potential  ionizing  radiations or  contamination  by  radioactivity
           from nuclear  fuel,  nuclear waste or combustion of nuclear fuel, or
           the  radioactive,  toxic,  explosive or hazardous  properties of any
           explosive nuclear assembly or nuclear or nuclear component thereof.

It is further understood and agreed that as used in this Rider:

1.    "Client"  means  any  corporation,   partnership,  proprietor,  trust  or
      individual  having  an  account  with a FTCI  Insured  and  which has a
      written  agreement with the FTCI Insured for transfers of funds through
      requests made by voice over the telephone or by Telefacsimile System.

2.    "FTCI  Insureds"  shall  mean  Fiduciary  Trust  Company  International
      ("FTCI"),   and  each  of  its   direct   and   indirect   wholly-owned
      subsidiaries,  including pension, profit-sharing or other benefit plans
      established for employees of FTCI and such subsidiaries.

3.    "Loans"  shall  mean  all  extensions  of  credit  by a  FTCI  Insured(s)
      and all  transactions  creating a creditor  or lessor  relationship  in
      favor of the FTCI  Insured(s)  and all  transactions  by which the FTCI
      Insured(s) assumes an existing creditor or lessor relationship.

4.    "Trading"  means trading or other  dealings in  securities,  commodities,
      futures,  options,  foreign  or  federal  funds,  currencies,   foreign
      exchange and the like.

Except  as above  stated,  nothing  herein  shall be held to  alter,  waiver or
extend any of the terms of this Bond.

                         ICI MUTUAL INSURANCE COMPANY

                        INVESTMENT COMPANY BLANKET BOND

                                 RIDER NO. 19


- -------------------------------------------------------------------------------
INSURED                                                  BOND NUMBER

FRANKLIN RESOURCES, INC.                                 87170108B
- -------------------------------------------------------------------------------
EFFECTIVE DATE                 BOND PERIOD           AUTHORIZED REPRESENTATIVE

JUNE 30, 2008         JUNE 30, 2008 TO JUNE 30, 2009  /s/ CATHERINE DALTON
===============================================================================

In consideration of the premium charged for this Bond, it is hereby
understood and agreed that the references in Section 13, Termination, to "not
less than sixty (60) days" shall be modified to read "not less than ninety
(90) days."

Except as above stated, nothing herein shall be held to alter, waive or
extend any of the terms of this Bond.

                         ICI MUTUAL INSURANCE COMPANY

                        INVESTMENT COMPANY BLANKET BOND

                                 RIDER NO. 20


- -------------------------------------------------------------------------------
INSURED                                                  BOND NUMBER

FRANKLIN RESOURCES, INC.                                 87170108B
- -------------------------------------------------------------------------------
EFFECTIVE DATE                 BOND PERIOD            AUTHORIZED REPRESENTATIVE

JUNE 30, 2008       JUNE 30, 2008 TO JUNE 30, 2009    /s/ CATHERINE DALTON
===============================================================================

In  consideration  for  the  premium  charged  for  this  Bond,  it  is  hereby
understood  and agreed that  notwithstanding  anything to the  contrary in this
Bond  (including  Insuring  Agreement  I),  this  Bond  does not cover any loss
resulting from any On-Line  Redemption(s) or On-Line  Purchase(s)  involving an
aggregate amount in excess of $250,000 per shareholder account per day.

It is  further  understood  and  agreed  that,  notwithstanding  the  Limit  of
Liability  set forth herein or any other  provision of this Bond,  the Limit of
Liability  with  respect to any Single  Loss  caused by an On-Line  Transaction
shall be Ten Million  Dollars  ($10,000,000)  and the On-Line  Deductible  with
respect to Insuring Agreement I is Fifty Thousand Dollars ($50,000).

It  is  further   understood  and  agreed  that   notwithstanding   Section  8,
Non-Reduction  and  Non-Accumulation  of Liability and Total Liability,  or any
other  provision  of  this  Bond,  the  Aggregate  Limit  of  Liability  of the
Underwriter  under this Bond with respect to any and all loss or losses  caused
by  On-Line   Transactions  shall  be  an  aggregate  of  Ten  Million  Dollars
($10,000,000)  for the Bond  Period,  irrespective  of the total amount of such
loss or losses.

For  purposes  of this Rider,  the  following  terms  shall have the  following
meanings:

"On-Line  Purchase"  means  any  purchase  of shares  issued  by an  Investment
Company,  which  purchase is  requested by  computer-to-computer  transmissions
over  the  Internet   (including  any  connected  or  associated   intranet  or
extranet) or utilizing modem or similar connections.

"On-Line  Redemption"  means any  redemption  of shares issued by an Investment
Company,  which redemption is requested by computer-to  computer  transmissions
over  the  Internet   (including  any  connected  or  associated   intranet  or
extranet) or utilizing modem or similar connections.

"On-Line  Transaction"  means any  Phone/Electronic  Transaction  requested  by
computer-to-computer  transmissions over the Internet  (including any connected
or   associated   intranet  or  extranet)   or   utilizing   modem  or  similar
connections.

Except  as  above  stated,  nothing  herein  shall be held to  alter,  waive or
extend any of the terms of this Bond.
                         ICI MUTUAL INSURANCE COMPANY

                        INVESTMENT COMPANY BLANKET BOND

                                 RIDER NO. 21


- -------------------------------------------------------------------------------
INSURED                                                  BOND NUMBER

FRANKLIN RESOURCES, INC.                                 87170108B
- -------------------------------------------------------------------------------
EFFECTIVE DATE                 BOND PERIOD          AUTHORIZED REPRESENTATIVE

JUNE 30, 2008        JUNE 30, 2008 TO JUNE 30, 2009   /s/ CATHERINE DALTON
===============================================================================

Most property and casualty  insurers,  including ICI Mutual  Insurance  Company
("ICI  Mutual"),  are  subject  to  the  requirements  of  the  Terrorism  Risk
Insurance  Act of 2002 (the "Act").  The Act  establishes  a Federal  insurance
backstop  under which ICI Mutual and these  other  insurers  will be  partially
reimbursed  for future  "INSURED  LOSSES"  resulting  from  certified  "ACTS OF
TERRORISM."  (Each of  these  BOLDED  TERMS is  defined  by the  Act.)  The Act
also places certain  disclosure  and other  obligations on ICI Mutual and these
other insurers.

Pursuant  to the Act,  any  future  losses to ICI  Mutual  caused by  certified
"ACTS  OF  TERRORISM"  will  be  partially  reimbursed  by  the  United  States
government  under a formula  established  by the Act.  Under this formula,  the
United  States  government  will  reimburse  ICI Mutual for 90% of ICI Mutual's
"INSURED LOSSES" in excess of a statutorily  established deductible until total
insured  losses of all  participating  insurers  reach $100  billion.  If total
"insured  losses" of all  property  and  casualty  insurers  reach $100 billion
during any  applicable  period,  the Act provides that the insurers will not be
liable  under  their  policies  for their  portions  of such losses that exceed
such  amount.  Amounts  otherwise  payable  under this bond may be reduced as a
result.

This  bond  has  no  express  exclusion  for  "ACTS  OF  TERRORISM."   However,
coverage under this bond remains  subject to all applicable  terms,  conditions
and  limitations  of the  bond  (including  exclusions)  that  are  permissible
under  the  Act.  The  portion  of the  premium  that  is  attributable  to any
coverage  potentially  available  under the bond for "ACTS OF TERRORISM" is one
percent (1%).





                         ICI MUTUAL INSURANCE COMPANY

                        INVESTMENT COMPANY BLANKET BOND

                                 RIDER NO. 22


- -------------------------------------------------------------------------------
INSURED                                                  BOND NUMBER

FRANKLIN RESOURCES, INC.                                 87170108B
- -------------------------------------------------------------------------------
EFFECTIVE DATE                 BOND PERIOD               AUTHORIZED
REPRESENTATIVE

JUNE 30, 2008         JUNE 30, 2008 TO JUNE 30, 2009   /s/ CATHERINE DALTON
===============================================================================

In consideration of the premium charged for this Bond it hereby understood
and agreed that notwithstanding anything to the contrary in Rider No. 1, no
Hedge Fund shall be deemed to be, or otherwise included as, an Insured for
purposes of Item 1 of the Declarations or otherwise under this Bond.

It is further understood and agreed that for purposes of this rider, a Hedge
Fund shall mean an investment company that is not registered under the
Investment Company Act of 1940 ("1940 Act") that may use various high-risk
strategies generally unavailable to investment companies registered under the
1940 Act, such as unlimited short positions, significant leverage, and
concentrated positions in securities of issuers.

For purposes of this rider the following shall not be considered to be Hedge
Funds:

      Algebra Capital
      Templeton Global Long-Short Fund PLC
      Mutual Recovery Fund, LTD
      Templeton Global Long-Short Fund LTD
      Franklin US Long-Short Fund PLC

At any time during the Bond period the Insured may submit to the Underwriter
underwriting information for any newly created Hedge Fund.    Within 30 days
of receipt of all underwriting information, the Underwriter will notify the
Insured whether or not the newly created Hedge Fund will be exempt from the
above exclusion.

Except as above stated, nothing herein shall be held to alter, waive or
extend any of the terms of this Bond.

