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
FRANKLIN RESOURCES, INC. 87170107B
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, 2007, to 12:01
a.m. on JUNE 30, 2008, 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-
24-25-26
and of all Riders applicable to this Bond issued during the
Bond Period.
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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 such officer, partner or employee is performing
services for any Depository in the operation of systems
for the central handling of securities, 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
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INSURED BOND NUMBER
FRANKLIN RESOURCES, INC. 87170107B
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EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
JUNE 30, 2007 JUNE 30, 2007
TO JUNE 30, 2008 /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 wholly 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 $185 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
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INSURED BOND NUMBER
FRANKLIN RESOURCES, INC. 87170107B
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EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
JUNE 30, 2007 JUNE 30, 2007 TO
JUNE 30, 2008 /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
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INSURED BOND NUMBER
FRANKLIN RESOURCES, INC. 87170107B
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EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
JUNE 30, 2007 JUNE 30, 2007
TO JUNE 30, 2008 /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
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INSURED BOND NUMBER
FRANKLIN RESOURCES, INC. 87170107B
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EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
JUNE 30, 2007 JUNE 30, 2007
TO JUNE 30, 2008 /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
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INSURED BOND NUMBER
FRANKLIN RESOURCES, INC. 87170107B
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EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
JUNE 30, 2007 JUNE 30, 2007
TO JUNE 30, 2008 /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. 87170107B
-------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
JUNE 30, 2007 JUNE 30, 2007
TO JUNE 30, 2008 /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. 87170107B
-------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
JUNE 30, 2007 JUNE 30, 2007
TO JUNE 30, 2008 /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. 87170107B
---------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
JUNE 30, 2007 JUNE 30, 2007
TO JUNE 30, 2008 /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. 87170107B
-------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
JUNE 30, 2007 JUNE 30, 2007
TO JUNE 30, 2008 /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. 87170107B
-------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
JUNE 30, 2007 JUNE 30, 2007
TO JUNE 30, 2008 /S/ CATHERINE DALTON
===================================================================
NASD 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 National
Association of Securities Dealers, 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 National Association of Securities
Dealers, 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. 87170107B
-------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
JUNE 30, 2007 JUNE 30, 2007
TO JUNE 30, 2008 /S/ CATHERINE DALTON
===================================================================
NASD 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:
2. 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 National
Association of Securities Dealers, 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 National Association of Securities
Dealers, 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. 87170107B
-------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
JUNE 30, 2007 JUNE 30, 2007
TO JUNE 30, 2008 /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. 87170107B
-------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
JUNE 30, 2007 JUNE 30, 2007
TO JUNE 30, 2008 /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. 87170107B
-------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
JUNE 30, 2007 JUNE 30, 2007
TO JUNE 30, 2008 /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. 87170107B
-------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD
AUTHORIZED REPRESENTATIVE
JUNE 30, 2007 JUNE 30, 2007
TO JUNE 30, 2008 /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. 87170107B
-------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
JUNE 30, 2007 JUNE 30, 2007
TO JUNE 30, 2008 /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.
RM49.0-01 (4/03)
ICI MUTUAL INSURANCE COMPANY
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 17
-------------------------------------------------------------------
INSURED BOND NUMBER
FRANKLIN RESOURCES, INC. 87170107B
-------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
JUNE 30, 2007 JUNE 30, 2007
TO JUNE 30, 2008 /S/ CATHERINE DALTON
===================================================================
NASD 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 National
Association of Securities Dealers, 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. 87170107B
-------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
JUNE 30, 2007 JUNE 30, 2007
TO JUNE 30, 2008 /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
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INSURED BOND NUMBER
FRANKLIN RESOURCES, INC. 87170107B
-------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
JUNE 30, 2007 JUNE 30, 2007
TO JUNE 30, 2008 /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. 87170107B
-------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
JUNE 30, 2007 JUNE 30, 2007
TO JUNE 30, 2008 /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. 87170107B
-------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
JUNE 30, 2007 JUNE 30, 2007
TO JUNE 30, 2008 /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. 87170107B
-------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
JUNE 30, 2007 JUNE 30, 2007
TO JUNE 30, 2008 /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:
Templeton Global Long-Short Fund PLC
Mutual Recovery Fund, LTD
Templeton Global Long-Short Fund LTD
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. 87170107B
-------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
JUNE 30, 2007 JUNE 30, 2007
TO JUNE 30, 2008 /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:
Templeton Capital Advisors, Ltd.
Franklin Templeton Sealand Fund Management Company
It is further understood and agreed that with respect to any and
all Losses involving Templeton Capital Advisors, Ltd. and/or
Franklin Templeton Sealand Fund Management Company, the Aggregate
Limit of Liability for the Bond Period shall be Twenty Million
Dollars ($20,000,000).
It is further understood and agreed that, in the event a Loss
occurs with respect to Templeton Capital Advisors, Ltd. or
Franklin Templeton Sealand Fund Management Company, the Insurer
shall pay the proportionate amount of the Loss equal to Franklin
Resources, Inc.'s share of ownership in the same.
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. 87170107B
-------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
JUNE 30, 2007 JUNE 30, 2007
TO JUNE 30, 2008 /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. 87170107B
-------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD
AUTHORIZED REPRESENTATIVE
JUNE 30, 2007 JUNE 30, 2007
TO JUNE 30, 2008 /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.
ICI MUTUAL INSURANCE COMPANY
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 26
-------------------------------------------------------------------
INSURED BOND NUMBER
FRANKLIN RESOURCES, INC. 87170107B
-------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
JUNE 30, 2007 JUNE 30, 2007
TO JUNE 30, 2008 /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 wholly 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).
It is further understood and agreed that Rider No. 1 to this Bond
is hereby deleted in its entirety and replaced by this Rider No.
26, effective as of 12:01 a.m. on September 30, 2007, Standard
Time at the Address of the Company as stated in Item 1 of the
Declarations.
Except as above stated, nothing herein shall be held to alter,
waive or extend any of the terms of this Bond.
Amended and Restated Allocation Agreement
This Amended and Restated Allocation Agreement ("Agreement")
is made as of the 26th day of December, 2007, by and among
the funds listed on Schedule A of this Agreement (hereafter
collectively referred to as the "Funds") and the non-funds
listed 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
as follows:
1. Payment of Premiums:
The premium shall be allocated between the Insured in
accordance with the requirements of 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 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 actualloss 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) (the "Single Insured Minimum") (determined
as of the time of the loss), 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
portions shall be allocated among the
other parties whose losses would not be
fully indemnified in the same portion of
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. The parties 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. 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. 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.
7. 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.
Franklin California Tax-Free Income Fund
Franklin California Tax-Free Trust
Franklin Capital Growth Fund
Franklin Custodian Funds, Inc.
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 Fund, Inc.
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, Inc.
