<DOCUMENT>
<TYPE>EX-99.2R
<SEQUENCE>9
<FILENAME>ftlditcodeofethics1202.txt
<TEXT>
                                       1

                                                                           12/02
                           FRANKLIN TEMPLETON INVESTMENTS
                                 CODE OF ETHICS
                                       AND
                       POLICY STATEMENT ON INSIDER TRADING

                                TABLE OF CONTENTS

CODE OF ETHICS...............................................................1

PART 1 - STATEMENT OF PRINCIPLES.............................................2
PART 2 - PURPOSES, AND CONSEQUENCES OF NON-COMPLIANCE........................3
PART 3 - COMPLIANCE REQUIREMENTS FOR ALL ACCESS PERSONS......................4
PART 4 - ADDITIONAL COMPLIANCE REQUIREMENTS APPLICABLE TO PORTFOLIO PERSONS.11
PART 5 - REPORTING REQUIREMENTS FOR ALL ACCESS PERSONS......................14
PART 6 - PRE-CLEARANCE REQUIREMENTS.........................................18
PART 7 - PENALTIES FOR VIOLATIONS OF THE CODE...............................23
PART 8 - A REMINDER ABOUT THE FRANKLIN TEMPLETON INVESTMENTS INSIDER TRADING
POLICY......................................................................25
PART 9 - FOREIGN COUNTRY SUPPLEMENTS (CANADA)...............................26

APPENDIX A:   COMPLIANCE PROCEDURES AND DEFINITIONS.........................28

I.    RESPONSIBILITIES OF EACH DESIGNATED COMPLIANCE OFFICER................29
II.   COMPILATION OF DEFINITIONS OF IMPORTANT TERMS.........................34
III.  SECURITIES EXEMPT FROM THE PROHIBITED, REPORTING, AND PRE-CLEARANCE
      PROVISIONS............................................................36
IV.   LEGAL REQUIREMENT.....................................................37

APPENDIX B: ACKNOWLEGMENT FORM AND SCHEDULES................................38

ACKNOWLEDGMENT FORM.........................................................39
SCHEDULE A: LEGAL AND COMPLIANCE OFFICERS AND PRECLEARANCE DESK TELEPHONE &
FAX NUMBERS.................................................................40
SCHEDULE B - TRANSACTIONS REPORT............................................41
SCHEDULE C - INITIAL, ANNUAL, & UPDATED DISCLOSURE OF ACCESS PERSONS
SECURITIES HOLDINGS.........................................................42
SCHEDULE D - NOTIFICATION OF  SECURITIES ACCOUNT............................43
SCHEDULE E - NOTIFICATION OF DIRECT OR INDIRECT BENEFICIAL INTEREST.........44
SCHEDULE F - INITIAL, ANNUAL, & UPDATED DISCLOSURE OF SECURITIES ACCOUNTS...45
SCHEDULE G - INITIAL AND ANNUAL CERTIFICATION OF DISCRETIONARY AUTHORITY....46
SCHEDULE H:  CHECKLIST FOR INVESTMENTS IN PARTNERSHIPS AND SECURITIES ISSUED
IN PRIVATE PLACEMENTS MADE BY PORTFOLIO PERSONS.............................47

APPENDIX C: INVESTMENT ADVISOR AND BROKER-DEALER AND OTHER SUBSIDIARIES OF
FRANKLIN RESOURCES, INC. -  DECEMBER 2002...................................49


POLICY STATEMENT ON INSIDER TRADING..........................................1

A.    LEGAL REQUIREMENT......................................................1
B.    WHO IS AN INSIDER?.....................................................2
C.    WHAT IS MATERIAL INFORMATION?..........................................2
D.    WHAT IS NON-PUBLIC INFORMATION?........................................2
E.    BASIS FOR LIABILITY....................................................2
F.    PENALTIES FOR INSIDER TRADING..........................................3
G.    INSIDER TRADING PROCEDURES.............................................4
H.    FAIR DISCLOSURE POLICIES AND PROCEDURES................................6

SUPPLEMENTAL MEMORANDUM......................................................1

CHINESE WALL PROCEDURES......................................................1



                                 CODE OF ETHICS

      Franklin Resources, Inc. and all of its subsidiaries, and the funds in the
Franklin Templeton Group of Funds (the "Funds") (collectively, "Franklin
Templeton Investments") will follow this Code of Ethics (the "Code") and Policy
Statement on Insider Trading (the "Insider Trading Policy"), including any
supplemental memoranda. Additionally, the subsidiaries listed in Appendix C of
this Code, together with Franklin Resources, Inc., the Funds, the Fund's
investment advisers and principal underwriter, have adopted the Code and Insider
Trading Policy.

PART 1 - STATEMENT OF PRINCIPLES
      Franklin Templeton Investments' policy is that the interests of
shareholders and clients are paramount and come before the interests of any
director, officer or employee of Franklin Templeton Investments.1
      Personal investing activities of ALL directors, officers and employees of
Franklin Templeton Investments should be conducted in a manner to avoid actual
OR potential conflicts of interest with Franklin Templeton Investments, Fund
shareholders, and other clients of any Franklin Templeton adviser.
      Directors, officers and employees of Franklin Templeton Investments shall
use their positions with Franklin Templeton Investments and any investment
opportunities they learn of because of their positions with Franklin Templeton
Investments, in a manner consistent with their fiduciary duties for the benefit
of Fund shareholders, and clients.