                         ICI MUTUAL INSURANCE COMPANY

                        INVESTMENT COMPANY BLANKET BOND

                                 RIDER NO. 23


- -------------------------------------------------------------------------------
INSURED                                                  BOND NUMBER

FRANKLIN RESOURCES, INC.                                 87170108B
- -------------------------------------------------------------------------------
EFFECTIVE DATE                 BOND PERIOD        AUTHORIZED REPRESENTATIVE

JUNE 30, 2008         JUNE 30, 2008 TO JUNE 30, 2009   /s/ CATHERINE DALTON
===============================================================================

In consideration of the premium charged for this Bond, it is hereby
understood and agreed that notwithstanding anything to the contrary in Rider
1, Item 1 of the Declarations, Name of Insured, shall include the following
(each, herein referred to as a "Joint Venture"):

      Algebra Capital
      Templeton Capital Advisors, Ltd.
      Franklin Templeton Sealand Fund Management Company
      Franklin/Templeton Securities Investment (Sino Am) Inc.
      Franklin Templeton First Taiwan Securities Investment Trust Enterprise
      Lightning Asset Finance Ltd.
      Lightning Finance Company Limited
      China Life Franklin Asset Management Co., Limited
      JJF Equity Fund Management Co., Ltd.
      Vietcombank Fund Management

It is further understood and agreed that notwithstanding anything to the
contrary in this Bond (including, without limitation, Section 10):  (1) the
maximum liability of the Underwriter for any Single Loss sustained by any
Joint Venture shall be limited to that percentage of such Single Loss as is
equal to Franklin Resources, Inc.'s ownership percentage of such Joint
Venture ("Proportionate Loss"), and (2) the Proportionate Loss shall be
subject to the full applicable Deductible Amount set forth in Item 3 of the
Declarations.

It is further understood and agreed that notwithstanding anything to the
contrary above or elsewhere in this Bond (including, without limitation, Item
3 of the Declarations, Section 9, or Section 10), the maximum aggregate
liability of the Underwriter under this Bond with respect to any and all
losses sustained by any and all Joint Ventures shall be Twenty Million
Dollars ($20,000,000).

Except as above stated, nothing herein shall be held to alter, waive or
extend any of the terms of this Bond.

                         ICI MUTUAL INSURANCE COMPANY

                        INVESTMENT COMPANY BLANKET BOND

                                 RIDER NO. 24


- -------------------------------------------------------------------------------
INSURED                                                  BOND NUMBER

FRANKLIN RESOURCES, INC.                                 87170108B
- -------------------------------------------------------------------------------
EFFECTIVE DATE                 BOND PERIOD           AUTHORIZED REPRESENTATIVE

JUNE 30, 2008        JUNE 30, 2008 TO JUNE 30, 2009    /s/ CATHERINE DALTON
===============================================================================

In   consideration  of  the  premium  charged  for  this  Bond,  it  is  hereby
understood and agreed that:

1. At the written request of the named Insured,  any payment in satisfaction of
   loss  covered by said bond  involving  money or other  Property in which the
   Pennsylvania  State  Employees'  Retirement  System has an interest shall be
   paid by an instrument  issued to that  organization and the named Insured as
   joint loss payees, subject to the following conditions and limitation:

   A. The attached  bond is for the sole use and benefit of the named Insured
      as  expressed  herein.  The  organization  named  above  shall  not  be
      considered  as an Insured under the bond,  nor shall it otherwise  have
      any rights or benefits under said bond.

   B. Notwithstanding  any payment  made under the terms of this rider or the
      execution of more than one of such similar  rider,  the amount paid for
      any one loss  occurrence or otherwise in  accordance  with the terms of
      this bond shall not exceed the limits of  liability as set forth in the
      Declarations Page.

   C. Nothing  herein  is  intended  to  alter  the  terms,   conditions  and
      limitations of the bond.

2. Should  this  bond  be  canceled,  reduced,   non-renewed  or  restrictively
   modified by the  Underwriter,  the Underwriter  will endeavor to give thirty
   (30) days advance notice to the organization  named above, but failure to do
   so shall not  impair or delay the  effectiveness  of any such  cancellation,
   reduction,   non-renewal,   or  restrictive  modification,   nor  shall  the
   Underwriter be held liable in any way.

3. Should this bond be canceled or reduced at the request of the  Insured,  the
   Underwriter  will  endeavor to notify the  organization  named above of such
   cancellation  or  reduction,  within 10 business  days after receipt of such
   request,  but  failure to do so shall not impair or delay the  effectiveness
   of such cancellation or reduction,  nor shall the Underwriter be held liable
   in any way.

Except  as  above  stated,  nothing  herein  shall be held to  alter,  waive or
extend any of the terms of this Bond.

                         ICI MUTUAL INSURANCE COMPANY

                        INVESTMENT COMPANY BLANKET BOND

                                 RIDER NO. 25


- -------------------------------------------------------------------------------
INSURED                                                  BOND NUMBER

FRANKLIN RESOURCES, INC.                                 87170108B
- -------------------------------------------------------------------------------
EFFECTIVE DATE                 BOND PERIOD            AUTHORIZED REPRESENTATIVE

JUNE 30, 2008         JUNE 30, 2008 TO JUNE 30, 2009    /s/ CATHERINE DALTON
===============================================================================

In   consideration  of  the  premium  charged  for  this  Bond,  it  is  hereby
understood and agreed that:

    1.  In the  event  that a loss is  covered  under  more  than one bond
        issued to  Franklin  Resources,  Inc.  or any  affiliates  thereof
        issued by ICI Mutual  Insurance  Company,  the total  liability of
        ICI  Mutual  Insurance  Company  under  all  implicated  bonds  in
        combination  shall not exceed the applicable Limit of Liability of
        the  largest  of the  implicated  bonds.  In no  event  shall  the
        applicable  Limits of Liability of each of the implicated bonds be
        added  together  or  otherwise  combined  to  determine  the total
        liability of ICI Mutual Insurance Company.

Except  as  above  stated,  nothing  herein  shall be held to  alter,  waive or
extend any of the terms of this Bond.








                            CERTIFICATE OF SECRETARY

                    Franklin California Tax-Free Income Fund
                       Franklin California Tax-Free Trust
                          Franklin Capital Growth Fund
                            Franklin Custodian Funds
                     Franklin Federal Tax-Free Income Fund
                      Franklin Floating Rate Master Trust
                             Franklin Global Trust
                     Franklin Gold and Precious Metals Fund
                           Franklin High Income Trust
                      Franklin Investors Securities Trust
                             Franklin Managed Trust
                              Franklin Money Fund
                      Franklin Municipal Securities Trust
                         Franklin Mutual Recovery Fund
                          Franklin Mutual Series Funds
                     Franklin New York Tax-Free Income Fund
                        Franklin New York Tax-Free Trust
                     Franklin Real Estate Securities Trust
                     Franklin Strategic Mortgage Portfolio
                           Franklin Strategic Series
                         Franklin Tax-Exempt Money Fund
                            Franklin Tax-Free Trust
                    Franklin Templeton Fund Allocator Series
                        Franklin Templeton Global Trust
                     Franklin Templeton International Trust
                Franklin Templeton Limited Duration Income Trust
                      Franklin Templeton Money Fund Trust
              Franklin Templeton Variable Insurance Products Trust
                            Franklin Universal Trust
                         Franklin Value Investors Trust
                         Institutional Fiduciary Trust
                          The Money Market Portfolios

I, Karen S. Skidmore, Vice President and Secretary or Assistant Secretary of
the above referenced investment companies (each, together with its respective
series, a "Fund" or "Funds") hereby certify that the following is a true and
correct copy of resolutions duly adopted by the Board of Trustees of each
Fund, including a majority of the Trustees who are not "interested persons"
of the Funds, as such term is defined in the Investment Company Act of 1940,
at a Joint Meeting of Directors/Trustees of the Funds held on May 20, 2008,
and further certify that said resolutions are in full force and effect in all
respects, subject in some cases to final approval by the Board of
Directors/Trustees of the minutes of such meetings:

      RESOLVED,  that after  consideration  of the value of the  aggregate
      assets of the Funds to which any  covered  person  may have  access,
      the type and  terms of the  arrangements  made for the  custody  and
      safekeeping of such assets,  and the nature of the securities in the
      Funds' portfolios,  among other factors,  the existing fidelity bond
      joint  coverage  for the  Franklin  Templeton  Group  of  Funds  and
      Franklin  Templeton  non-SEC  registered  funds  in  the  amount  of
      $220,000,000  obtained with the ICI Mutual  Insurance  Company under
      arrangements  providing for a specifically  allocated priority layer
      of $190,000,000  coverage for the Funds and other members of the SEC
      registered  Franklin Templeton Group of Funds be continued,  subject
      to ongoing review; and

      FURTHER RESOLVED,  in accordance with the provisions of subparagraph
      (e) of Rule 17g-1  under the  Investment  Company  Act of 1940,  and
      after  consideration  of  the  number  of  other  parties  named  as
      insureds,  the  nature  of the  business  activities  of such  other
      parties,  the amount of the joint  insured  bond,  the amount of the
      premium for such bond,  the ratable  allocation of the premium among
      all parties named as insureds,  and the extent to which the share of
      the premium  allocated  to each Fund is less than the  premium  such
      Fund  would  have had to pay if it had  provided  and  maintained  a
      single  insured  bond,  among  other  factors,  the  portion  of the
      premium  for said Bond to be paid by each Fund,  be and it hereby is
      approved  as to amount  and shall be the  portion  of the  allocable
      premiums paid by all covered investment  companies  constituting the
      Franklin  Templeton  Group of Funds equal to the percentage that the
      Fund's assets  represent in respect to assets of all of such covered
      investment companies in the aggregate; and

      FURTHER RESOLVED,  that the existing Amended and Restated Allocation
      Agreement  between the Funds and the other covered persons under the
      bond  relating to the sharing of premiums  and division of insurance
      proceeds  in the event of a joint  fidelity  loss,  as  required  by
      subparagraph  (f) of Rule 17g-1,  and  reflecting  the provisions of
      said Bond, is hereby approved and continued; and

      FURTHER RESOLVED,  that the Secretary or any Assistant  Secretary of
      the Funds be,  and he or she hereby is,  authorized,  empowered  and
      directed to make such filings with the U.S.  Securities and Exchange
      Commission  as may be required  from time to time  pursuant to Rules
      under the Investment Company Act of 1940.