Templeton Global Smaller Companies Fund
Templeton Income Trust
Templeton Developing Markets Trust
Templeton Global Opportunities Trust
Templeton Institutional Funds, Inc.
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.
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, Inc.
------------------------------------------------------
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 Fund, Inc.
------------------------------------------------------
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, Inc.
------------------------------------------------------
Templeton Global Smaller Companies Fund
------------------------------------------------------
Templeton Income Trust
------------------------------------------------------
Templeton Developing Markets Trust
------------------------------------------------------
Templeton Global Opportunities Trust
------------------------------------------------------
Templeton Institutional Funds, Inc.
------------------------------------------------------
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.
------------------------------------------------------
Revision Dated As of December 26, 2007
Accepted and Agreed To on Behalf of the Foregoing Investment
Companies,
By__________________________
Name: Craig S. Tyle
SCHEDULE B
NON-FUNDS
Franklin Resources, Inc. and its subsidiaries
FRANKLIN TEMPLETON GROUP OF FUNDS IN THE USA
Fidelity Bond Limit Schedule
June 30, 2007
MINIMUM
BOND AMOUNT
REQ'D BY
TOTAL NAV AS OF RULE 17G-1
ADVISOR # FUND TIS NAME OF INSURED JUNE 30, 2007 (PER SERIES)
------- - ---- --------------- ------------- ------------
$
Franklin Advisors, Inc. 1 21 4021 Franklin Floating Rate Master Series 1,096,911,580 1,250,000
$
Franklin Advisors, Inc. 2 132 4301 Franklin Gold & Precious Metals Fund 1,348,968,869 1,250,000
$
Franklin Advisors, Inc. 3 134 4303 Franklin Capital Growth Fund 1,534,765,821 1,500,000
FRANKLIN HIGH INCOME TRUST (1)
Franklin Advisors, Inc. 4 105 4305 AGE High Income Fund 2,794,843,237 1,900,000
Franklin Investment Advisory
Services 5 106 4306 Franklin Growth Fund 2,943,704,875 1,900,000
Franklin Advisors, Inc. 6 107 4307 Franklin Utilities Fund 2,871,956,735 1,900,000
Franklin Advisors, Inc. 7 108 4308 Franklin DynaTech Fund 590,117,264 900,000
Franklin Advisors, Inc. 8 109 4309 Franklin Income Fund 60,939,860,444 2,500,000
Franklin Advisors, Inc. 9 110 4110 Franklin US Government 6,250,240,816 2,500,000
Franklin California Tax-Free Income Fund,
Franklin Advisors, Inc. 10 112 4312 Inc 13,999,207,422 2,500,000
Franklin Advisors, Inc. 11 115 4315 Franklin New York Tax-Free Income Fund 4,901,122,341 2,500,000
Franklin Advisors, Inc. 12 116 4316 Franklin Federal Tax-Free Income Fund 7,423,084,249 2,500,000
FRANKLIN TAX-FREE TRUST (25)
Franklin Massachusetts Insured Tax-Free
Franklin Advisors, Inc. 13 118 4318 Income Fund 525,454,244 900,000
Franklin Michigan Insured Tax-Free Income
Franklin Advisors, Inc. 14 119 4319 Fund 1,441,992,633 1,250,000
Franklin Minnesota Insured Tax-Free Income
Franklin Advisors, Inc. 15 120 4320 Fund 604,394,803 900,000
Franklin Advisors, Inc. 16 121 4321 Franklin Insured Tax-Free Income Fund 2,148,743,568 1,700,000
Franklin Advisors, Inc. 17 122 4322 Franklin Ohio Insured Tax-Free Income Fund 1,184,606,490 1,250,000
Franklin Advisors, Inc. 18 123 4323 Franklin Double Tax-Free Income Fund 525,019,951 900,000
Franklin Advisors, Inc. 19 126 4726 Franklin Arizona Tax-Free Income Fund 1,028,506,878 1,250,000
Franklin Advisors, Inc. 20 127 4327 Franklin Colorado Tax-Free Income Fund 485,612,280 750,000
Franklin Advisors, Inc. 21 128 4328 Franklin Georgia Tax-Free Income Fund 284,917,307 750,000
Franklin Advisors, Inc. 22 129 4329 Franklin Pennsylvaina Tax-Free Income Fund 893,740,192 1,000,000
Franklin Advisors, Inc. 23 130 4330 Franklin High Yield Tax-Free Income Fund 6,277,655,254 2,500,000
Franklin Federal Limited Term Tax-Free
Franklin Advisors, Inc. 24 154 4354 Income 21,962,201 250,000
Franklin Advisors, Inc. 25 160 4360 Franklin Missouri Tax-Free Income Fund 696,856,161 900,000
Franklin Advisors, Inc. 26 161 4361 Franklin Oregon Tax-Free Income Fund 791,230,145 1,000,000
Franklin Advisors, Inc. 27 163 4363 Franklin Virginia Tax-Free Income Fund 553,210,954 900,000
Franklin Advisors, Inc. 28 164 4364 Franklin Alabama Tax-Free Income Fund 275,144,342 750,000
Franklin Advisors, Inc. 29 165 4365 Franklin Florida Tax-Free Income Fund 1,593,647,886 1,500,000
Franklin Advisors, Inc. 30 166 4366 Franklin Connecticut Tax-Free Income Fund 363,425,181 750,000
Franklin Advisors, Inc. 31 168 4368 Franklin Louisiana Tax-Free Income Fund 264,267,009 750,000
Franklin Advisors, Inc. 32 169 4369 Franklin Maryland Tax-Free Income Fund 500,564,824 900,000
Franklin Advisors, Inc. 33 170 4370 Franklin North Carolina Tax-Free Income Fund 779,159,794 1,000,000
Franklin Advisors, Inc. 34 171 4371 Franklin New Jersey Tax-Free Income Fund 1,291,389,629 1,250,000
Franklin Advisors, Inc. 35 172 4172 Franklin Kentucky Tax-Free Income Fund 152,407,371 600,000
Franklin Federal Intermediate-Term Tax-Free
Franklin Advisors, Inc. 36 174 4174 Income Fund 655,428,601 900,000
Franklin Florida Insured Tax-Free Income
Franklin Advisors, Inc. 37 178 4178 Fund 156,707,812 525,000
FRANKLIN CALIFORNIA TAX-FREE TRUST (4)
Franklin Advisors, Inc. 38 124 4324 Franklin Calif. Insured Tax-Free Income Fund 2,008,721,237 1,700,000
Franklin Advisors, Inc. 39 125 4325 Franklin Calif. Tax-Exempt Money Fund 659,428,227 900,000
Franklin Calif. Intermediate-Term Tax-Free
Franklin Advisors, Inc. 40 152 4152 Income Fund 485,102,133 750,000
Franklin Calif. Limited Term Tax-Free
Franklin Advisors, Inc. 41 155 4155 Income Fund 12,050,417 200,000
FRANKLIN NEW YORK TAX-FREE TRUST (4)
Franklin Advisors, Inc. 42 131 4331 Franklin New York Tax -Exempt Money Fund 61,789,628 400,000
Franklin New York Intermediate-Term
Franklin Advisors, Inc. 43 153 4153 Tax-Free Income Fund 276,058,068 750,000
Franklin New York Limited Tax-Free Income
Franklin Advisors, Inc. 44 156 4156 Fund 6,763,824 150,000
Franklin New York Insured Tax-Free Income
Franklin Advisors, Inc. 45 181 4181 Fund 524,394,301 900,000
FRANKLIN GLOBAL TRUST (8)
Fiduciary Large Capitalization Growth and
Fiduciary International Inc. 46 64 5567 Income Fund 93,292,863 450,000
Fiduciary International Inc. 47 66 5566 Fiduciary Small Capitalization Equity Fund 29,735,135 300,000
Fiduciary International Inc. 48 67 4469 Fiduciary High Income Fund 6,312,627 150,000
Fiduciary International Inc. 49 664 4470 Fiduciary Core Plus Fixed Income Fund 102,447,450 525,000
Fiduciary International Inc. 50 667 4471 Fiduciary Core Fixed Income Fund 28,814,629 300,000
Franklin Advisors, Inc. 51 681 4643 Franklin Intl Smaller Co. Growth Fund 43,381,453 350,000
Franklin Templeton Investment Franklin Templeton Emerging Market Debt
Management, Ltd. 52 699 4493 Opportunities Fund 55,005,660 400,000
Franklin Templeton Institutional
LLC 53 495 4496 Franklin Global Real Estate Fund 81,653,410 450,000
FRANKLIN INVESTORS SECURITIES TRUST (8)
Franklin Short-Intermediate U.S. Govt Sec.