PART 2 - PURPOSES, AND CONSEQUENCES OF NON-COMPLIANCE
      It is important that you read and understand this document, because its
overall purpose is to help all of us comply with the law and to preserve and
protect the outstanding reputation of Franklin Templeton Investments. This
document was adopted to comply with Securities and Exchange Commission rules
under the Investment Company Act of 1940 ("1940 Act"), the Investment Advisers
Act of 1940 ("Advisers Act"), the Insider Trading and Securities Fraud
Enforcement Act of 1988 ("ITSFEA"), industry practice and the recommendations
contained in the ICI's Report of the Advisory Group on Personal Investing. Any
violation of the Code or Insider Trading Policy, including engaging in a
prohibited transaction or failing to file required reports, may result in
disciplinary action, and, when appropriate, termination of employment and/or
referral to appropriate governmental agencies.



PART 3 - COMPLIANCE REQUIREMENTS FOR ALL ACCESS PERSONS

3.1   WHO IS COVERED BY THE CODE AND HOW DOES IT WORK?
      The principles contained in the Code must be observed by ALL directors,
officers and employees2 of Franklin Templeton Investments. However, there are
different categories of restrictions on personal investing activities. The
category in which you have been placed generally depends on your job function,
although unique circumstances may result in you being placed in a different
category.
The Code covers the following categories of employees who are described below:

(1)   ACCESS PERSONS: Access Persons are those employees who have "ACCESS TO
      INFORMATION" concerning recommendations made to a Fund or client
      with regard to the purchase or sale of a security. Examples of
      "ACCESS TO INFORMATION" would include having access to trading
      systems, portfolio accounting systems, research databases or
      settlement information. Access Persons would typically include
      employees, including Futures Associates, in the following
      departments:

o     fund accounting;
o     investment operations;
o     information services & technology;
o     product management;
o     legal and legal compliance
o     and anyone else designated by the Director, Global Compliance

      In addition, you are an Access Person if you are any of the following:

o     an officer or and directors of funds;
o     an officer or director of an investment advisor or broker-dealer
      subsidiary in  Franklin Templeton Investments;
o     a person that controls those entities; and
o     any Franklin Resources' Proprietary Account ("Proprietary Account")3

(2)   PORTFOLIO PERSONS: Portfolio Persons are a subset of Access Persons
      and are those employees of Franklin Templeton Investments, who, in
      connection with his or her regular functions or duties, makes or
      participates in the decision to purchase or sell a security by a
      Fund in Franklin Templeton Investments, or any other client or if
      his or her functions relate to the making of any recommendations
      about those purchases or sales. Portfolio Persons include:

o     portfolio managers;
o     research analysts;
o     traders;
o     employees serving in equivalent capacities (such as Futures Associates);
o     employees supervising the activities of Portfolio Persons; and anyone else
o     designated by the Director, Global Compliance

(3)   NON-ACCESS PERSONS: If you are an employee of Franklin Templeton
      Investments AND you do not fit into any of the above categories, you
      are a Non-Access Person. Because you do not normally receive
      confidential information about Fund portfolios, you are subject only
      to the prohibited transaction provisions described in 3.4 of this
      Code and the Franklin Resources, Inc.'s Standards of Business
      Conduct contained in the Employee Handbook.

      Please contact the Legal Compliance Department if you are unsure as to
what category you fall in or whether you should be considered to be an Access
Person or Portfolio Person.

      The Code works by prohibiting some transactions and requiring
pre-clearance and reporting of most others. NON-ACCESS PERSONS do not have to
pre-clear their security transactions, and, in most cases, do not have to report
their transactions. "INDEPENDENT DIRECTORS" need not pre-clear or report any
securities transaction unless you knew, or should have known that, during the
15-day period before or after the transaction, the security was purchased or
sold or considered for purchase or sale by a Fund or Franklin Resources for a
Fund. (SEE Section 5.2.B below.) HOWEVER, PERSONAL INVESTING ACTIVITIES OF ALL
EMPLOYEES AND INDEPENDENT DIRECTORS ARE TO BE CONDUCTED IN COMPLIANCE WITH THE
PROHIBITED TRANSACTIONS PROVISIONS CONTAINED IN 3.4 BELOW. If you have any
questions regarding your personal securities activity, contact the Legal
Compliance Department.


3.2   WHAT ACCOUNTS AND TRANSACTIONS ARE COVERED?
      The Code covers all of your personal securities accounts and
transactions, as well as transactions by any of Franklin Resource's Proprietary
Accounts. It also covers all securities and accounts in which you have
"beneficial ownership." 4 A transaction by or for the account of your spouse, or
any other family member living in your home is considered to be the same as a
transaction by you. Also, a transaction for any account in which you have any
economic interest (other than the account of an unrelated client for which
advisory fees are received) AND have or share investment control is generally
considered the same as a transaction by you. For example, if you invest in a
corporation that invests in securities and you have or share control over its
investments, that corporation's securities transactions are considered yours.

      However, you are not deemed to have a pecuniary interest in any securities
held by a partnership, corporation, trust or similar entity unless you control,
or share control of such entity, or have, or share control over its investments.
For example, securities transactions of a trust or foundation in which you do
not have an economic interest (i.e., you are not the trustor or beneficiary) but
of which you are a trustee are not considered yours unless you have voting or
investment control of its assets. Accordingly, each time the words "you" or
"your" are used in this document, they apply not only to your personal
transactions and accounts, but also to all transactions and accounts in which
you have any direct or indirect beneficial interest. If it is not clear whether
a particular account or transaction is covered, ask a Preclearance Officer for
guidance.