                                    /s/ KAREN L. SKIDMORE
                                    Karen L. Skidmore
                                    Vice President and Secretary or
                                    Assistant Secretary

Dated: JULY 30, 2008







                CERTIFICATE OF ASSISTANT SECRETARY OF

                      TEMPLETON GROWTH FUND, INC. ("TGF")
                            TEMPLETON FUNDS ("TF")
                         Templeton World Fund ("TWF")
                        Templeton Foreign Fund ("TFF")
               TEMPLETON GLOBAL SMALLER COMPANIES FUND ("TGSCF")
                        TEMPLETON INCOME TRUST ("TIT")
                      Templeton Global Bond Fund ("TGBF")
                  Templeton International Bond Fund ("TIBF")
                  TEMPLETON DEVELOPING MARKETS TRUST ("TDMT")
                 TEMPLETON GLOBAL OPPORTUNITIES TRUST ("TGOT")
                     TEMPLETON INSTITUTIONAL FUNDS ("TIF")
                         Foreign Equity Series ("FES")
                        Emerging Markets Series ("EMS")
                   Foreign Smaller Companies Series ("FSCS")
                         Global Equity Series ("GES")
                  TEMPLETON GLOBAL INVESTMENT TRUST ("TGIT")
                        Templeton BRIC Fund ("TBRICF")
                        Templeton Income Fund ("TINC")
             Templeton Emerging Markets Small Cap Fund ("TEMSCF")
                      TEMPLETON CHINA WORLD FUND ("TCWF")
                   TEMPLETON EMERGING MARKETS FUND ("TEMF")
                     TEMPLETON GLOBAL INCOME FUND ("TGIF")
               TEMPLETON EMERGING MARKETS INCOME FUND ("TEMIF")
                      TEMPLETON DRAGON FUND, INC. ("TDF")
             TEMPLETON RUSSIA AND EAST EUROPEAN FUND, INC. ("TRF")


      I, Lori A. Weber, Assistant Secretary of the above referenced investment
companies (each, together with its respective series, a "Fund"), hereby
certify that the following is a true and correct copy of resolutions duly
adopted by the Board of Directors/Trustees of each Fund, including a majority
of the Directors/Trustees who are not "interested persons" of the Fund, as
such term is defined in the Investment Company Act of 1940 (the "1940 Act"),
at the regular meetings of Directors/Trustees of each Fund held on May 20,
2008, and further certify that said resolutions are in full force and effect
in all respects, subject to final approval by the Board of Directors/Trustees
of the minutes of such meetings:

           RESOLVED, that after consideration of the value of the
           aggregate assets of the Funds to which any covered person
           may have access, the type and terms of the arrangements
           made for the custody and safekeeping of such assets and
           the nature of the securities in the Funds' portfolios,
           among other factors, the existing fidelity bond joint
           coverage for the Franklin Templeton Group of Funds and
           Franklin Templeton non-U.S. Securities and Exchange
           Commission ("SEC") registered funds in the amount of
           $220,000,000 obtained with the ICI Mutual Insurance
           Company under arrangements providing for a specifically
           allocated priority layer of $190,000,000 coverage for the
           Funds and other members of the SEC registered Franklin
           Templeton Group of Funds be continued, subject to ongoing
           review; and it was further

           RESOLVED, in accordance with the provisions of
           subparagraph (e) of Rule 17g-1 under the 1940 Act, and
           after consideration of the number of other parties named
           as insureds, the nature of the business activities of
           such other parties, the amount of the joint insured bond,
           the amount of the premium for such bond, the ratable
           allocation of the premium among all parties named as
           insureds and the extent to which the share of the premium
           allocated to each Fund is less than the premium such Fund
           would have had to pay if it had provided and maintained a
           single insured bond, among other factors, the portion of
           the premium for said bond to be paid by each Fund be, and
           it hereby is, approved as to amount and shall be the
           portion of the allocable premiums paid by all covered
           investment companies constituting the Franklin Templeton
           Group of Funds equal to the percentage that the Fund's
           assets represent in respect to the assets of all of such
           covered investment companies in the aggregate; and it was
           further

           RESOLVED, that the existing Amended and Restated
           Allocation Agreement between the Funds and the other
           covered persons under the bond relating to the sharing of
           premiums and division of insurance proceeds in the event
           of a joint fidelity loss, as required by subparagraph (f)
           of Rule 17g-1, and reflecting the provisions of said
           Bond, is hereby approved and continued; and it was further

           RESOLVED, that the Secretary or any Assistant Secretary
           of the Funds be, and he or she hereby is, authorized,
           empowered and directed to make such filings with the SEC
           as may be required from time to time pursuant to Rules
           under the 1940 Act.

           And it was further

           RESOLVED, that the participation by the Funds in the
           combined ICI Mutual Directors and Officers/Errors and
           Omissions Liability Insurance Policy in conjunction with
           other members of the Franklin Templeton Group of Funds,
           Franklin Resources and affiliates and specified Franklin
           Templeton non-SEC registered funds, is in the best
           interests of the Funds; and it was further

           RESOLVED, that existing combined ICI Mutual Directors and
           Officers/Errors and Omissions Liability Insurance
           coverage for the Funds and other members of the Franklin
           Templeton Group of Funds, Franklin Resources and
           affiliates and Franklin Templeton non-SEC funds be
           maintained at the current level of $100,000,000; and it
           was further

           RESOLVED, that the current layer of $50,000,000 coverage
           available solely for the benefit of the Independent
           Directors/Trustees of the funds within the Franklin
           Templeton Group of Funds as well as the current
           additional $10,000,000 layer for the benefit of
           Independent Directors/Trustees of both SEC registered
           funds and Franklin Templeton non-SEC funds under the
           Independent Directors Safety Net Insurance Program
           provided under the combined ICI Mutual Directors and
           Officers/Errors and Omissions Liability Insurance, in
           addition to the current $100,000,000 aggregate coverage
           to be continued; and it was further

           RESOLVED, that the proposed allocation to the Funds of
           the premium for such policy as presented to the meetings
           be, and it hereby is, approved as being fair and
           reasonable, based upon each Fund's proportionate share of
           the sum of the premiums that would have been paid if such
           insurance coverage were purchased separately by the
           insured parties, and in compliance with the provisions of
           Rule 17d-1(d)(7) under the 1940 Act.





                               /s/ LORI A. WEBER
                               Lori A. Weber
                               Assistant Secretary

DATED:  July 18, 2008







                          FRANKLIN TEMPLETON SEC REGISTERED FUNDS IN THE USA
                      PREMIUM ALLOCATION BASED ON JUNE 30, 2008 NET ASSET VALUES
                            BOND PERIOD OF JUNE 30, 2008 TO JUNE 30, 2009


                                                                                                   

- ------------------------------------------------------------------------------------------------------------------------------
ADVISOR                         FUND    TIS     NAME OF FUND                                                         BOND
                                                                                                                   PREMIUM
                                                                                                      NAV        ALLOCATION
- ------------------------------------------------------------------------------------------------------------------------------
Franklin Advisors, Inc.             21  4021    Franklin Floating Rate Master Series         $  464,263,262       $  1,083

Franklin Advisors, Inc.            132  4301    Franklin Gold & Precious Metals Fund          2,039,465,007          4,759

Franklin Advisors, Inc.            134  4303    Franklin Capital Growth Fund                  1,335,840,171          3,117


                                                FRANKLIN HIGH INCOME TRUST (1)

Franklin Advisors, Inc.            105  4305    Franklin High Income Fund                     2,490,963,838          5,813


                                                FRANKLIN CUSTODIAN FUNDS (5)

Franklin Investment
Advisory Services                  106  4306    Franklin Growth Fund                          2,575,300,763          6,010

Franklin Advisors, Inc.            107  4307    Franklin Utilities Fund                       2,724,790,629          6,359

Franklin Advisors, Inc.            108  4308    Franklin DynaTech Fund                          549,025,511          1,281

Franklin Advisors, Inc.            109  4309    Franklin Income Fund                         56,934,459,838        132,864

Franklin Advisors, Inc.            110  4110    Franklin US Government Sec. Fund              6,692,380,342         15,618


Franklin Advisors, Inc.            112  4312    Franklin California Tax-Free Income Fund     14,348,090,980         33,483

Franklin Advisors, Inc.            115  4315    Franklin New York Tax-Free Income Fund        5,373,667,156         12,540

Franklin Advisors, Inc.            116  4316    Franklin Federal Tax-Free Income Fund         8,061,402,894         18,812


                                                FRANKLIN TAX-FREE TRUST (24)

Franklin Advisors, Inc.            118  4318    Franklin Massachusetts Insured Tax-Free          47,822,160          1,278
                                                Income  Fund
Franklin Advisors, Inc.            119  4319    Franklin Michigan Insured Tax-Free Income     1,580,226,867          3,688
                                                Fund

Franklin Advisors, Inc.            120  4320    Franklin Minnesota Insured Tax-Free Income      676,005,410          1,578
                                                Fund
Franklin Advisors, Inc.            121  4321    Franklin Insured Tax-Free Income Fund         2,279,966,403          5,321

Franklin Advisors, Inc.            122  4322    Franklin Ohio Insured Tax-Free Income Fund    1,356,043,139          3,165

Franklin Advisors, Inc.            123  4323    Franklin Double Tax-Free Income Fund            583,999,362          1,363

Franklin Advisors, Inc.            126  4726    Franklin Arizona Tax-Free Income Fund         1,075,323,671          2,509

Franklin Advisors, Inc.            127  4327    Franklin Colorado Tax-Free Income Fund          546,064,666          1,274

Franklin Advisors, Inc.            128  4328    Franklin Georgia Tax-Free Income Fund           344,886,503            805

Franklin Advisors, Inc.            129  4329    Franklin Pennsylvania Tax-Free Income Fund      989,828,891          2,310

Franklin Advisors, Inc.            130  4330    Franklin High Yield Tax-Free Income Fund      6,074,263,407         14,175

Franklin Advisors, Inc.            154  4354    Franklin Federal Limited Term Tax-Free Income    62,871,465            147