Franklin Advisors, Inc. 54 136 4336 Fund 203,684,682 600,000
Franklin Advisors, Inc. 55 137 4337 Franklin Convertible Securities Fund 1,131,692,258 1,250,000
Franklin Adjustable U.S. Government Secs
Franklin Advisors, Inc. 56 138 4338 Fund 351,134,972 750,000
Franklin Advisors, Inc. 57 139 4339 Franklin Equity Income Fund 1,112,311,252 1,250,000
Franklin Advisors, Inc. 58 401 4991 Franklin Low Duration Total Return Fund 13,402,258 200,000
Franklin Advisors, Inc. 59 423 4990 Franklin Real Return Fund 53,762,380 400,000
Franklin Advisors, Inc. 60 460 4460 Franklin Total Return Fund 929,381,823 1,000,000
Franklin Advisors, Inc. 61 489 4489 Franklin Floating Rate Daily Access Fund 2,287,824,639 1,700,000
FRANKLIN TEMPLETON VARIABLE INSURANCE
PRODUCTS TRUST (22)
Franklin Advisors, Inc. 62 714 4834 Franklin Zero-Coupon Fund - 2010 120,164,078 525,000
Templeton Investment Council, LLC 63 715 155 Templeton Global Asset Allocation Fund 147,819,149 525,000
Templeton Asset Management, Ltd. 64 717 381 Templeton Developing Markets Security Fund 1,785,618,446 1,500,000
Templeton Investment Council, LLC 65 719 523 Templeton Foreign Securities Fund 4,093,958,173 2,500,000
Franklin Advisors, Inc. 66 721 4843 Franklin Large Cap Growth Securities Fund 829,670,917 1,000,000
Franklin Advisors, Inc. 67 723 4842 Franklin Small Cap Fund 1,411,721,489 1,250,000
Franklin Advisory Services LLC 68 728 4411 Franklin Large Cap Value Securities Fund 33,302,154 300,000
Franklin Advisors, Inc. 69 729 4410 Franklin Flex Cap Growth Securities Fund 83,371,646 450,000
Templeton Global Advisors, Ltd. 70 739 4840 Templeton Growth Securities Fund 3,703,878,737 2,100,000
Franklin Templeton Global Income Securities
Franklin Advisors, Inc. 71 741 4827 Fund 452,155,940 750,000
Franklin Mutual Advisers, LLC. 72 743 4846 Mutual Shares Securities Fund 6,581,304,974 2,500,000
Franklin Advisors, Inc. 73 745 4821 Franklin Money Market Fund 37,221,388 350,000
Franklin Mutual Advisers, LLC. 74 753 4845 Mutual Discovery Securities Fund 1,933,274,941 1,500,000
Franklin Global Communications Securities
Franklin Advisors, Inc. 75 755 4825 Fund 265,956,113 750,000
Franklin Advisors, Inc. 76 767 4822 Franklin Growth & Income Securities Fund 771,506,749 1,000,000
Franklin Advisors, Inc. 77 769 4829 Franklin Income Securities Fund 7,168,743,104 2,500,000
Franklin Advisors, Inc. 78 771 4824 Franklin Real Estate Fund 1,399,292,229 1,250,000
Franklin Advisory Services LLC 79 773 4836 Franklin Rising Dividends Securities Fund 2,480,243,161 1,700,000
Franklin Advisory Services LLC 80 775 4848 Franklin Small Cap Value Securities Fund 1,467,267,193 1,250,000
Franklin Advisors, Inc. 81 777 4826 Franklin High Income Fund 252,961,617 750,000
Franklin Advisors, Inc. 82 779 4884 Franklin Strategic Income Securities Fund 1,035,724,873 1,250,000
Franklin Advisors, Inc. 83 781 4830 Franklin U.S. Gov't Fund 568,497,408 900,000
FRANKLIN MUNICIPAL SECURITIES TRUST (2)
Franklin Advisors, Inc. 84 175 4175 Franklin CA High Yield Municipal Fund 1,639,739,400 1,500,000
Franklin Advisors, Inc. 85 420 4220 Franklin TN Municipal Bond Fund 168,146,677 600,000
FRANKLIN MANAGED TRUST (1)
Franklin Advisory Services LLC 86 158 4358 Franklin Rising Dividends Fund 3,116,510,107 2,100,000
Franklin Templeton Limited Duration Income
Trust (1)
Franklin Templeton Limited Duration Income
Franklin Advisors, Inc. 87 472 4472 Trust 374,931,994 750,000
FRANKLIN TEMPLETON INTERNATIONAL TRUST (2)
Franklin Advisors, Inc. 88 191 4191 Templeton Foreign Smaller Companies Fund 616,376,887 900,000
Franklin Advisors, Inc. 89 467 2800 Templeton Global Long - Short Fund 250,168,432 750,000
FRANKLIN STRATEGIC SERIES (11)
Franklin Advisors, Inc. 90 180 4180 Franklin Flex Cap Growth Fund 2,879,792,335 1,900,000
Franklin Advisors, Inc. 91 194 4194 Franklin Strategic Income Fund 2,374,554,762 1,700,000
Franklin Advisors, Inc. 92 197 4197 Franklin Global Communications Fund 101,206,753 525,000
Franklin Advisors, Inc. 93 198 4198 Franklin Small-Mid Cap Growth Fund 7,233,247,216 2,500,000
Franklin Advisors, Inc. 94 199 4199 Franklin Global Healthcare Fund 145,134,484 525,000
Franklin Advisors, Inc. 95 402 4402 Franklin Biotechnology Discovery Fund 417,636,539 750,000
Franklin Advisors, Inc. 96 403 4403 Franklin Natural Resources Fund 629,976,964 900,000
Franklin Advisors, Inc. 97 404 4404 Franklin U.S. Long-Short Fund 28,409,022 300,000
Franklin Advisors, Inc. 98 462 4462 Franklin Aggressive Growth Fund 250,850,458 750,000
Franklin Advisors, Inc. 99 463 4463 Franklin Technology Fund 52,485,409 400,000
Franklin Advisors, Inc. 100 465 4465 Franklin Small Cap Growth Fund II 1,082,855,169 1,250,000
FRANKLIN VALUE INVESTORS TRUST (5)
Franklin Advisory Services LLC 101 150 4150 Franklin Balance Sheet Investment Fund 5,605,249,143 2,500,000
Franklin Advisory Services LLC 102 189 4189 Franklin MicroCap Value Fund 536,471,670 900,000
Franklin Advisory Services LLC 103 422 4297 Franklin MidCapValue Fund 85,517,883 450,000