3.3   WHAT SECURITIES ARE EXEMPT FROM THE CODE OF ETHICS?
      You do not need to pre-clear OR report transactions of the following
                                   --
securities:

      (1)   securities that are direct obligations of the U. S. Government
            (i.e., issued or guaranteed by the U.S. Government, such as Treasury
            bills, notes and bonds, including U.S. Savings Bonds and
            derivatives thereof);

      (2)   high quality short-term instruments, including but not limited to
            bankers' acceptances, bank certificates of deposit, commercial paper
            and repurchase agreements;

      (3)   shares of registered open-end investment companies ("mutual funds");
            and

      (4)   commodity futures (excluding futures on individual securities),
            currencies, currency forwards and derivatives thereof.

      Such transactions are also exempt from: (i) the prohibited transaction
provisions contained in Part 3.4 such as front-running; (ii) the additional
compliance requirements applicable to portfolio persons contained in Part 4; and
(iii) the applicable reporting requirements contained in Part 5.

3.4    PROHIBITED TRANSACTIONS FOR ALL ACCESS PERSONS

      A.    "INTENT" IS IMPORTANT
            ---------------------
      Certain transactions described below have been determined by the courts
and the SEC to be prohibited by law. The Code reiterates that these types of
transactions are a violation of the Statement of Principals and are prohibited.
Preclearance, which is a cornerstone of our compliance efforts, cannot detect
transactions which are dependent upon INTENT, or which by their nature, occur
before any order has been placed for a fund or client. A Preclearance Officer,
who is there to assist you with compliance with the Code, CANNOT guarantee any
transaction or transactions comply with the Code or the law. The fact that your
transaction receives preclearance, shows evidence of good faith, but depending
upon all the facts, may not provide a full and complete defense to any
accusation of violation of the Code or of the law. For example, if you executed
a transaction for which you received approval, or if the transaction was exempt
from preclearance (e.g., a transaction for 100 shares or less), would not
preclude a subsequent finding that front-running or scalping occurred because
such activity are dependent upon your intent. Intent cannot be detected during
preclearance, but only after a review of all the facts.
      In the final analysis, compliance remains the responsibility of EACH
individual effecting personal securities transactions.

      B.    FRONT-RUNNING:  TRADING AHEAD OF A FUND OR CLIENT
            -------------------------------------------------
      You cannot front-run any trade of a Fund or client.  The term
"front-run" means knowingly trading before a contemplated transaction by a Fund
or client of any Franklin Templeton adviser, whether or not your trade and the
Fund's or client's trade take place in the same market. Thus, you may not:

     (1)    purchase a security if you intend, or know of Franklin Templeton
            Investments' intention, to purchase that security or a related
            security on behalf of a Fund or client, or

     (2)    sell a security if you intend, or know of Franklin Templeton
            Investments' intention, to sell that security or a related security
            on behalf of a Fund or client.

      C.    SCALPING.
            ---------
      You cannot purchase a security (or its economic equivalent) with the
intention of recommending that the security be purchased for a Fund, or client,
or sell short a security (or its economic equivalent) with the intention of
recommending that the security be sold for a Fund or client. Scalping is
prohibited whether or not you realize a profit from such transaction.

      D.    TRADING PARALLEL TO A FUND OR CLIENT
            ------------------------------------
      You cannot buy a security if you know that the same or a related security
is being bought contemporaneously by a Fund or client, or sell a security if you
know that the same or a related security is being sold contemporaneously by a
Fund or client.

      E.    TRADING AGAINST A FUND OR CLIENT
            --------------------------------
      You cannot:

     (1)    buy a security if you know that a Fund or client is selling the same
            or a related security, or has sold the security, until seven (7)
            calendar days after the Fund's or client's order has either been
            executed or withdrawn, or

     (2)    sell a security if you know that a Fund or client is buying the same
            or a related security, or has bought the security until seven (7)
            calendar days after the Fund's or client's order has either been
            executed or withdrawn.

      Refer to Section I.A., "Pre-Clearance Standards," of Appendix A of the
Code for more details regarding the preclearance of personal securities
transactions.

      F.    USING PROPRIETARY INFORMATION FOR PERSONAL TRANSACTIONS
            -------------------------------------------------------
      You cannot buy or sell a security based on Proprietary Information 5
without disclosing the information and receiving written authorization. If you
wish to purchase or sell a security about which you obtained such information,
you must report all of the information you obtained regarding the security to
the Appropriate Analyst(s)6, or to the Director, Global Compliance for
dissemination to the Appropriate Analyst(s).

      You will be permitted to purchase or sell such security if the Appropriate
Analyst(s) confirms to the Preclearance Desk that there is no intention to
engage in a transaction regarding the security within seven (7) calendar days on
behalf of an Associated Client7 and you subsequently preclear such security in
accordance with Part 6 below.

      G.    CERTAIN TRANSACTIONS IN SECURITIES OF FRANKLIN RESOURCES, INC.,
            --------------------------------------------------------------
AND AFFILIATED CLOSED-END FUNDS, AND REAL ESTATE INVESTMENT TRUST
--------------------------------------------------------------------------
      If you are an employee of Franklin Resources, Inc. or any of its
affiliates, including Franklin Templeton Investments, you cannot effect a short
sale of the securities, including "short sales against the box" of Franklin
Resources, Inc., or any of the Franklin or Templeton closed-end funds, or any
other security issued by Franklin Resources, Inc. or its affiliates. This
prohibition would also apply to effecting economically equivalent transactions,
including, but not limited to purchasing and selling call or put options and
"swap" transactions or other derivatives. Officers and directors of Franklin
Templeton Investments who may be covered by Section 16 of the Securities
Exchange Act of 1934, are reminded that their obligations under that section are
in addition to their obligations under this Code.