Franklin Advisors, Inc.            160  4360    Franklin Missouri Tax-Free Income Fund          761,146,126          1,776

Franklin Advisors, Inc.            161  4361    Franklin Oregon Tax-Free Income Fund            894,393,044          2,087

Franklin Advisors, Inc.            163  4363    Franklin Virginia Tax-Free Income Fund          598,527,923          1,397

Franklin Advisors, Inc.            164  4364    Franklin Alabama Tax-Free Income Fund           288,001,482            672

Franklin Advisors, Inc.            165  4365    Franklin Florida Tax-Free Income Fund         1,476,623,577          3,446

Franklin Advisors, Inc.            166  4366    Franklin Connecticut Tax-Free Income Fund       416,631,593            972

Franklin Advisors, Inc.            168  4368    Franklin Louisiana Tax-Free Income Fund         301,066,984            703

Franklin Advisors, Inc.            169  4369    Franklin Maryland Tax-Free Income Fund          550,272,302          1,284

Franklin Advisors, Inc.            170  4370    Franklin North Carolina Tax-Free Income Fund    895,031,242          2,089

Franklin Advisors, Inc.            171  4371    Franklin New Jersey Tax-Free Income Fund      1,431,888,151          3,342

Franklin Advisors, Inc.            172  4172    Franklin Kentucky Tax-Free Income Fund          161,249,746            376

Franklin Advisors, Inc.            174  4174    Franklin Federal Intermediate-Term Tax-Free     814,913,667          1,902
                                                Income Fund


                                                FRANKLIN CALIFORNIA TAX-FREE TRUST (4)

Franklin Advisors, Inc.            124  4324    Franklin Calif. Insured Tax-Free Income Fund  2,088,969,834          4,875

Franklin Advisors, Inc.            125  4325    Franklin Calif. Tax-Exempt Money Fund           713,105,100          1,664

Franklin Advisors, Inc.            152  4152    Franklin Calif. Intermediate-Term Tax-Free      555,016,175          1,295
                                                Income Fund

Franklin Advisors, Inc.            155  4155    Franklin Calif. Limited Term Tax-Free Income     24,972,548             58
                                                Fund


                                                FRANKLIN NEW YORK TAX-FREE TRUST (4)

Franklin Advisors, Inc.            131  4331    Franklin New York Tax -Exempt Money Fund         72,292,200            169

Franklin Advisors, Inc.            153  4153    Franklin New York Intermediate-Term Tax-Free     35,084,402            782
                                                Income Fund

Franklin Advisors, Inc.            156  4156    Franklin New York Limited Tax-Free Income Fund   23,717,644             55

Franklin Advisors, Inc.            181  4181    Franklin New York Insured Tax-Free Income Fund  571,449,808          1,334


                                                FRANKLIN GLOBAL TRUST (9)

Fiduciary International Inc.        64  5567    Fiduciary  Large Capitalization Growth and       78,402,864            183
                                                Income Fund

Fiduciary International Inc.        66  5566    Fiduciary Small Capitalization Equity Fund       24,208,638             56

Fiduciary International Inc.        67  4469    Franklin Templeton High Income Fund               5,844,394             14

Franklin Templeton Institutiona                 Franklin International Growth Fund
                                   429  12517                                                     4,649,146             11

Fiduciary International Inc.       664  4470    Franklin Templeton Core Plus Fixed Income Fund  104,749,538            244

Fiduciary International Inc.       667  4471    Franklin Templeton Core Fixed Income Fund        17,484,747             41

Franklin Advisors, Inc.            681  4643    Franklin Internation Small Cap Growth Fund       24,364,988             57

Franklin Templeton Institutiona    495  4496    Franklin Global Real Estate Fund                100,276,120            234

Franklin Templeton Investment
Management Limited                 699  4493    Franklin Templeton Emerging Mrkt Debt Opp Fd     80,003,735            187

                                                FRANKLIN INVESTORS SECURITIES TRUST (9)

Franklin Advisors, Inc.            136  4336    Franklin Limited Maturity U.S. Govt Sec. Fund   244,239,921            570

Franklin Advisors, Inc.            137  4337    Franklin Convertible Securities Fund            859,614,569          2,006

Franklin Advisors, Inc.            138  4338    Franklin Adjustable U.S. Government Secs Fund   460,984,777          1,076

Franklin Advisors, Inc.            139  4339    Franklin Equity Income Fund                     810,675,762          1,892

Franklin Advisors, Inc.            401  4991    Franklin Low Duration Total Return Fund          27,070,523             63

Franklin Advisors, Inc.            423  4990    Franklin Real Return Fund                       243,302,133            568

Franklin Advisors, Inc.            424  4586    Franklin Balanced Fund                           60,675,996            142

Franklin Advisors, Inc.            460  4460    Franklin Total Return Fund                    1,399,533,526          3,266

Franklin Advisors, Inc.            489  4489    Franklin Floating Rate Daily Access Fund      1,484,208,419          3,464


                                                FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS
                                                TRUST (23)

Franklin Advisors, Inc.            714  4834    Franklin Zero-Coupon Fund - 2010                119,551,984            279

Templeton Investment Council,
LLC                                715  155     Templeton Global Asset Allocation Fund          123,702,221            289

Templeton Asset Management Ltd.    717  381     Templeton Developing Markets Securities Fund  1,370,831,295          3,384

Templeton Investment Council,
LLC                                719  523     Templeton Foreign Securities Fund             3,522,906,530          8,221

Franklin Advisors, Inc.            721  4843    Franklin Large Cap Growth Securities Fund       607,558,696          1,418

Franklin Advisors, Inc.            723  4842    Franklin Smal-Mid Cap Growth Sec. Fund        1,163,615,136          2,715

Franklin Advisory Services LLC     728  4411    Franklin Large Cap Value Securities  Fund        39,548,172             92

Franklin Advisors, Inc.            729  4410    Franklin Flex Cap Growth Securities  Fund       264,505,233            617

Templeton Global Advisors
Limited                            739  4840    Templeton Growth Securities Fund              2,952,869,483          7,290

Franklin Advisors, Inc.            741  4827    Templeton Global Income Securities Fund       1,096,180,256          2,558

Franklin Mutual Advisers, LLC.     743  4846    Mutual Shares Securities Fund                 5,198,490,035         12,131

Franklin Advisors, Inc.            745  4821    Franklin Money Market Fund                       36,870,874             86

Franklin Mutual Advisers, LLC.     753  4845    Mutual Discovery Securities Fund              1,735,938,908          4,051

Franklin Advisors, Inc.            755  4825    Franklin Global Communications Securities Fund  224,176,351            523

Franklin Advisors, Inc.            767  4822    Franklin Growth & Income Securities Fund        489,453,820          1,142

Franklin Advisors, Inc.            769  4829    Franklin Income Securities Fund               7,700,621,124         17,970

Franklin Advisors, Inc.            771  4824    Franklin Global Real Estate Fund                693,911,589          1,619

Franklin Advisory Services LLC     773  4836    Franklin Rising Dividends Securities Fund     1,993,492,375          4,652

Franklin Advisory Services LLC     775  4848    Franklin Small Cap Value Securities Fund      1,147,119,353          2,677

Franklin Advisors, Inc.            777  4826    Franklin High Income Securities Fund            189,263,668            442

Franklin Advisors, Inc.            779  4884    Franklin Strategic Income Securities  Fund    1,160,511,873          2,708

Franklin Advisors, Inc.            781  4830    Franklin U.S. Gov't Fund                        547,516,713          1,278

Franklin Advisors, Inc.            783  11536   Franklin Templeton VIP Founding Funds
                                                Allocation Fund                                 391,930,023            915


                                                FRANKLIN MUNICIPAL SECURITIES TRUST (2)

Franklin Advisors, Inc.            175  4175    Franklin CA High Yield Municipal Fund         1,553,768,397          3,626

Franklin Advisors, Inc.            420  4220    Franklin TN Municipal Bond Fund                 199,728,817            466


                                                FRANKLIN MANAGED TRUST (1)

Franklin Advisory Services LLC     158  4358    Franklin Rising Dividends Fund                2,221,963,643          5,185


                                                FRANKLIN TEMPLETON LIMITED DURATION INCOME
                                                TRUST (1)

Franklin Advisors, Inc.            3637  4472   Franklin Templeton Limited Duration Income      346,521,005            809
                                                Trust


                                                FRANKLIN TEMPLETON INTERNATIONAL TRUST (3)

Franklin Advisors, Inc.            141  12054   Franklin India Growth Fund                       48,687,746            114

Franklin Templeton Investments
Corp.                              191  4191    Templeton Foreign Smaller Companies Fund        344,968,294            852

Franklin Advisors, Inc.            467  2800    Templeton Global Long - Short Fund              244,013,204            569

                                                FRANKLIN STRATEGIC SERIES (11)

Franklin Advisors, Inc.            180  4180    Franklin Flex Cap Growth Fund                 2,811,242,855          6,560

Franklin Advisors, Inc.            194  4194    Franklin Strategic Income Fund                3,235,343,824          7,550

Franklin Advisors, Inc.            197  4197    Franklin Global Communications Fund             102,637,256            240

Franklin Advisors, Inc.            198  4198    Franklin Small-Mid Cap Growth Fund            5,483,913,708         12,797

Franklin Advisors, Inc.            199  4199    Franklin Global Healthcare Fund                 137,247,365            320

Franklin Advisors, Inc.            402  4402    Franklin Biotechnology Discovery Fund           333,618,975            779

Franklin Advisors, Inc.            403  4403    Franklin Natural Resources Fund               1,090,243,069          2,544
                                                Franklin Focused Core Equity Fund
Franklin Advisors, Inc.            443  12053                                                     4,858,747             11

Franklin Advisors, Inc.            462  4462    Franklin Growth Opportunities Fund              308,768,018            721