Franklin Advisory Services LLC 104 480 4480 Franklin Large Cap Value Fund 276,411,789 750,000
Franklin Advisory Services LLC 105 482 4282 Franklin Small Cap Value Fund 1,445,016,809 1,250,000
Franklin Advisors, Inc. 106 2 4002 Franklin Universal Trust 199,225,708 600,000
Franklin Advisors, Inc. 107 111 4311 Franklin Money Fund 1,958,550,495 1,500,000
Franklin Advisors, Inc. 108 114 4314 Franklin Tax-Exempt Money Fund 174,296,075 600,000
Franklin Advisors, Inc. 109 157 4157 Franklin Strategic Mortgage Portfolio 256,542,797 750,000
Franklin Advisors, Inc. 110 192 4192 Franklin Real Estate Securities Trust 860,040,987 1,000,000
Franklin Advisors, Inc. 111 193 4193 Franklin Stable Value Fund 176,709,840 600,000
FRANKLIN TEMPLETON MONEY FUND TRUST (1)
Franklin Advisors, Inc. 112 311 4511 Franklin Templeton Money Fund 119,013,232 525,000
INSTITUTIONAL FIDUCIARY TRUST (2)
Franklin Advisors, Inc. 113 140 4340 Money Market Portfolio 4,329,154,945 2,500,000
Franklin Advisors, Inc. 114 149 4149 Franklin Cash Reserves Fund 140,955,332 525,000
FRANKLIN TEMPLETON FUND ALLOCATOR SERIES
(6) (FTFAS)
Franklin Templeton Perspectives Allocation
Franklin Advisors, Inc. 115 185 723 Fund 306,510,868 750,000
Franklin Advisors, Inc. 116 470 4467 Franklin Templeton Corefolio Allocation Fund 779,151,219 1,000,000
Franklin Templeton Founding Funds
Franklin Advisors, Inc. 117 481 4468 Allocation Fund 15,805,981,539 2,500,000
Franklin Advisors, Inc. 118 484 4484 Franklin Templeton Conservative Target Fund 332,612,860 750,000
Franklin Advisors, Inc. 119 485 4485 Franklin Templeton Moderate Target Fund 646,793,582 900,000
Franklin Advisors, Inc. 120 486 4486 Franklin Templeton Growth Target Fund 550,347,920 900,000
THE MONEY MARKET PORFOLIOS (1) (TMMP)
Franklin Advisors, Inc. 121 184 4184 Money Market Portfolio 6,551,025,394 2,500,000
Franklin Templeton Global Trust (1)
Franklin Advisors, Inc. 122 412 4212 F/T - Hard Currency Fund 361,011,071 750,000
TEMPLETON FUNDS, INC. (2)
Templeton Global Advisors, Ltd. 123 102 31 Templeton World Fund 10,343,909,394 2,500,000
Templeton Global Advisors, Ltd. 124 104 37 Templeton Foreign Fund 16,619,474,064 2,500,000
Franklin Mutual Advisers, LLC. 125 471 4447 Franklin Mutual Recovery Fund 564,990,791 900,000
TEMPLETON FUNDS (5)
Templeton Global Advisors, Ltd. 126 101 105 Templeton Growth Fund, Inc. 39,995,761,025 2,500,000
Templeton Investment Council, LLC 127 103 30 Templeton Global Smaller Companies Fund 1,783,285,097 1,500,000
Templeton Asset Management, Ltd. 128 188 4473 Templeton China World Fund 1,024,727,463 1,250,000
Templeton Investment Council, LLC 129 415 201 Templeton Global Opportunities Trust 685,264,159 900,000
Templeton Asset Management, Ltd. 130 711 505 Templeton Developing Markets Trust 6,369,160,607 2,500,000
TEMPLETON INCOME TRUST (1)
Franklin Advisors, Inc. 131 406 97 Templeton Global Bond Fund 5,506,303,273 2,500,000
TEMPLETON GLOBAL INVESTMENT TRUST (4)
Templeton Global Advisors, Ltd. 132 425 4290 Templeton Income Fund 715,788,365 900,000
Templeton Asset Management, Ltd. 133 405 4494 Templeton BRIC Fund 411,532,461 750,000
TEMPLETON INSTITUTIONAL FUNDS, INC. (3)
Templeton Investment Council, LLC 134 454 243 Foreign Equity Series 8,427,998,740 2,500,000
Templeton Asset Management, Ltd. 135 456 540 Emerging Markets Series 3,533,777,956 2,300,000
Templeton Investment Council, LLC 136 458 4562 Foreign Smaller Companies Series 149,236,781 525,000
Templeton Asset Management, Ltd. 137 911 111 Templeton Emerging Markets Fund 403,433,850 750,000
Franklin Advisors, Inc. 138 946 146 Templeton Global Income Fund 1,192,547,848 1,500,000
Templeton Russia & Eastern European Fund,
Templeton Asset Management, Ltd. 139 337 337 Inc. 349,504,657 750,000
Franklin Advisors, Inc. 140 555 555 Templeton Emerging Markets Income Fund 719,294,449 900,000
Templeton Asset Management, Ltd. 141 581 581 Templeton Dragon Fund, Inc 1,174,548,748 1,500,000
FRANKLIN MUTUAL SERIES FUND (6)
Franklin Mutual Advisers, LLC. 142 474 435 Mutual Shares Fund 25,992,455,215 2,500,000
Franklin Mutual Advisers, LLC. 143 475 434 Mutual Qualified Fund 6,550,141,120 2,500,000
Franklin Mutual Advisers, LLC. 144 476 431 Mutual Beacon Fund 8,269,537,248 2,500,000
Franklin Mutual Advisers, LLC. 145 477 432 Mutual Discovery Fund 16,311,163,187 2,500,000
Franklin Mutual Advisers, LLC. 146 478 433 Mutual European Fund 2,948,879,089 1,900,000
Franklin Mutual Advisers, LLC. 147 479 666 Mutual Financial Services Fund 1,129,314,648 1,250,000
FRANKLIN TEMPLETON FOUNDING FUNDS 529
Franklin Advisors, Inc. 148 4298 PORTFOLIO 132,121,264 525,000
FTFAS-Franklin Templeton 2015 Retirement
Franklin Advisors, Inc. 149 4389 Target Fund 3,905,863 125,000
FTFAS-Franklin Templeton 2025 Retirement
Franklin Advisors, Inc. 150 4390 Target Fund 4,471,326 125,000
FTFAS-Franklin Templeton 2035 Retirement
Franklin Advisors, Inc. 151 4391 Target Fund 2,483,371 100,000
FTFAS-Franklin Templeton 2045 Retirement
Franklin Advisors, Inc. 152 4392 Target Fund 1,868,882 125,000
Franklin Advisors, Inc. 153 4586 FIST-Franklin Balanced Fund 29,918,371 300,000