3.5   SERVICE AS A DIRECTOR
      As an employee of Franklin Templeton Investments, you may not serve as a
director, trustee, or in a similar capacity for any public or private company
(excluding not-for-profit companies, charitable groups, and eleemosynary
organizations) unless you receive approval from a member of the Office of the
President or Office of the Chairman (excluding the vote of any member who is
seeking such approval for himself) and it is determined that your service is
consistent with the interests of the clients of Franklin Templeton Investments.
You must notify the Legal Compliance Department in writing of your interest in
serving as a director, which includes the justification for such directorship.
Legal Compliance will process the request through the OOP/OOC.

            Legal Compliance will advise you of the OOP/OOC's decision. If
approved, the Legal Compliance Department will furnish procedures applicable to
serving as an outside director to you.


PART 4 - ADDITIONAL COMPLIANCE REQUIREMENTS APPLICABLE TO PORTFOLIO PERSONS8

4.1   REQUIREMENT TO DISCLOSE INTEREST AND METHOD OF DISCLOSURE
      As a Portfolio Person, you must promptly disclose your direct or
indirect beneficial interest in a security whenever you learn that the security
is under consideration for purchase or sale by an Associated Client in the
Franklin Templeton Group and you;

    (1)   Have or share investment control of the Associated Client;

    (2)   Make any recommendation or participate in the determination of
     which recommendation shall be made on behalf of the Associated Client; or

    (3)   Have functions or duties that relate to the determination of
     which recommendation shall be made to the Associated Client.

      In such instances, you must initially disclose that beneficial interest
orally to the primary portfolio manager (or other Appropriate Analyst) of the
Associated Client(s) considering the security, the Director of Research and
Trading or the Director, Global Compliance. Following that oral disclosure, you
must send a written acknowledgment of that interest on Schedule E (or on a form
containing substantially similar information) to the primary portfolio manager
(or other Appropriate Analyst), with a copy to the Legal Compliance Department.

4.2   SHORT SALES OF SECURITIES
      You cannot sell short ANY security held by your Associated Clients,
including "short sales against the box". Additionally, Portfolio Persons
associated with the Templeton Group of Funds and clients cannot sell short any
security on the Templeton "Bargain List". This prohibition would also apply to
effecting economically equivalent transactions, including, but not limited to,
sales of uncovered call options, purchases of put options while not owning the
underlying security and short sales of bonds that are convertible into equity
positions.

4.3   SHORT SWING TRADING
      Portfolio Persons cannot profit from the purchase and sale or sale and
purchase within sixty calendar days of any security, including derivatives.
Portfolio Persons are responsible for transactions that may occur in margin and
option accounts and all such transactions must comply with this restriction.9
This restriction does NOT apply to:

    (1) trading within a shorter period if you do not realize a profit and if
        you do not violate any other provisions of this Code; AND
                                                              ---

    (2) profiting on the purchase and sale or sale and purchase within sixty
        calendar days of the following securities:

       []   securities that are direct obligations of the U.S. Government, such
           as Treasury bills, notes and bonds, and U.S. Savings Bonds and
           derivatives thereof;

       []    high quality short-term instruments ("money market instruments")
           including but not limited to (i) bankers' acceptances, (ii)
           U.S. bank certificates of deposit; (iii) commercial paper; and
           (iv) repurchase agreements;

       []   shares of registered open-end investment companies; and

       []   commodity futures, currencies, currency forwards and derivatives
            thereof.


      Calculation of profits during the 60-calendar day holding period generally
will be based on "last-in, first-out" ("LIFO"). Portfolio Persons may elect to
calculate their 60 calendar day profits on either a LIFO or FIFO ("first-in,
first-out") basis when there has not been any activity in such security by their
Associated Clients during the previous 60 calendar days.



4.4   SECURITIES SOLD IN A PUBLIC OFFERING
      Portfolio Persons cannot buy securities in any initial public offering, or
   a secondary offering by an issuer, INCLUDING initial public offerings of
   securities made by closed-end funds and real estate investment trusts advised
   by Franklin Templeton Investments. Purchases of open-end mutual funds are
   excluded from this prohibition.

4.5   INTERESTS IN PARTNERSHIPS AND SECURITIES ISSUED IN PRIVATE PLACEMENTS
      Portfolio Persons cannot acquire limited partnership interests or other
   securities in private placements unless they:

     (1)   complete the Private Placement Checklist (Schedule H);
     (2)   provide supporting documentation (e.g., a copy of the offering
           memorandum); and
     (3)   obtain approval of the appropriate Chief Investment Officer; and
     (4)   submit all documents to the Legal Compliance Department
   Approval will only be granted after the Director of Global Compliance
   consults with an executive officer of Franklin Resources, Inc.



PART 5 - REPORTING REQUIREMENTS FOR ALL ACCESS PERSONS

5.1   REPORTING OF BENEFICIAL OWNERSHIP AND SECURITIES TRANSACTIONS
      Compliance with the following personal securities transaction reporting
procedures is essential to enable us to meet our responsibilities to Funds and
other clients and to comply with regulatory requirements. You are expected to
comply with both the letter and spirit of these requirements, including
completing and filing all reports required under the Code in a timely manner.