Franklin Advisors, Inc.            463  4463    Franklin Technology Fund                         56,879,169            133

Franklin Advisors, Inc.            465  4465    Franklin Small Cap Growth Fund II               579,166,977          1,352


                                                FRANKLIN VALUE INVESTORS TRUST (6)

Franklin Advisory Services LLC     150  4150    Franklin Balance Sheet Investment Fund        3,560,070,726          8,308

Franklin Advisory Services LLC     189  4189    Franklin MicroCap Value Fund                    378,147,608            882

Franklin Advisory Services LLC     422  4297    Franklin MidCapValue Fund                        76,581,471            179

Franklin Advisory Services LLC     448  11579   Franklin All Cap Value Fund                      12,860,269             30

Franklin Advisory Services LLC     480  4480    Franklin Large Cap Value Fund                   175,687,819            410

Franklin Advisory Services LLC     482  4282    Franklin Small Cap Value Fund                 1,202,756,767          2,807


Franklin Advisors, Inc.              2  4002    Franklin Universal Trust                        182,995,544            427

Franklin Advisors, Inc.            111  4311    Franklin Money Fund                           2,489,448,004          5,809

Franklin Advisors, Inc.            114  4314    Franklin Tax-Exempt Money Fund                  167,779,027            392

Franklin Advisors, Inc.            157  4157    Franklin Strategic Mortgage Portfolio           191,326,605            446

Franklin Advisors, Inc.            192  4192    Franklin Real Estate Securities Trust           407,638,442            951

                                                FRANKLIN TEMPLETON MONEY FUND TRUST (1)

Franklin Advisors, Inc.            311  4511    Franklin Templeton Money Fund                   292,348,784            682


                                                INSTITUTIONAL FIDUCIARY TRUST (2)

Franklin Advisors, Inc.            140  4340    Money Market Portfolio                        4,078,167,317          9,517

Franklin Advisors, Inc.            149  4149    Franklin Cash Reserves Fund                     150,098,847            350

                                                Franklin Templeton Fund Allocator Series
                                                (10)(FTFAS)

Franklin Advisors, Inc.            185  723     Franklin Templeton Perspectives Allocation Fund 276,687,640            646

Franklin Advisors, Inc.            427  4389    FTFAS-Franklin Templeton 2015 Retirement Target  16,757,642             39
                                                Fund

Franklin Advisors, Inc.            445  4390    FTFAS-Franklin Templeton 2025 Retirement Target  13,728,131             32
                                                Fund

Franklin Advisors, Inc.            446  4391    FTFAS-Franklin Templeton 2035 Retirement Target   7,742,898             18
                                                Fund

Franklin Advisors, Inc.            451  4392    FTFAS-Franklin Templeton 2045 Retirement Target   4,563,295             11
                                                Fund

Franklin Advisors, Inc.            470  4467    Franklin Templeton Corefolio Allocation Fund    633,744,096          1,479

Franklin Advisors, Inc.            481  4468    Franklin Templeton Founding Funds Allocation 13,363,886,554         31,186
                                                Fund

Franklin Advisors, Inc.            484  4484    Franklin Templeton Conservative Target Fund     457,240,665          1,067

Franklin Advisors, Inc.            485  4485    Franklin Templeton Moderate Target Fund         728,491,483          1,700

                                   486  4486    Franklin Templeton Growth Target Fund           544,837,522          1,271

                                                THE MONEY MARKET PORFOLIOS (1) (TMMP)

Franklin Advisors, Inc.            184  4184    Money Market Portfolio                        7,013,568,325         16,367

                                                FRANKLIN TEMPLETON GLOBAL TRUST (1)

Franklin Advisors, Inc.            412  4212    Franklin Templeton Hard Currency Fund           691,359,987          1,613


Franklin Mutual Advisers, LLC.     471  4447    Franklin Mutual Recovery Fund                   375,985,938            877


Templeton Global Advisors
Limited                            101  105     Templeton Growth Fund, Inc.                  28,919,932,032         71,396

Franklin Templeton
Investments Corp.                  103  30      Templeton Global Smaller Companies Fund       1,190,628,834          2,939


                                                TEMPLETON FUNDS (2)
Templeton Global Advisors
Limited                            102  31      Templeton World Fund                          8,163,722,626         20,154

Templeton Global Advisors
Limited                            104  37      Templeton Foreign Fund                       10,003,707,914         24,697

Templeton Investment
Counsel, LLC
                                   415  201     Templeton Global Opportunities Trust          1,081,859,485          2,525


                                                TEMPLETON INCOME TRUST (2)

Franklin Advisors, Inc.            406  97      Templeton Global Bond Fund                   10,625,609,804         24,796

Franklin Advisors, Inc.            447  12052   Templeton International Bond Fund                15,128,388             35


                                                TEMPLETON GLOBAL INVESTMENT TRUST (3)

                                                Templeton BRIC Fund
Templeton Asset Management Ltd.    405  4494                                                    941,134,567          2,323
                                                Templeton Income Fund
Templeton Global Advisors Limited  425  4290                                                  1,013,237,383          2,501
                                                Templeton Emerging Markets Small Cap Fund
Templeton Asset Management Ltd.    426  4398                                                     96,106,002            237

Templeton Investment Counsel, LLC               TEMPLETON INSTITUTIONAL FUNDS (4)

Templeton Investment Council, LLC  442  12332   Global Equity Series                            118,286,005            276

Templeton Investment Council, LLC  454  243     Foreign Equity Series                         7,448,793,181         17,383

Templeton Asset Management Ltd.    456  540     Emerging Markets Series Fund                  2,600,292,992          6,419

Franklin Advisors, Inc.            458  4562    Foreign Smaller Companies Series                122,533,933            286



Franklin Advisors, Inc.            946  146     Templeton Global Income Fund                  1,146,189,931          2,675

Franklin Advisors, Inc.            555  555     Templeton Emerging Markets Income Fund          670,023,676          1,564

Templeton Asset Management Ltd.    581  581     Templeton Dragon Fund, Inc.                   1,088,812,969          2,688

Templeton Asset Management Ltd.    911  111     Templeton Emerging Markets Fund                 392,295,556            968

Templeton Asset Management Ltd.    711  505     Templeton Developing Markets Trust            4,354,422,366         10,750

Templeton Asset Management Ltd.    188  4473    Templeton China World Fund                      938,407,568          2,317

Templeton Asset Management Ltd.    337  337     Templeton Russia & East European Fund, Inc.     341,971,870            844


Franklin Mutual Advisers, LLC.                  FRANKLIN MUTUAL SERIES FUND (6)

Franklin Mutual Advisers, LLC.     474  435     Mutual Shares Fund                           20,891,236,271         48,753

Franklin Mutual Advisers, LLC.     475  434     Mutual Qualified Fund                         5,586,257,932         13,036

Franklin Mutual Advisers, LLC.     476  431     Mutual Beacon Fund                            6,304,876,500         14,713

Franklin Mutual Advisers, LLC.     477  432     Mutual Discovery Fund                        15,621,926,779         36,456

Franklin Mutual Advisers, LLC.     478  433     Mutual European Fund                          2,506,220,594          5,849

                                   479  666     Mutual Financial Services Fund                  667,335,651          1,557

                                                                                         -----------------------------------------
                                                TOTAL:                                   $  360,931,184,669     $  851,025
                                                                                         =========================================









               FRANKLIN TEMPLETON SEC REGISTERED FUNDS IN THE USA

                          FIDELITY BOND LIMIT SCHEDULE

                       BASED ON 6/30/2008 NET ASSET VALUES



                                                                                              
                                                                                                                Minimum Bond
                                                                                                                Amount Req'd
                                                                                                                by Rule 17g-1
ADVISOR                           FUND  TIS     NAME OF FUND                                           NAV      (Per Series)
- ---------------------------------------------------------------------------------------------------------------------------------

Franklin Advisors, Inc.            21 4021    Franklin Floating Rate Master Series      $       464,263,262       $750,000

Franklin Advisors, Inc.           132 4301    Franklin Gold & Precious Metals Fund            2,039,465,007      1,700,000

Franklin Advisors, Inc.           134 4303    Franklin Capital Growth Fund                    1,335,840,171      1,250,000


                                              FRANKLIN HIGH INCOME TRUST (1)

Franklin Advisors, Inc.           105 4305    Franklin High Income Fund                       2,490,963,838      1,700,000


                                              FRANKLIN CUSTODIAN FUNDS (5)
Franklin Investment
Advisory Services                 106 4306    Franklin Growth Fund                            2,575,300,763      1,900,000

Franklin Advisors, Inc.           107 4307    Franklin Utilities Fund                         2,724,790,629      1,900,000

Franklin Advisors, Inc.           108 4308    Franklin DynaTech Fund                            549,025,511        900,000

Franklin Advisors, Inc.           109 4309    Franklin Income Fund                           56,934,459,838      2,500,000

Franklin Advisors, Inc.           110 4110    Franklin US Government Sec. Fund                6,692,380,342      2,500,000


Franklin Advisors, Inc.           112 4312    Franklin California Tax-Free Income Fund       14,348,090,980      2,500,000

Franklin Advisors, Inc.           115 4315    Franklin New York Tax-Free Income Fund          5,373,667,156      2,500,000

Franklin Advisors, Inc.           116 4316    Franklin Federal Tax-Free Income Fund           8,061,402,894      2,500,000


                                              FRANKLIN TAX-FREE TRUST (24)

Franklin Advisors, Inc.           118 4318    Franklin Massachusetts Insured Tax-Free
                                              Income Fund                                       547,822,160        900,000

Franklin Advisors, Inc.           119 4319    Franklin Michigan Insured Tax-Free
                                              Income Fund                                     1,580,226,867      1,500,000

Franklin Advisors, Inc.           120 4320    Franklin Minnesota Insured Tax-Free
                                              Income Fund                                       676,005,410        900,000

Franklin Advisors, Inc.           121 4321    Franklin Insured Tax-Free Income Fund           2,279,966,403      1,700,000