Franklin Advisors, Inc. 154 4713 Corefolio 106,902,453 525,000
Franklin Advisors, Inc. 155 4714 Age Newborn 8 Years 404,707,003 750,000
Franklin Advisors, Inc. 156 4715 Age 9-12 Years 213,800,289 600,000
Franklin Advisors, Inc. 157 4716 Age 13-16 Years 184,873,040 600,000
Franklin Advisors, Inc. 158 4717 Age 17+ 56,747,651 400,000
Franklin Advisors, Inc. 159 4719 Franklin Capital Growth 529 Portfolio 15,235,313 225,000
Franklin Advisors, Inc. 160 4721 Franklin Income 529 Portfolio 69,694,431 400,000
Franklin Advisors, Inc. 161 4723 Franklin Small Mid Cap Growth 529 Portfolio 14,969,282 200,000
Franklin Advisors, Inc. 162 4725 Growth 75,143,510 450,000
Franklin Advisors, Inc. 163 4727 Growth and Income 529 Portfolio 53,566,207 400,000
Franklin Advisors, Inc. 164 4728 Income 529 Portfolio 12,955,427 200,000
Franklin Advisors, Inc. 165 4730 Mutual Shares 529 Portfolio 66,323,033 400,000
Franklin Advisors, Inc. 166 4732 Templeton Growth 529 Portfolio 76,012,429 450,000
Franklin Advisors, Inc. 167 4735 Franklin Stable Value 20,442,280 250,000
Franklin Advisory Services LLC 168 11579 Franklin All Cap Value Fund 3,883,344 125,000
TGIT-Templeton Emerging Markets Small Cap
Templeton Asset Management, Ltd. 169 4398 Fund 69,665,252 400,000
Templeton Global Advisors, Ltd. 170 4419 Templeton Growth Fund II Limited 41,211,216 350,000
---------------------------------------------------------------------------------
TOTAL: $ 403,064,174,203 $ 183,850,000
---------------------------------------------------------------------------------
FRANKLIN TEMPLETON GROUP OF FUNDS IN THE USA
ICI Mutual Premium Allocation
Policy Period of June 30, 2007 to June 30, 2008
Total NAV as Bond
of June 30, Premium
Advisor # Fund TIS Name of Insured 2007 Allocation
------- - ---- --------------- ---- ----------
Franklin Advisors, Inc. 1 21 4021 Franklin Floating Rate Master Series $ 1,096,911,580 $ 2,495
Franklin Advisors, Inc. 2 132 4301 Franklin Gold & Precious Metals Fund $ 1,348,968,869 3,068
Franklin Advisors, Inc. 3 134 4303 Franklin Capital Growth Fund $ 1,534,765,821 3,491
Franklin High Income Trust (1)
Franklin Advisors, Inc. 4 105 4305 AGE High Income Fund 2,794,843,237 6,357
Franklin Investment Advisory
Services 5 106 4306 Franklin Growth Fund 2,943,704,875 6,695
Franklin Advisors, Inc. 6 107 4307 Franklin Utilities Fund 2,871,956,735 6,532
Franklin Advisors, Inc. 7 108 4308 Franklin DynaTech Fund 590,117,264 1,342
Franklin Advisors, Inc. 8 109 4309 Franklin Income Fund 60,939,860,444 138,603
Franklin Advisors, Inc. 9 110 4110 Franklin US Government 6,250,240,816 14,216
Franklin California Tax-Free Income Fund,
Franklin Advisors, Inc. 10 112 4312 Inc 13,999,207,422 31,840
Franklin Advisors, Inc. 11 115 4315 Franklin New York Tax-Free Income Fund 4,901,122,341 11,147
Franklin Advisors, Inc. 12 116 4316 Franklin Federal Tax-Free Income Fund 7,423,084,249 16,883
Franklin Tax-Free Trust (25)
Franklin Massachusetts Insured Tax-Free
Franklin Advisors, Inc. 13 118 4318 Income Fund 525,454,244 1,195
Franklin Michigan Insured Tax-Free Income
Franklin Advisors, Inc. 14 119 4319 Fund 1,441,992,633 3,280
Franklin Minnesota Insured Tax-Free Income
Franklin Advisors, Inc. 15 120 4320 Fund 604,394,803 1,375
Franklin Advisors, Inc. 16 121 4321 Franklin Insured Tax-Free Income Fund 2,148,743,568 4,887
Franklin Advisors, Inc. 17 122 4322 Franklin Ohio Insured Tax-Free Income Fund 1,184,606,490 2,694
Franklin Advisors, Inc. 18 123 4323 Franklin Double Tax-Free Income Fund 525,019,951 1,194
Franklin Advisors, Inc. 19 126 4726 Franklin Arizona Tax-Free Income Fund 1,028,506,878 2,339
Franklin Advisors, Inc. 20 127 4327 Franklin Colorado Tax-Free Income Fund 485,612,280 1,104
Franklin Advisors, Inc. 21 128 4328 Franklin Georgia Tax-Free Income Fund 284,917,307 648
Franklin Advisors, Inc. 22 129 4329 Franklin Pennsylvaina Tax-Free Income Fund 893,740,192 2,033
Franklin Advisors, Inc. 23 130 4330 Franklin High Yield Tax-Free Income Fund 6,277,655,254 14,278
Franklin Federal Limited Term Tax-Free
Franklin Advisors, Inc. 24 154 4354 Income 21,962,201 50
Franklin Advisors, Inc. 25 160 4360 Franklin Missouri Tax-Free Income Fund 696,856,161 1,585
Franklin Advisors, Inc. 26 161 4361 Franklin Oregon Tax-Free Income Fund 791,230,145 1,800
Franklin Advisors, Inc. 27 163 4363 Franklin Virginia Tax-Free Income Fund 553,210,954 1,258
Franklin Advisors, Inc. 28 164 4364 Franklin Alabama Tax-Free Income Fund 275,144,342 626
Franklin Advisors, Inc. 29 165 4365 Franklin Florida Tax-Free Income Fund 1,593,647,886 3,625
Franklin Advisors, Inc. 30 166 4366 Franklin Connecticut Tax-Free Income Fund 363,425,181 827
Franklin Advisors, Inc. 31 168 4368 Franklin Louisiana Tax-Free Income Fund 264,267,009 601
Franklin Advisors, Inc. 32 169 4369 Franklin Maryland Tax-Free Income Fund 500,564,824 1,138
Franklin Advisors, Inc. 33 170 4370 Franklin North Carolina Tax-Free Income Fund 779,159,794 1,772
Franklin Advisors, Inc. 34 171 4371 Franklin New Jersey Tax-Free Income Fund 1,291,389,629 2,937