5.2   INITIAL HOLDINGS AND BROKERAGE ACCOUNT REPORTS
      A.    ALL ACCESS PERSONS (EXCEPT INDEPENDENT DIRECTORS) Every employee
      (new or transfer) of Franklin Templeton Investments who becomes an Access

      Person, must file:
        (1)   An Acknowledgement Form;
        (2)   Schedule C:  Initial, Annual & Updated Disclosure of Securities
              Holdings; and
        (3)   Schedule F:  Initial, Annual & Updated Disclosure of Securities
              Accounts

      The Acknowledgement Form, Schedule C and Schedule F MUST be completed and
      returned to the Legal Compliance Department within 10 CALENDAR DAYS of the
      date the employee becomes an access person.

5.3   QUARTERLY TRANSACTION REPORTS
      A.    ALL ACCESS PERSONS  (EXCEPT INDEPENDENT DIRECTORS)
      You MUST report ALL securities transactions by; (i) providing the Legal
Compliance Department with copies of ALL broker's confirmations and statements
within 10 calendar days after the end of the calendar quarter (which may be sent
under separate cover by the broker) showing ALL transactions and holdings in
securities AND (ii) certifying by January 30th of each year that you have
disclosed all such brokerage accounts on Schedule F to the Legal Compliance
Department. The brokerage statements and confirmations must include all
transactions in securities in which you have, or by reason of the transaction
acquire any direct or indirect beneficial ownership, including transactions in a
discretionary account and transactions for any account in which you have any
economic interest AND have or share investment control. Also, if you acquire
securities by any other method which is not being reported to the Legal
Compliance Department by a duplicate confirmation statement at or near the time
of the acquisition, you must report that acquisition to the Legal Compliance
Department on Schedule B within 10 calendar days after you are notified of the
acquisition. Such acquisitions include, among other things, securities acquired
by gift, inheritance, vesting,10 stock splits, merger or reorganization of the
issuer of the security.

      You must file these documents with the Legal Compliance Department not
later than 10 calendar days after the end of each quarter, but you need not show
or report transactions for any account over which you had no direct or indirect
influence or control.11 Failure to timely report transactions is a violation of
Rule 17j-1 as well as the Code, and may be reported to the Fund's Board of
Directors and may also result, among other things, in denial of future personal
security transaction requests.

      B.    INDEPENDENT DIRECTORS
      If you are a director of a Fund within Franklin Templeton Investments but
you are not an "interested person" of the Fund, you are not required to file
transaction reports unless you knew or should have known that, during the 15-day
period before or after a transaction, the security was purchased or sold, or
considered for purchase or sale, by a Fund or by Franklin Templeton Investments
on behalf of a Fund.

5.4   ANNUAL REPORTS - ALL ACCESS PERSONS
      A.    SECURITIES ACCOUNTS REPORTS (EXCEPT INDEPENDENT DIRECTORS)
            ----------------------------
      As an access person, you must file a report of all personal securities
accounts on Schedule F, with the Legal Compliance Department, annually by
January 30th.  You must report the name and description of each securities
account in which you have a direct or indirect beneficial interest, including
securities accounts of a spouse and minor children.  You must also report any
account in which you have any economic interest AND have or share investment
                                                ---
control (e.g., trusts, foundations, etc.) other than an account for a Fund
in, or a client of,  Franklin Templeton Investments.

      B.    SECURITIES HOLDINGS REPORTS (EXCEPT INDEPENDENT DIRECTORS)
      ---------------------------------
      You must file a report of personal securities holdings on Schedule C, with
the Legal Compliance Department, by January 30th of each year. This report
should include ALL of your securities holdings, including any security acquired
by a transaction, gift, inheritance, vesting, merger or reorganization of the
issuer of the security, in which you have any direct or indirect beneficial
ownership, including securities holdings in a discretionary account and for any
account in which you have any economic interest AND have or share investment
control. Your securities holding information must be current as of a date no
more than 30 days before the report is submitted. You may attach copies of
year-end brokerage statements to the Schedule C in lieu of listing each security
position on the schedule.

      C. CERTIFICATION OF COMPLIANCE WITH THE CODE OF ETHICS (INCLUDING
          ---------------------------------------------------
         INDEPENDENT DIRECTORS)
      All access persons, including independent directors, will be asked to
certify that they will comply with FRANKLIN TEMPLETON INVESTMENTS' CODE OF
ETHICS AND POLICY STATEMENT ON INSIDER TRADING by filing the Acknowledgment Form
with the Legal Compliance Department within 10 business days of receipt of the
Code. Thereafter, you will be asked to certify that you have complied with the
Code during the preceding year by filing a similar Acknowledgment Form by
January 30 of each year.

5.5   BROKERAGE ACCOUNTS AND CONFIRMATIONS OF SECURITIES TRANSACTIONS (EXCEPT
INDEPENDENT DIRECTORS)
      If you are an access person , in Franklin Templeton Investments, before or
at a time contemporaneous with opening a brokerage account with a registered
broker-dealer, or a bank, or placing an initial order for the purchase or sale
of securities with that broker-dealer or bank, you must:

     (1) notify the Legal Compliance Department, in writing, by completing
         Schedule D or by providing substantially similar information; and

     (2) notify the institution with which the account is opened, in
         writing, of your association with Franklin Templeton Investments.

      The Compliance Department will request the institution in writing to send
to it duplicate copies of confirmations and statements for all transactions
effected in the account simultaneously with their mailing to you.

      If you have an existing account on the effective date of this Code or upon
becoming an access person, you must comply within 10 days with conditions (1)
and (2) above.