Franklin Advisors, Inc.           122 4322    Franklin Ohio Insured Tax-Free Income
                                              Fund                                            1,356,043,139      1,250,000

Franklin Advisors, Inc.           123 4323    Franklin Double Tax-Free Income Fund              583,999,362        900,000

Franklin Advisors, Inc.           126 4726    Franklin Arizona Tax-Free Income Fund           1,075,323,671      1,250,000

Franklin Advisors, Inc.           127 4327    Franklin Colorado Tax-Free Income Fund            546,064,666        900,000

Franklin Advisors, Inc.           128 4328    Franklin Georgia Tax-Free Income Fund             344,886,503        750,000

Franklin Advisors, Inc.           129 4329    Franklin Pennsylvania Tax-Free Income Fund        989,828,891      1,000,000

Franklin Advisors, Inc.           130 4330    Franklin High Yield Tax-Free Income Fund        6,074,263,407      2,500,000

Franklin Advisors, Inc.           154 4354    Franklin Federal Limited Term Tax-Free
                                              Income                                             62,871,465        400,000

Franklin Advisors, Inc.           160 4360    Franklin Missouri Tax-Free Income Fund            761,146,126      1,000,000

Franklin Advisors, Inc.           161 4361    Franklin Oregon Tax-Free Income Fund              894,393,044      1,000,000

Franklin Advisors, Inc.           163 4363    Franklin Virginia Tax-Free Income Fund            598,527,923        900,000


Franklin Advisors, Inc.           164 4364    Franklin Alabama Tax-Free Income Fund             288,001,482        750,000


Franklin Advisors, Inc.           165 4365    Franklin Florida Tax-Free Income Fund           1,476,623,577      1,250,000


Franklin Advisors, Inc.           166 4366    Franklin Connecticut Tax-Free Income Fund         416,631,593        750,000


Franklin Advisors, Inc.           168 4368    Franklin Louisiana Tax-Free Income Fund           301,066,984        750,000


Franklin Advisors, Inc.           169 4369    Franklin Maryland Tax-Free Income Fund            550,272,302        900,000


Franklin Advisors, Inc.           170 4370    Franklin North Carolina Tax-Free Income Fund      895,031,242      1,000,000


Franklin Advisors, Inc.           171 4371    Franklin New Jersey Tax-Free Income Fund        1,431,888,151      1,250,000


Franklin Advisors, Inc.           172 4172    Franklin Kentucky Tax-Free Income Fund            161,249,746        600,000


Franklin Advisors, Inc.           174 4174    Franklin Federal Intermediate-Term Tax-Free
                                              Income Fund                                       814,913,667      1,000,000


                                              FRANKLIN CALIFORNIA TAX-FREE TRUST (4)

Franklin Advisors, Inc.           124 4324    Franklin Calif. Insured Tax-Free Income Fund    2,088,969,834      1,700,000

Franklin Advisors, Inc.           125 4325    Franklin Calif. Tax-Exempt Money Fund             713,105,100        900,000

Franklin Advisors, Inc.           152 4152    Franklin Calif. Intermediate-Term Tax-Free
                                              Income Fund                                       555,016,175        900,000

Franklin Advisors, Inc.           155 4155    Franklin Calif. Limited Term Tax-Free
                                              Income Fund                                        24,972,548        250,000


                                              FRANKLIN NEW YORK TAX-FREE TRUST (4)

Franklin Advisors, Inc.           131 4331    Franklin New York Tax -Exempt Money Fund           72,292,200        400,000


Franklin Advisors, Inc.           153 4153    Franklin New York Intermediate-Term
                                              Tax-Free Income Fund                              335,084,402        750,000


Franklin Advisors, Inc.           156 4156    Franklin New York Limited Tax-Free
                                              Income Fund                                        23,717,644        250,000


Franklin Advisors, Inc.           181 4181    Franklin New York Insured Tax-Free
                                              Income Fund                                       571,449,808        900,000


                                              FRANKLIN GLOBAL TRUST (9)

Fiduciary International Inc.       64 5567    Fiduciary  Large Capitalization Growth and
                                              Income Fund                                        78,402,864        450,000

Fiduciary International Inc.       66 5566    Fiduciary Small Capitalization Equity Fund         24,208,638        250,000

Fiduciary International Inc.       67 4469    Franklin Templeton High Income Fund                 5,844,394        150,000

Franklin Templeton Institutional,
LLC                              429 12517    Franklin International Growth Fund                  4,649,146        125,000

Fiduciary International Inc.      664 4470    Franklin Templeton Core Plus Fixed Income Fun     104,749,538        525,000

Fiduciary International Inc.      667 4471    Franklin Templeton Core Fixed Income Fund          17,484,747        225,000

Franklin Advisors, Inc.           681 4643    Franklin Internation Small Cap Growth Fund         24,364,988        250,000

Franklin Templeton Institutional
LLC                               495 4496    Franklin Global Real Estate Fund                  100,276,120        525,000

Franklin Templeton Investment
Management Limited                699 4493    Franklin Templeton Emerging Mrkt Debt Opp Fd       80,003,735        450,000


                                              FRANKLIN INVESTORS SECURITIES TRUST (9)

Franklin Advisors, Inc.           136 4336    Franklin Limited Maturity U.S. Govt Sec. Fund     244,239,921        600,000

Franklin Advisors, Inc.           137 4337    Franklin Convertible Securities Fund              859,614,569      1,000,000

Franklin Advisors, Inc.           138 4338    Franklin Adjustable U.S. Government Secs Fund     460,984,777        750,000

Franklin Advisors, Inc.           139 4339    Franklin Equity Income Fund                       810,675,762      1,000,000

Franklin Advisors, Inc.           401 4991    Franklin Low Duration Total Return Fund            27,070,523        300,000

Franklin Advisors, Inc.           423 4990    Franklin Real Return Fund                         243,302,133        600,000

Franklin Advisors, Inc.           424 4586    Franklin Balanced Fund                             60,675,996        400,000

Franklin Advisors, Inc.           460 4460    Franklin Total Return Fund                      1,399,533,526      1,250,000

Franklin Advisors, Inc.           489 4489    Franklin Floating Rate Daily Access Fund        1,484,208,419      1,250,000


                                              FRANKLIN TEMPLETON VARIABLE INSURANCE
                                              PRODUCTS TRUST (23)

Franklin Advisors, Inc.           714 4834    Franklin Zero-Coupon Fund - 2010                  119,551,984        525,000

Templeton Investment Council,
LLC                               715 155     Templeton Global Asset Allocation Fund            123,702,221        525,000

Templeton Asset Management Ltd.   717 381     Templeton Developing Markets Securities Fund    1,370,831,295      1,250,000

Templeton Investment Council,
LLC                               719 523     Templeton Foreign Securities Fund               3,522,906,530      2,300,000

Franklin Advisors, Inc.           721 4843    Franklin Large Cap Growth Securities Fund         607,558,696        900,000

Franklin Advisors, Inc.           723 4842    Franklin Smal-Mid Cap Growth Sec. Fund          1,163,615,136        125,000

Franklin Advisory Services LLC    728 4411    Franklin Large Cap Value Securities  Fund          39,548,172        350,000

Franklin Advisors, Inc.           729 4410    Franklin Flex Cap Growth Securities  Fund         264,505,233        750,000

Templeton Global Advisors Limited 739 4840    Templeton Growth Securities Fund                2,952,869,483      1,900,000

Franklin Advisors, Inc.           741 4827    Templeton Global Income Securities Fund         1,096,180,256      1,250,000

Franklin Mutual Advisers, LLC.    743 4846    Mutual Shares Securities Fund                   5,198,490,035      2,500,000

Franklin Advisors, Inc.           745 4821    Franklin Money Market Fund                         36,870,874        350,000

Franklin Mutual Advisers, LLC.    753 4845    Mutual Discovery Securities Fund                1,735,938,908      1,500,000

Franklin Advisors, Inc.           755 4825    Franklin Global Communications Securities Fun     224,176,351        600,000

Franklin Advisors, Inc.           767 4822    Franklin Growth & Income Securities Fund          489,453,820        750,000

Franklin Advisors, Inc.           769 4829    Franklin Income Securities Fund                 7,700,621,124      2,500,000

Franklin Advisors, Inc.           771 4824    Franklin Global Real Estate Fund                  693,911,589        900,000

Franklin Advisory Services
LLC                               773 4836    Franklin Rising Dividends Securities Fund       1,993,492,375      1,500,000

Franklin Advisory Services
LLC                               775 4848    Franklin Small Cap Value Securities Fund        1,147,119,353      1,250,000

Franklin Advisors, Inc.           777 4826    Franklin High Income Securities Fund              189,263,668        600,000

Franklin Advisors, Inc.           779 4884    Franklin Strategic Income Securities  Fund      1,160,511,873      1,250,000

Franklin Advisors, Inc.           781 4830    Franklin U.S. Gov't Fund                          547,516,713        900,000

Franklin Advisors, Inc.           783 11536   Franklin Templeton VIP Founding Funds
                                              Allocation Fund                                   391,930,023        750,000




                                              FRANKLIN MUNICIPAL SECURITIES TRUST (2)

Franklin Advisors, Inc.           175 4175    Franklin CA High Yield Municipal Fund           1,553,768,397      1,500,000

Franklin Advisors, Inc.           420 4220    Franklin TN Municipal Bond Fund                   199,728,817        600,000


                                              FRANKLIN MANAGED TRUST (1)

Franklin Advisory Services LLC    158 4358    Franklin Rising Dividends Fund                  2,221,963,643      1,700,000


                                              FRANKLIN TEMPLETON LIMITED DURATION
                                              INCOME TRUST (1)

Franklin Advisors, Inc.          3637 4472    Franklin Templeton Limited Duration Income
                                              Trust                                             346,521,005        750,000