Franklin Advisors, Inc. 35 172 4172 Franklin Kentucky Tax-Free Income Fund 152,407,371 347
Franklin Federal Intermediate-Term Tax-Free
Franklin Advisors, Inc. 36 174 4174 Income Fund 655,428,601 1,491
Franklin Florida Insured Tax-Free Income
Franklin Advisors, Inc. 37 178 4178 Fund 156,707,812 356
Franklin California Tax-Free Trust (4)
Franklin Advisors, Inc. 38 124 4324 Franklin Calif. Insured Tax-Free Income Fund 2,008,721,237 4,569
Franklin Advisors, Inc. 39 125 4325 Franklin Calif. Tax-Exempt Money Fund 659,428,227 1,500
Franklin Calif. Intermediate-Term Tax-Free
Franklin Advisors, Inc. 40 152 4152 Income Fund 485,102,133 1,103
Franklin Calif. Limited Term Tax-Free
Franklin Advisors, Inc. 41 155 4155 Income Fund 12,050,417 27
Franklin New York Tax-Free Trust (4)
Franklin Advisors, Inc. 42 131 4331 Franklin New York Tax -Exempt Money Fund 61,789,628 141
Franklin New York Intermediate-Term
Franklin Advisors, Inc. 43 153 4153 Tax-Free Income Fund 276,058,068 628
Franklin New York Limited Tax-Free Income
Franklin Advisors, Inc. 44 156 4156 Fund 6,763,824 15
Franklin New York Insured Tax-Free Income
Franklin Advisors, Inc. 45 181 4181 Fund 524,394,301 1,193
Franklin Global Trust (8)
Fiduciary Large Capitalization Growth and
Fiduciary International Inc. 46 64 5567 Income Fund 93,292,863 212
Fiduciary International Inc. 47 66 5566 Fiduciary Small Capitalization Equity Fund 29,735,135 68
Fiduciary International Inc. 48 67 4469 Fiduciary High Income Fund 6,312,627 14
Fiduciary International Inc. 49 664 4470 Fiduciary Core Plus Fixed Income Fund 102,447,450 233
Fiduciary International Inc. 50 667 4471 Fiduciary Core Fixed Income Fund 28,814,629 66
Franklin Advisors, Inc. 51 681 4643 Franklin Intl Smaller Co. Growth Fund 43,381,453 99
Franklin Templeton Investment Franklin Templeton Emerging Market Debt
Management, Ltd. 52 699 4493 Opportunities Fund 55,005,660 125
Franklin Templeton Institutional
LLC 53 495 4496 Franklin Global Real Estate Fund 81,653,410 186
Franklin Investors Securities Trust (8)
Franklin Short-Intermediate U.S. Govt Sec.
Franklin Advisors, Inc. 54 136 4336 Fund 203,684,682 463
Franklin Advisors, Inc. 55 137 4337 Franklin Convertible Securities Fund 1,131,692,258 2,574
Franklin Adjustable U.S. Government Secs
Franklin Advisors, Inc. 56 138 4338 Fund 351,134,972 799
Franklin Advisors, Inc. 57 139 4339 Franklin Equity Income Fund 1,112,311,252 2,530
Franklin Advisors, Inc. 58 401 4991 Franklin Low Duration Total Return Fund 13,402,258 30
Franklin Advisors, Inc. 59 423 4990 Franklin Real Return Fund 53,762,380 122
Franklin Advisors, Inc. 60 460 4460 Franklin Total Return Fund 929,381,823 2,114
Franklin Advisors, Inc. 61 489 4489 Franklin Floating Rate Daily Access Fund 2,287,824,639 5,203
Franklin Templeton Variable Insurance
Products Trust (22)
Franklin Advisors, Inc. 62 714 4834 Franklin Zero-Coupon Fund - 2010 120,164,078 273
Templeton Investment Council, LLC 63 715 155 Templeton Global Asset Allocation Fund 147,819,149 336
Templeton Asset Management, Ltd. 64 717 381 Templeton Developing Markets Security Fund 1,785,618,446 4,061
Templeton Investment Council, LLC 65 719 523 Templeton Foreign Securities Fund 4,093,958,173 9,311
Franklin Advisors, Inc. 66 721 4843 Franklin Large Cap Growth Securities Fund 829,670,917 1,887
Franklin Advisors, Inc. 67 723 4842 Franklin Small Cap Fund 1,411,721,489 3,211
Franklin Advisory Services LLC 68 728 4411 Franklin Large Cap Value Securities Fund 33,302,154 76
Franklin Advisors, Inc. 69 729 4410 Franklin Flex Cap Growth Securities Fund 83,371,646 190
Templeton Global Advisors, Ltd. 70 739 4840 Templeton Growth Securities Fund 3,703,878,737 8,424
Franklin Templeton Global Income Securities
Franklin Advisors, Inc. 71 741 4827 Fund 452,155,940 1,028
Franklin Mutual Advisers, LLC. 72 743 4846 Mutual Shares Securities Fund 6,581,304,974 14,969
Franklin Advisors, Inc. 73 745 4821 Franklin Money Market Fund 37,221,388 85
Franklin Mutual Advisers, LLC. 74 753 4845 Mutual Discovery Securities Fund 1,933,274,941 4,397
Franklin Global Communications Securities
Franklin Advisors, Inc. 75 755 4825 Fund 265,956,113 605
Franklin Advisors, Inc. 76 767 4822 Franklin Growth & Income Securities Fund 771,506,749 1,755
Franklin Advisors, Inc. 77 769 4829 Franklin Income Securities Fund 7,168,743,104 16,305
Franklin Advisors, Inc. 78 771 4824 Franklin Real Estate Fund 1,399,292,229 3,183
Franklin Advisory Services LLC 79 773 4836 Franklin Rising Dividends Securities Fund 2,480,243,161 5,641
Franklin Advisory Services LLC 80 775 4848 Franklin Small Cap Value Securities Fund 1,467,267,193 3,337
Franklin Advisors, Inc. 81 777 4826 Franklin High Income Fund 252,961,617 575
Franklin Advisors, Inc. 82 779 4884 Franklin Strategic Income Securities Fund 1,035,724,873 2,356
Franklin Advisors, Inc. 83 781 4830 Franklin U.S. Gov't Fund 568,497,408 1,293
Franklin Municipal Securities Trust (2)
Franklin Advisors, Inc. 84 175 4175 Franklin CA High Yield Municipal Fund 1,639,739,400 3,729