PART 6 - PRE-CLEARANCE REQUIREMENTS

6.1   PRIOR APPROVAL OF SECURITIES TRANSACTIONS

      A.    LENGTH OF APPROVAL
            ------------------
      Unless you are covered by Paragraph C or D below, you cannot buy or sell
any security, without first contacting a Preclearance Officer by fax, phone, or
e-mail and obtaining his or her approval. Approval is good until the close of
the business day following the day clearance is granted but may be extended in
special circumstances, shortened or rescinded, as explained in Appendix A.

      B.    SECURITIES NOT REQUIRING PRECLEARANCE
            -------------------------------------
      The securities enumerated below do not require preclearance under the
Code.  However, all other provisions of the Code apply, including, but not
limited to: (i) the prohibited transaction provisions contained in Part 3.4
such as front-running; (ii) the additional compliance requirements applicable
to portfolio persons contained in Part 4, (iii) the applicable reporting
requirements contained in Part 5; and (iv) insider trading prohibitions.
You need NOT pre-clear transactions in the following securities:

      (1) FRANKLIN RESOURCES, INC., AND ITS AFFILIATES.  Purchases and sales of
           securities of Franklin Resources, Inc., closed-end funds of the
           Franklin Templeton Group, or real estate investment trusts advised
           by Franklin Properties Inc., as these securities cannot be
           purchased on behalf of our advisory clients.12

      (2) SMALL QUANTITIES.
          o Transactions that do not result in purchases or sales of more than
             100 shares of any one security, regardless of where it is traded,
             in any 30 day period; or
          o Transactions of 500 shares or less of any security listed on the
             NYSE or NASDAQ NMS (does not include NASDAQ Small Cap or OTC) in
             any 30 day period; or
          o Transactions of 1000 shares or less of the top 50 securities by
             volume during the previous calendar quarter on the NYSE or NASDAQ
             NMS(does not include Small Cap or OTC) in any 30 day period.
          o Transactions in municipal bonds with a face value of $100,000 or
             less.

      HOWEVER, YOU MAY NOT EXECUTE ANY TRANSACTION, REGARDLESS OF QUANTITY, IF
      YOU LEARN THAT THE FUNDS ARE ACTIVE IN THE SECURITY. IT WILL BE PRESUMED
      THAT YOU HAVE KNOWLEDGE OF FUND ACTIVITY IN THE SECURITY IF, AMONG OTHER
      THINGS, YOU ARE DENIED APPROVAL TO GO FORWARD WITH A TRANSACTION REQUEST.

      (3) DIVIDEND REINVESTMENT PLANS:  Transactions made pursuant to dividend
           reinvestment plans ("DRIPs") do not require preclearance
           regardless of quantity or Fund activity.

      (4) GOVERNMENT OBLIGATIONS. Transactions in securities issued or
           guaranteed by the governments of the United States, Canada, the
           United Kingdom, France, Germany, Switzerland, Italy and Japan, or
           their agencies or instrumentalities, or derivatives thereof.

      (5) PAYROLL DEDUCTION PLANS. Securities purchased by an employee's spouse
           pursuant to a payroll deduction program, provided the access person
           has previously notified the Compliance Department in writing that the
           spouse will be participating in the payroll deduction program.

      (6) EMPLOYER STOCK OPTION PROGRAMS. Transactions involving the exercise
           and/or purchase by an access person or an access person's spouse of
           securities pursuant to a program sponsored by a corporation employing
           the access person or spouse.

      (7) PRO RATA DISTRIBUTIONS.  Purchases effected by the exercise of rights
           issued pro rata to all holders of a class of securities or the
           sale of rights so received.

      (8) TENDER OFFERS. Transactions in securities pursuant to a bona fide
           tender offer made for any and all such securities to all similarly
           situated shareholders in conjunction with mergers, acquisitions,
           reorganizations and/or similar corporate actions. However, tenders
           pursuant to offers for less than all outstanding securities of a
           class of securities of an issuer must be precleared.

      (9) NOT ELIGIBLE FOR FUNDS AND CLIENTS.  Transactions in any securities
           that are prohibited investments for all Funds and clients advised
           by the entity employing the access person.

     (10) NO INVESTMENT CONTROL.  Transactions effected for an account or entity
          over which you do not have or share investment control (i.e., an
          account where someone else exercises complete investment control).

     (11) NO BENEFICIAL OWNERSHIP.  Transactions in which you do not acquire or
          dispose of direct or indirect beneficial ownership (i.e., an
          account where in you have no financial interest).

     (12) ETFS AND HOLDRS.  Transactions in Exchange-Traded Funds and Holding
          Company Depository Receipts (Holdrs).

      Although an access person's securities transaction may be exempt from
preclearing, such transactions must comply with the prohibited transaction
provisions of Section 3.4 above. Additionally, you may not trade any securities
as to which you have "inside information" (see attached FRANKLIN TEMPLETON
INVESTMENTS' POLICY STATEMENT ON INSIDER TRADING). If you have any questions,
contact a Preclearance Officer before engaging in the transaction. If you have
any doubt whether you have or might acquire direct or indirect beneficial
ownership or have or share investment control over an account or entity in a
particular transaction, or whether a transaction involves a security covered by
the Code, you should consult with a Preclearance Officer before engaging in the
transaction.

      C.    DISCRETIONARY ACCOUNTS
            ----------------------
      You need not pre-clear transactions in any discretionary account for which
a registered broker-dealer, a registered investment adviser, or other investment
manager acting in a similar fiduciary capacity, which is not affiliated with
Franklin Templeton Investments, exercises sole investment discretion, if the
following conditions are met:13

      (1) The terms of each account relationship ("Agreement") must be in
          writing and filed with a Preclearance Officer prior to any
          transactions.