                                              FRANKLIN TEMPLETON INTERNATIONAL TRUST (3)

Franklin Advisors, Inc.           141 12054   Franklin India Growth Fund                         48,687,746        350,000

Franklin Templeton Investments Co 191 4191    Templeton Foreign Smaller Companies Fund          344,968,294        750,000

Franklin Advisors, Inc.           467 2800    Templeton Global Long - Short Fund                244,013,204        600,000


                                              FRANKLIN STRATEGIC SERIES (11)

Franklin Advisors, Inc.           180 4180    Franklin Flex Cap Growth Fund                   2,811,242,855      1,900,000

Franklin Advisors, Inc.           194 4194    Franklin Strategic Income Fund                  3,235,343,824      2,100,000

Franklin Advisors, Inc.           197 4197    Franklin Global Communications Fund               102,637,256        525,000

Franklin Advisors, Inc.           198 4198    Franklin Small-Mid Cap Growth Fund              5,483,913,708      2,500,000

Franklin Advisors, Inc.           199 4199    Franklin Global Healthcare Fund                   137,247,365        525,000

Franklin Advisors, Inc.           402 4402    Franklin Biotechnology Discovery Fund             333,618,975        750,000

Franklin Advisors, Inc.           403 4403    Franklin Natural Resources Fund                 1,090,243,069      1,250,000

Franklin Advisors, Inc.           443 12053   Franklin Focused Core Equity Fund                   4,858,747        125,000

Franklin Advisors, Inc.           462 4462    Franklin Growth Opportunities Fund                308,768,018        750,000

Franklin Advisors, Inc.           463 4463    Franklin Technology Fund                           56,879,169        400,000

Franklin Advisors, Inc.           465 4465    Franklin Small Cap Growth Fund II                 579,166,977        900,000


                                              FRANKLIN VALUE INVESTORS TRUST (6)
Franklin Advisory Services
LLC                                150 4150   Franklin Balance Sheet Investment Fund          3,560,070,726      2,300,000

Franklin Advisory Services
LLC                                189 4189   Franklin MicroCap Value Fund                      378,147,608        750,000

Franklin Advisory Services
LLC                                422 4297   Franklin MidCapValue Fund                          76,581,471        450,000

Franklin Advisory Services
LLC                                448 11579  Franklin All Cap Value Fund                        12,860,269        200,000

Franklin Advisory Services
LLC                                480 4480   Franklin Large Cap Value Fund                     175,687,819        600,000

Franklin Advisory Services
LLC                                482 4282   Franklin Small Cap Value Fund                   1,202,756,767      1,250,000


Franklin Advisors, Inc.              2 4002   Franklin Universal Trust                          182,995,544        600,000

Franklin Advisors, Inc.            111 4311   Franklin Money Fund                             2,489,448,004      1,700,000

Franklin Advisors, Inc.            114 4314   Franklin Tax-Exempt Money Fund                    167,779,027        600,000

Franklin Advisors, Inc.            157 4157   Franklin Strategic Mortgage Portfolio             191,326,605        600,000

Franklin Advisors, Inc.            192 4192   Franklin Real Estate Securities Trust             407,638,442        750,000


                                              FRANKLIN TEMPLETON MONEY FUND TRUST (1)

Franklin Advisors, Inc.           311 4511    Franklin Templeton Money Fund                     292,348,784        750,000


                                              INSTITUTIONAL FIDUCIARY TRUST (2)

Franklin Advisors, Inc.           140 4340    Money Market Portfolio                           4,078,167,317      2,500,000

Franklin Advisors, Inc.           149 4149    Franklin Cash Reserves Fund                        150,098,847        600,000


                                              FRANKLIN TEMPLETON FUND ALLOCATOR SERIES
                                              (10) (FTFAS)

Franklin Advisors, Inc.           185 723     Franklin Templeton Perspectives Allocation Fund    276,687,640        750,000

Franklin Advisors, Inc.           427 4389    FTFAS-Franklin Templeton 2015 Retirement
                                              Target Fund                                         16,757,642        225,000

Franklin Advisors, Inc.           445 4390    FTFAS-Franklin Templeton 2025 Retirement
                                              Target Fund                                         13,728,131        200,000

Franklin Advisors, Inc.           446 4391    FTFAS-Franklin Templeton 2035 Retirement
                                              Target Fund                                          7,742,898        175,000

Franklin Advisors, Inc.           451 4392    FTFAS-Franklin Templeton 2045 Retirement
                                              Target Fund                                          4,563,295        125,000

Franklin Advisors, Inc.           470 4467    Franklin Templeton Corefolio Allocation Fund       633,744,096        900,000

Franklin Advisors, Inc.           481 4468    Franklin Templeton Founding Funds Allocation
                                              Fund                                            13,363,886,554      2,500,000

Franklin Advisors, Inc.           484 4484    Franklin Templeton Conservative Target Fund        457,240,665        750,000

Franklin Advisors, Inc.           485 4485    Franklin Templeton Moderate Target Fund            728,491,483        900,000

                                  486 4486    Franklin Templeton Growth Target Fund              544,837,522        900,000


                                              THE MONEY MARKET PORFOLIOS (1) (TMMP)

Franklin Advisors, Inc.           184 4184    Money Market Portfolio                           7,013,568,325      2,500,000


                                              FRANKLIN TEMPLETON GLOBAL TRUST (1)

Franklin Advisors, Inc.           412 4212    Franklin Templeton Hard Currency Fund              691,359,987        900,000


Franklin Mutual Advisers, LLC.    471 4447    Franklin Mutual Recovery Fund                      375,985,938        750,000


Templeton Global Advisors Limited 101 105     Templeton Growth Fund, Inc.                     28,919,932,032      2,500,000

Franklin Templeton Investments
Corp.                              103 30     Templeton Global Smaller Companies Fund          1,190,628,834      1,500,000


                                              TEMPLETON FUNDS (2)

Templeton Global Advisors Limited 102 31      Templeton World Fund                             8,163,722,626      2,500,000

Templeton Global Advisors Limited 104 37      Templeton Foreign Fund                          10,003,707,914      2,500,000


Templeton Investment Counsel, LLC 415 201     Templeton Global Opportunities Trust             1,081,859,485      1,250,000


                                              TEMPLETON INCOME TRUST (2)

Franklin Advisors, Inc.           406 97      Templeton Global Bond Fund                      10,625,609,804      2,500,000

Franklin Advisors, Inc.           447 12052   Templeton International Bond Fund                   15,128,388        225,000


                                              TEMPLETON GLOBAL INVESTMENT TRUST (3)

Templeton Asset Management Ltd.   405 4494    Templeton BRIC Fund                                941,134,567      1,000,000

Templeton Global Advisors Limited 425 4290    Templeton Income Fund                            1,013,237,383      1,250,000

Templeton Asset Management Ltd.   426 4398    Templeton Emerging Markets Small Cap Fund           96,106,002        450,000


Templeton Investment Counsel, LLC             TEMPLETON INSTITUTIONAL FUNDS (4)

Templeton Investment Council, LLC 442 12332   Global Equity Series                               118,286,005        525,000

Templeton Investment Council, LLC 454 243     Foreign Equity Series                            7,448,793,181      2,500,000

Templeton Asset Management Ltd.   456 540     Emerging Markets Series Fund                     2,600,292,992      1,900,000

Franklin Advisors, Inc.           458 4562    Foreign Smaller Companies Series                   122,533,933        525,000


Franklin Advisors, Inc.           946 146     Templeton Global Income Fund                     1,146,189,931      1,250,000

Franklin Advisors, Inc.           555 555     Templeton Emerging Markets Income Fund             670,023,676        900,000

Templeton Asset Management Ltd.   581 581     Templeton Dragon Fund, Inc.                      1,088,812,969      1,250,000

Templeton Asset Management Ltd.   911 111     Templeton Emerging Markets Fund                    392,295,556        750,000

Templeton Asset Management Ltd.   711 505     Templeton Developing Markets Trust               4,354,422,366      2,500,000

Templeton Asset Management Ltd.   188 4473    Templeton China World Fund                         938,407,568      1,000,000

Templeton Asset Management Ltd.   337 337     Templeton Russia & East European Fund, Inc.        341,971,870        750,000


Franklin Mutual Advisers, LLC.                FRANKLIN MUTUAL SERIES FUND (6)

Franklin Mutual Advisers, LLC.    474 435     Mutual Shares Fund                              20,891,236,271      2,500,000

Franklin Mutual Advisers, LLC.    475 434     Mutual Qualified Fund                            5,586,257,932      2,500,000

Franklin Mutual Advisers, LLC.    476 431     Mutual Beacon Fund                               6,304,876,500      2,500,000

Franklin Mutual Advisers, LLC.    477 432     Mutual Discovery Fund                           15,621,926,779      2,500,000

Franklin Mutual Advisers, LLC.    478 433     Mutual European Fund                             2,506,220,594      1,900,000

                                  479 666     Mutual Financial Services Fund                     667,335,651        900,000
                                                                                             --------------------------------
                                                TOTAL:                                     $ 360,931,184,669  $ 174,600,000
                                                                                             ================================








           AMENDED AND RESTATED ALLOCATION AGREEMENT

This Amended and Restated Allocation Agreement ("Agreement")
is made as of the 12th day of November 2008, by and among
the funds listed on Schedule A of this Agreement (hereafter
collectively referred to as the "Funds") and the non-funds
described on Schedule B of this Agreement (hereafter
collectively referred to as the "Non-Funds").   The Funds
and Non-Funds are hereafter collectively referred to as the
"Insured."