Franklin Advisors, Inc. 85 420 4220 Franklin TN Municipal Bond Fund 168,146,677 382
Franklin Managed Trust (1)
Franklin Advisory Services LLC 86 158 4358 Franklin Rising Dividends Fund 3,116,510,107 7,088
Franklin Templeton Limited Duration Income
Trust (1)
Franklin Templeton Limited Duration Income
Franklin Advisors, Inc. 87 472 4472 Trust 374,931,994 853
Franklin Templeton International Trust (2)
Franklin Advisors, Inc. 88 191 4191 Templeton Foreign Smaller Companies Fund 616,376,887 1,402
Franklin Advisors, Inc. 89 467 2800 Templeton Global Long - Short Fund 250,168,432 569
Franklin Strategic Series (11)
Franklin Advisors, Inc. 90 180 4180 Franklin Flex Cap Growth Fund 2,879,792,335 6,550
Franklin Advisors, Inc. 91 194 4194 Franklin Strategic Income Fund 2,374,554,762 5,401
Franklin Advisors, Inc. 92 197 4197 Franklin Global Communications Fund 101,206,753 230
Franklin Advisors, Inc. 93 198 4198 Franklin Small-Mid Cap Growth Fund 7,233,247,216 16,451
Franklin Advisors, Inc. 94 199 4199 Franklin Global Healthcare Fund 145,134,484 330
Franklin Advisors, Inc. 95 402 4402 Franklin Biotechnology Discovery Fund 417,636,539 950
Franklin Advisors, Inc. 96 403 4403 Franklin Natural Resources Fund 629,976,964 1,433
Franklin Advisors, Inc. 97 404 4404 Franklin U.S. Long-Short Fund 28,409,022 65
Franklin Advisors, Inc. 98 462 4462 Franklin Aggressive Growth Fund 250,850,458 571
Franklin Advisors, Inc. 99 463 4463 Franklin Technology Fund 52,485,409 119
Franklin Advisors, Inc. 100 465 4465 Franklin Small Cap Growth Fund II 1,082,855,169 2,463
Franklin Value Investors Trust (5)
Franklin Advisory Services LLC 101 150 4150 Franklin Balance Sheet Investment Fund 5,605,249,143 12,749
Franklin Advisory Services LLC 102 189 4189 Franklin MicroCap Value Fund 536,471,670 1,220
Franklin Advisory Services LLC 103 422 4297 Franklin MidCapValue Fund 85,517,883 195
Franklin Advisory Services LLC 104 480 4480 Franklin Large Cap Value Fund 276,411,789 629
Franklin Advisory Services LLC 105 482 4282 Franklin Small Cap Value Fund 1,445,016,809 3,287
Franklin Advisors, Inc. 106 2 4002 Franklin Universal Trust 199,225,708 453
Franklin Advisors, Inc. 107 111 4311 Franklin Money Fund 1,958,550,495 4,455
Franklin Advisors, Inc. 108 114 4314 Franklin Tax-Exempt Money Fund 174,296,075 396
Franklin Advisors, Inc. 109 157 4157 Franklin Strategic Mortgage Portfolio 256,542,797 583
Franklin Advisors, Inc. 110 192 4192 Franklin Real Estate Securities Trust 860,040,987 1,956
Franklin Advisors, Inc. 111 193 4193 Franklin Stable Value Fund 176,709,840 402
Franklin Templeton Money Fund Trust (1)
Franklin Advisors, Inc. 112 311 4511 Franklin Templeton Money Fund 119,013,232 271
Institutional Fiduciary Trust (2)
Franklin Advisors, Inc. 113 140 4340 Money Market Portfolio 4,329,154,945 9,846
Franklin Advisors, Inc. 114 149 4149 Franklin Cash Reserves Fund 140,955,332 321
Franklin Templeton Fund Allocator Series
(6) (FTFAS)
Franklin Templeton Perspectives Allocation
Franklin Advisors, Inc. 115 185 723 Fund 306,510,868 697
Franklin Advisors, Inc. 116 470 4467 Franklin Templeton Corefolio Allocation Fund 779,151,219 1,772
Franklin Templeton Founding Funds
Franklin Advisors, Inc. 117 481 4468 Allocation Fund 15,805,981,539 35,949
Franklin Advisors, Inc. 118 484 4484 Franklin Templeton Conservative Target Fund 332,612,860 757
Franklin Advisors, Inc. 119 485 4485 Franklin Templeton Moderate Target Fund 646,793,582 1,471
Franklin Advisors, Inc. 120 486 4486 Franklin Templeton Growth Target Fund 550,347,920 1,252
The Money Market Porfolios (1) (TMMP)
Franklin Advisors, Inc. 121 184 4184 Money Market Portfolio 6,551,025,394 14,900
Franklin Templeton Global Trust (1)
Franklin Advisors, Inc. 122 412 4212 F/T - Hard Currency Fund 361,011,071 821
Templeton Funds, Inc. (2)
Templeton Global Advisors, Ltd. 123 102 31 Templeton World Fund 10,343,909,394 23,526
Templeton Global Advisors, Ltd. 124 104 37 Templeton Foreign Fund 16,619,474,064 37,800
Franklin Mutual Advisers, LLC. 125 471 4447 Franklin Mutual Recovery Fund 564,990,791 1,285
Templeton Funds (5)
Templeton Global Advisors, Ltd. 126 101 105 Templeton Growth Fund, Inc. 39,995,761,025 90,967
Templeton Investment Council, LLC 127 103 30 Templeton Global Smaller Companies Fund 1,783,285,097 4,056
Templeton Asset Management, Ltd. 128 188 4473 Templeton China World Fund 1,024,727,463 2,331
Templeton Investment Council, LLC 129 415 201 Templeton Global Opportunities Trust 685,264,159 1,559
Templeton Asset Management, Ltd. 130 711 505 Templeton Developing Markets Trust 6,369,160,607 14,486
Templeton Income Trust (1)
Franklin Advisors, Inc. 131 406 97 Templeton Global Bond Fund 5,506,303,273 12,524
Templeton Global Investment Trust (4)
Templeton Global Advisors, Ltd. 132 425 4290 Templeton Income Fund 715,788,365 1,628
Templeton Asset Management, Ltd. 133 405 4494 Templeton BRIC Fund 411,532,461 936
Templeton Institutional Funds, Inc. (3)
Templeton Investment Council, LLC 134 454 243 Foreign Equity Series 8,427,998,740 19,169
Templeton Asset Management, Ltd. 135 456 540 Emerging Markets Series 3,533,777,956 8,037