      (2) Any amendment to each Agreement must be filed with a Preclearance
          Officer prior to its effective date.

      (3) The Portfolio Person certifies to the Compliance Department at the
          time such account relationship commences, and annually thereafter, as
          contained in Schedule G of the Code that such Portfolio Person does
          not have direct or indirect influence or control over the account,
          other than the right to terminate the account.

      (4) Additionally, any discretionary account that you open or maintain with
          a registered broker-dealer, a registered investment adviser, or other
          investment manager acting in a similar fiduciary capacity must provide
          duplicate copies of confirmations and statements for all transactions
          effected in the account simultaneously with their delivery to you., If
          your discretionary account acquires securities which are not reported
          to a Preclearance Officer by a duplicate confirmation, such
          transaction must be reported to a Preclearance Officer on Schedule B
          within 10 days after you are notified of the acquisition.14

However, if you make ANY request that the discretionary account manager enter
into or refrain from a specific transaction or class of transactions, you must
first consult with a Preclearance Officer and obtain approval prior to making
such request.

      D.    DIRECTORS WHO ARE NOT ADVISORY PERSONS OR ADVISORY REPRESENTATIVES
            ------------------------------------------------------------------
      You need not pre-clear any securities if:

      (1)   You are a director of a Fund in  Franklin Templeton Investments and
            a director of the fund's advisor;

      (2)   You are not an "advisory person"15 of a Fund in  Franklin Templeton
            Investments; and

      (3)   You are not an employee of any Fund,

      or

      (1)   You are a director of a Fund in the Franklin Templeton Group;

      (2)   You are not an "advisory representative"16  of Franklin Resources or
            any subsidiary; and

      (3)   You are not an employee of any Fund,

unless you know or should know that, during the 15-day period before the
transaction, the security was purchased or sold, or considered for purchase or
sale, by a Fund or by Franklin Resources on behalf of a Fund or other client.

            Directors, other than independent Directors, qualifying under this
paragraph are required to comply with all applicable provisions of the Code
including reporting their initial holdings and brokerage accounts in accordance
with 5.2, personal securities transactions and accounts in accordance with 5.3
and 5.5, and annual reports in accordance with 5.4 of the Code.

      E.    LIMITED EXCEPTION FOR CERTAIN PROPRIETARY ACCOUNTS
            --------------------------------------------------
      Franklin Templeton Investments may sponsor private partnerships and
other pooled investment accounts ("affiliated accounts") intended for
distribution to unaffiliated persons.. At the outset of operations of such
affiliated accounts, Franklin Templeton Investments will likely have a
significant ownership interest, thereby causing the affiliated account to be a
Proprietary Account. Though considered a Proprietary Account for all other
purposes of this Code, an affiliated account need not pre-clear any securities
transaction during the first full 12 month period after its commencement of
operations.

 PART 7 - PENALTIES FOR VIOLATIONS OF THE CODE
      The Code is designed to assure compliance with applicable law and to
maintain shareholder confidence in Franklin Templeton Investments.

      In adopting this Code, it is the intention of the Boards of
Directors/Trustees, to attempt to achieve 100% compliance with all requirements
of the Code - but it is recognized that this may not be possible. Incidental
failures to comply with the Code are not necessarily a violation of the law or
the Franklin Templeton Investment's Statement of Principles. Such isolated or
inadvertent violations of the Code not resulting in a violation of law or the
Statement of Principles will be referred to the Director, Global Compliance
and/or management personnel, and disciplinary action commensurate with the
violation, if warranted, will be imposed. Additionally, if you violate any of
the enumerated prohibited transactions contained in Parts 3 and 4 of the Code,
you will be expected to give up ANY profits realized from these transactions to
Franklin Resources for the benefit of the affected Funds or other clients. If
Franklin Resources cannot determine which Fund(s) or client(s) were affected,
the proceeds will be donated to a charity chosen by Franklin Resources. Please
refer to the following page for guidance of the types of sanctions that would
likely be imposed for isolated or inadvertent violations of the Code.

      However, failure to disgorge profits when requested or a pattern of
violations that individually do not violate the law or Statement of Principles,
but which taken together demonstrate a lack of respect for the Code of Ethics,
may result in more significant disciplinary action including termination of
employment. A violation of the Code resulting in a violation of the law will be
severely sanctioned, with disciplinary action including, but not limited to,
referral of the matter to the board of directors of the affected Fund,
termination of employment or referral of the matter to the appropriate
regulatory agency for civil and/or criminal investigation.


                       CODE OF ETHICS SANCTION GUIDELINES

 -----------------------------------------------------------------------------
                    VIOLATION                    SANCTION IMPOSED
 -----------------------------------------------------------------------------
 o  Failure to preclear but otherwise would      Reminder Memo
    have been approved (i.e., no conflict with
    the fund's transactions).
  -----------------------------------------------------------------------------
 o  Failure to preclear but otherwise would      30 Day Personal Securities
    have been approved (i.e., no conflict        Trading Suspension
    with the fund's transactions)
    twice within 12 calendar months -
 o  Failure to preclear and the transaction
    would have been disapproved:
  -----------------------------------------------------------------------------
 o  Failure to preclear but otherwise would      Greater Than 30 Day
    have been approved (i.e., no conflict with   Personal Securities Trading
    the fund's transactions) three times or      Suspension (e.g., 60 or 90
    more within 12 calendar months               Days)
 o  Failure to preclear and the transaction
    would have been disapproved twice or more
    within 12 calendar months
  -----------------------------------------------------------------------------
 o  Profiting from short-swing trades            Profits are donated to The
    (profiting on purchase & sale/sale &         United Way (or charity of
    purchase within 60 days                      employee's choice)
  -----------------------------------------------------------------------------
 o  Repeated violations of the Code of           Fines levied discussion with
    after Ethics even if each                    the General Counsel and
    individual violation might be considered     and appropriate CIO.
    deminimis
 -----------------------------------------------------------------------------