This Agreement is entered into under the following
circumstances:

A.    Section 17(g) of the Investment Company Act of 1940
      (the "Act") provides that the Securities and Exchange
      Commission ("SEC") is authorized to require that the
      officers and employees of registered management
      investment companies be bonded against larceny and
      embezzlement, and the SEC has promulgated rules and
      regulations dealing with this subject ("Rule 17g-1");


B.    The Funds and the Non-Funds are named as joint insureds
      under the terms of certain bonds or policies of
      insurance which insure against larceny and embezzlement
      of officers and employees (the "Fidelity Bonds");


C.    A majority of those members of the Board of
      Directors/Trustees of each of the Funds, who are not
      "interested persons" as defined by Section 2(a)(19) of
      the Act, have given due consideration to all factors
      relevant to the form, amount and apportionment of
      premiums and recoveries on the Fidelity Bonds and each
      such Board of Directors/Trustees of each Fund has
      approved the term and amount of the Fidelity Bonds, the
      portion of the premiums payable by that party, and the
      manner in which recovery of said Fidelity Bonds, if
      any, shall be shared by and among the parties hereto as
      hereinafter set forth; and


D.    The Insureds now desire to enter into the agreement
      required by Rule 17g-1(f) to establish the manner in
      which payment of premiums and recovery on said Fidelity
      Bonds, if any, shall be shared.



NOW, THEREFORE, IT IS HEREBY AGREED by and among the parties
hereto as follows:

1.    PAYMENT OF PREMIUMS

The premium shall be allocated between the Insured in
accordance with the requirements of Rule 17g-1(e).  The
portion of the premium which is allocated to the Funds shall
be divided among the Funds as follows:  each Fund shall pay
that percentage of each premium when due under the Fidelity
Bonds which is derived by a fraction, (i) the denominator of
which is the total assets of all of the Funds combined at
the time any premium is due; and (ii) the numerator of which
is the total assets of each of the Funds individually at the
time any premium is due.

2.    ALLOCATION OF RECOVERIES

      (a)  If more than one of the parties hereto is damaged
           in a single loss for which recovery is received
           under the Fidelity Bonds, each such party shall
           receive that portion of the recovery which
           represents the loss sustained by that party,
           unless the recovery is inadequate fully to
           indemnify each such party sustaining a loss.


      (b)  If the recovery is inadequate fully to indemnify
           each such party hereto sustaining a loss, the
           recovery shall be allocated among such parties in
           the following order:

          (i)   Each Insured sustaining a loss shall be allocated
                an amount equal to the lesser of its actual loss
                or an amount in the proportion that each such
                Insured's last payment of premium bears to
                the sum of the last such premium payments of
                all such Insureds, except that if this
                allocation would result in any Fund,
                including those Fund(s) created during the
                policy term that have paid no premium as
                provided for in paragraph 4 of this
                Agreement, receiving less than the minimum
                amount of recovery under the Fidelity Bonds
                which would be required to be maintained by
                such party under a single insured fidelity
                bond in accordance with the provision of Rule
                17g-1(d)(1) (determined as of the time of the
                loss) (the "Single Insured Minimum"), then
                first from the share allocated to the
                non-Funds, sufficient monies shall be
                re-allocated to the Funds to bring the share
                of each Fund up to the Single Insured Minimum
                (determined as of the time of the loss).

                The basis of each reallocation from each of
                the non-Funds sustaining a loss to Funds
                sustaining a loss shall be the proportion
                that each such non-Fund's last payment of
                premium bears to the sum of the last such
                premium payments of all such non-Funds.

                To the extent this reallocation from
                non-Funds to Funds is still insufficient to
                bring the share of each Fund sustaining a
                loss up to the Single Insured Minimum
                (determined as of the time of the loss), then
                second, from the share allocated to Funds
                sustaining a loss whose allocation exceeds
                the Single Insured Minimum amount for the
                Fund, sufficient monies will be reallocated,
                to the extent possible, to the other Funds
                sustaining a loss to bring the share of each
                Fund sustaining a loss up to the Single
                Insured Minimum (determined as of the time of
                loss).

                The basis of such reallocation from Funds
                sustaining a loss to other Funds sustaining a
                loss shall be the proportion that each such
                Fund's last payment of premium bears to the
                last such premium payments of all such Funds.

          (ii)  The remaining portion of the proceeds shall be
                allocated to each party sustaining a loss not
                fully covered by the allocation under
                subparagraph (i) in the proportion that each
                such party's last payment of premium bears to
                the sum of the last such premium payment of
                all such parties.  If such allocation would
                result in any party sustaining a loss
                receiving a portion of the recovery in excess
                of the loss actually sustained by such party,
                the aggregate of each excess portion shall be
                allocated among the other parties whose
                losses would not be fully indemnified in the
                same proportion that each such party's last
                payment of premium bears to the sum of the
                last such premium payments of all parties
                entitled to receive a share of the excess.
                Any allocation in excess of a loss actually
                sustained by any such party shall be
                reallocated in the same manner.

3.    OBLIGATION TO MAINTAIN MINIMUM COVERAGE

Each of the Funds represents and warrants to each of the
other parties hereto that it has determined the amount of
its Single Insured Minimum as of the date hereof and that
such Single Insured Minimum is included in the coverage of
the Fidelity Bonds.  Each of the Funds agrees that it will
determine, no less often than at the end of each calendar
quarter, the Single Insured Minimum which would be required
of it if a determination with respect to the adequacy of the
coverage were then currently being made.  In the event that
the total amount of the minimum coverages thus determined
exceeds the total amount of coverage of then effective
Fidelity Bonds, management of each of the Funds will be
notified and will determine whether it is necessary or
appropriate to increase the total amount of coverage of the
Fidelity Bonds to an amount not less than the total amount
of such minimums, or to secure such excess coverage for one
or more of the parties hereto, which, when added to the
total coverage of the Fidelity Bonds, will equal an amount
not less than the total amount of such minimums.  Each Fund
agrees to pay its fair (taking into account all of the then
existing circumstances) portion of the new or additional
premium; provided that in the event that a Fund elects to
terminate this Agreement (as to itself as a party hereto
pursuant to paragraph 5) and its participation in the
joint-insured Fidelity Bonds on or prior to the effective
date of the new or additional premium, such party shall not
pay any portion of the new or additional premium.

4.    NEWLY CREATED FUNDS OR NON-FUNDS

The parties hereto agree that during the policy term any
newly created Fund(s) or non-Fund(s) can be added as joint
Insured on the Fidelity Bonds and can be added as parties to
this Agreement, as then currently amended or restated, in
the case of this Agreement, by attaching a revised Schedule
A and/or Schedule B, as applicable, to this Agreement that
reflects the addition of such newly created Fund(s) or
non-Fund(s); provided that such revised Schedule A and/or
Schedule B is signed by the proper officers of the Insured
that are authorized to execute this Agreement and is dated
with the as of date upon which such addition(s) is
effective.  The newly created Fund(s) or non-Fund(s) that
are added as joint Insured on the Fidelity Bonds and to this
Agreement, as then currently amended or restated, will not
be required to pay any premium during the then current
policy term of the Fidelity Bonds, unless, pursuant to
paragraph 3 of this Agreement, an increase in the total
amount of coverage is required.  Each of such newly created
Fund(s) or non-Fund(s) that are added as joint Insured
agrees to pay its proportionate share of any new or
additional premium, as outlined in paragraph 3 to this
Agreement, and to be bound by all other terms and conditions
of this Agreement.

5.    SUCCESSORS

This Agreement shall apply to the present Fidelity Bond
coverage and any renewal or replacement thereof and shall
continue until terminated as to any party by such party
hereto giving not less than sixty days' notice to the other
parties hereto in writing.  This Agreement shall be binding
upon, and inure to the benefit of, the parties hereto and
any successor or successors to a party hereto resulting from
a change in domicile or form of corporate, trust or similar
organization of such party.

6.    AUTHORIZATION TO EXECUTE; COUNTERPARTS

The parties hereby agree that the proper officers of the
Insured are authorized to execute this Agreement, and any
amendments thereto, on behalf of the parties to this
Agreement.  This Agreement may be executed in two or more
counterparts, all of which taken together shall constitute
one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first written above.


      THE FUNDS LISTED ON SCHEDULE A OF THIS AGREEMENT, AND
      THE NON-FUNDS DESCRIBED ON SCHEDULE B OF THIS AGREEMENT



      By:    /s/ CRAIG S. TYLE
      Name:  Craig S. Tyle



                          SCHEDULE A
                            FUNDS

Franklin California Tax-Free Income Fund
Franklin California Tax-Free Trust
Franklin Capital Growth Fund
Franklin Custodian Funds
Franklin Federal Tax-Free Income Fund
Franklin Floating Rate Master Trust
Franklin Global Trust
Franklin Gold and Precious Metals Fund
Franklin High Income Trust
Franklin Investors Securities Trust
Franklin Managed Trust
Franklin Money Fund
Franklin Municipal Securities Trust
Franklin Mutual Recovery Fund
Franklin Mutual Series Funds.
Franklin New York Tax-Free Income Fund
Franklin New York Tax-Free Trust
Franklin Real Estate Securities Trust
Franklin Strategic Mortgage Portfolio
Franklin Strategic Series
Franklin Tax-Free Trust
Franklin Tax-Exempt Money Fund
Franklin Templeton Fund Allocator Series
Franklin Templeton Global Trust
Franklin Templeton International Trust
Franklin Templeton Limited Duration Income Trust
Franklin Templeton Money Fund Trust
Franklin Templeton Variable Insurance Products Trust
Franklin Universal Trust
Franklin Value Investors Trust
Institutional Fiduciary Trust
The Money Market Portfolios
Templeton Growth Fund, Inc.
Templeton Funds
Templeton Global Smaller Companies Fund
Templeton Income Trust
Templeton Developing Markets Trust
Templeton Global Opportunities Trust
Templeton Institutional Funds
Templeton Global Investment Trust
Templeton China World Fund
Templeton Emerging Markets Fund
Templeton Global Income Fund
Templeton Emerging Markets Income Fund
Templeton Dragon Fund, Inc.
Templeton Russia and East European Fund, Inc.


                          SCHEDULE B
                          NON-FUNDS


Franklin Resources, Inc. and its subsidiaries.