Templeton Investment Council, LLC 136 458 4562 Foreign Smaller Companies Series 149,236,781 339
Templeton Asset Management, Ltd. 137 911 111 Templeton Emerging Markets Fund 403,433,850 918
Franklin Advisors, Inc. 138 946 146 Templeton Global Income Fund 1,192,547,848 2,712
Templeton Russia & Eastern European Fund,
Templeton Asset Management, Ltd. 139 337 337 Inc. 349,504,657 795
Franklin Advisors, Inc. 140 555 555 Templeton Emerging Markets Income Fund 719,294,449 1,636
Templeton Asset Management, Ltd. 141 581 581 Templeton Dragon Fund, Inc 1,174,548,748 2,671
Franklin Mutual Series Fund (6)
Franklin Mutual Advisers, LLC. 142 474 435 Mutual Shares Fund 25,992,455,215 59,118
Franklin Mutual Advisers, LLC. 143 475 434 Mutual Qualified Fund 6,550,141,120 14,898
Franklin Mutual Advisers, LLC. 144 476 431 Mutual Beacon Fund 8,269,537,248 18,808
Franklin Mutual Advisers, LLC. 145 477 432 Mutual Discovery Fund 16,311,163,187 37,098
Franklin Mutual Advisers, LLC. 146 478 433 Mutual European Fund 2,948,879,089 6,707
Franklin Mutual Advisers, LLC. 147 479 666 Mutual Financial Services Fund 1,129,314,648 2,569
FRANKLIN TEMPLETON FOUNDING FUNDS 529
Franklin Advisors, Inc. 148 4298 PORTFOLIO 132,121,264 300
FTFAS-Franklin Templeton 2015 Retirement
Franklin Advisors, Inc. 149 4389 Target Fund 3,905,863 9
FTFAS-Franklin Templeton 2025 Retirement
Franklin Advisors, Inc. 150 4390 Target Fund 4,471,326 10
FTFAS-Franklin Templeton 2035 Retirement
Franklin Advisors, Inc. 151 4391 Target Fund 2,483,371 6
FTFAS-Franklin Templeton 2045 Retirement
Franklin Advisors, Inc. 152 4392 Target Fund 1,868,882 4
Franklin Advisors, Inc. 153 4586 FIST-Franklin Balanced Fund 29,918,371 68
Franklin Advisors, Inc. 154 4713 Corefolio 106,902,453 243
Franklin Advisors, Inc. 155 4714 Age Newborn 8 Years 404,707,003 920
Franklin Advisors, Inc. 156 4715 Age 9-12 Years 213,800,289 486
Franklin Advisors, Inc. 157 4716 Age 13-16 Years 184,873,040 420
Franklin Advisors, Inc. 158 4717 Age 17+ 56,747,651 129
Franklin Advisors, Inc. 159 4719 Franklin Capital Growth 529 Portfolio 15,235,313 35
Franklin Advisors, Inc. 160 4721 Franklin Income 529 Portfolio 69,694,431 159
Franklin Advisors, Inc. 161 4723 Franklin Small Mid Cap Growth 529 Portfolio 14,969,282 34
Franklin Advisors, Inc. 162 4725 Growth 75,143,510 171
Franklin Advisors, Inc. 163 4727 Growth and Income 529 Portfolio 53,566,207 122
Franklin Advisors, Inc. 164 4728 Income 529 Portfolio 12,955,427 29
Franklin Advisors, Inc. 165 4730 Mutual Shares 529 Portfolio 66,323,033 151
Franklin Advisors, Inc. 166 4732 Templeton Growth 529 Portfolio 76,012,429 173
Franklin Advisors, Inc. 167 4735 Franklin Stable Value 20,442,280 46
Franklin Advisory Services LLC 168 11579 Franklin All Cap Value Fund 3,883,344 9
TGIT-Templeton Emerging Markets Small Cap
Templeton Asset Management, Ltd. 169 4398 Fund 69,665,252 158
Templeton Global Advisors, Ltd. 170 4419 Templeton Growth Fund II Limited 41,211,216 94
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TOTAL: $ 403,064,174,203 $ 916,737
-------------------------------------------------------------------------
CERTIFICATE OF SECRETARY
Franklin California Tax-Free Income Fund, Inc.
Franklin California Tax-Free Trust
Franklin Capital Growth Fund
Franklin Custodian Funds, Inc.
Franklin Federal Money Fund
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 Fund, Inc.
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
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 Directors/Trustees of
each Fund, including a majority of the Directors/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 22, 2007, 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 Trust 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
Fund's portfolio, 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 $185,000,000 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
Vice President and
Secretary or
Assistant Secretary
Dated: December 17, 2007
3
CERTIFICATE OF SECRETARY OF
TEMPLETON GROWTH FUND, INC. ("TGF")
TEMPLETON FUNDS, INC. ("TFI")
Templeton World Fund ("TWF")
Templeton Foreign Fund ("TFF")
TEMPLETON FUNDS ("TF-DST")
TEMPLETON GLOBAL SMALLER COMPANIES FUND ("TGSCF")
TEMPLETON INCOME TRUST ("TIT")
Templeton Global Bond Fund ("TGBF")
TEMPLETON INCOME TRUST ("TIT-DST")
TEMPLETON DEVELOPING MARKETS TRUST ("TDMT")
TEMPLETON GLOBAL OPPORTUNITIES TRUST ("TGOT")
TEMPLETON INSTITUTIONAL FUNDS, INC. ("TIFI")
Foreign Equity Series ("FES")
Emerging Markets Series ("EMS")
Foreign Smaller Companies Series ("FSCS")
TEMPLETON INSTITUTIONAL TRUST ("TINST-DST")
TEMPLETON GLOBAL INVESTMENT TRUST ("TGIT")
Templeton BRIC Fund ("TBRICF")
Templeton Income Fund ("TINCF")
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, Robert C. Rosselot, 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 22, 2007, 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
$185,000,000 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/ ROBERT C. ROSSELOT
Robert C. Rosselot
Secretary
DATED: September 28, 2007