PART 8 - A REMINDER ABOUT THE FRANKLIN TEMPLETON INVESTMENTS INSIDER TRADING
POLICY
      The Code of Ethics is primarily concerned with transactions in securities
held or to be acquired by any of the Funds or Franklin Resources' clients,
regardless of whether those transactions are based on inside information or
actually harm a Fund or a client.

      The Insider Trading Policy (attached to this document) deals with the
problem of insider trading in securities that could result in harm to a Fund, a
client, or members of the public, and applies to all directors, officers and
employees of any entity in the Franklin Templeton Investments. Although the
requirements of the Code and the Insider Trading Policy are similar, you must
comply with both.


PART 9 - FOREIGN COUNTRY SUPPLEMENTS (CANADA)
The Investment Funds Institute of Canada ("IFIC") has implemented a new Model
Code of Ethics for Personal Investing (the "IFIC Code") to be adopted by all
IFIC members. Certain provisions in the IFIC Code differ from the provisions of
Franklin Templeton Investments Code of Ethics (the "FT Code"). This
Supplementary Statement of Requirements for Canadian Employees (the "Canadian
Supplement") describes certain further specific requirements that govern the
activities of Franklin Templeton Investments Corp. ("FTIC"). It is important to
note that the Canadian Supplement does not replace the FT Code but adds certain
restrictions on trading activities, which must be read in conjunction with the
Code.

All capitalized terms in this Canadian Supplement, unless defined in this
Canadian Supplement, have the meaning set forth in the FT Code.


INITIAL PUBLIC AND SECONDARY OFFERINGS
Access Persons cannot buy securities in any initial public offering, or a
secondary offering by an issuer. Public offerings of securities made by Franklin
Templeton Investments, including open-end and closed-end mutual funds, real
estate investment trusts and securities of Franklin Resources, Inc, are excluded
from this prohibition.

NOTE: THE FT CODE PRESENTLY PROHIBITS PORTFOLIO PERSONS FROM BUYING SECURITIES
IN ANY INITIAL PUBLIC OFFERING, OR A SECONDARY OFFERING BY AN ISSUER (SEE
SECTION 4.5 OF THE FT CODE). THIS PROVISION EXTENDS SECTION 4.5 OF THE FT CODE
TO ALL ACCESS PERSONS.


INTERESTS IN PARTNERSHIPS AND SECURITIES ISSUED IN PRIVATE PLACEMENTS Access
Persons and Portfolio Persons cannot acquire limited partnership interests or
other securities in private placements unless they obtain approval of the
Compliance Officer after he or she consults with an executive officer of
Franklin Resources, Inc. Purchases of limited partnership interests or other
securities in private placements will not be approved, unless in addition to the
requirements for the approval of other trades and such other requirements as the
executive officer of Franklin Resources, Inc. may require, the Compliance
Officer is satisfied that the issuer is a "private company" as defined in the
SECURITIES ACT (Ontario) and the Access Person has no reason to believe that the
issuer will make a public offering of its securities in the foreseeable future.

NOTE: THE FT CODE PRESENTLY PROHIBITS AS A GENERAL RULE PORTFOLIO PERSONS FROM
BUYING LIMITED PARTNERSHIP INTERESTS OR OTHER SECURITIES IN PRIVATE PLACEMENTS
(SEE SECTION 4.6 OF THE FT CODE). THIS SECTION EXTENDS THE AMBIT OF THE
PROHIBITION TO ACCESS PERSONS AND LIMITS THE EXCEPTION TO THE GENERAL RULE
CONTAINED IN SECTION 4.6 OF THE FT CODE.


ADDITIONAL REQUIREMENTS TO OBTAIN APPROVAL FOR PERSONAL TRADES Prior to an
Access Person obtaining approval for a personal trade he or she must advise the
Compliance Officer that he or she:

o  Does not possess material non-public information relating to the
   security;

o  Is not aware of any proposed trade or investment program relating to
   that security by any of the Franklin Templeton Group of Funds;

o  Believes that the proposed trade has not been offered because of the Access
   Person's position in Franklin Templeton Investments and is available to any
   market participant on the same terms;

o  Believes that the proposed trade does not contravene any of the prohibited
   activities set out in Section 3.4 of the FT Code, and in the case of
   Portfolio Persons does not violate any of the additional requirements set out
   in Part 4 of the FT Code; and

o  Will provide any other information requested by the Compliance Officer
   concerning the proposed personal trade.

An Access Person may contact the Compliance Officer by fax, phone or e-mail to
obtain his or her approval.

NOTE: THE METHOD OF OBTAINING APPROVAL IS PRESENTLY SET OUT IN SECTION 6.1A OF
THE FT CODE AND PROVIDES THAT AN ACCESS PERSON MAY CONTACT THE COMPLIANCE
OFFICER BY FAX, PHONE OR E-MAIL. THE ADDITIONAL REQUIREMENT DESCRIBED ABOVE
MAKES IT CLEAR THAT AN ACCESS PERSON MAY CONTINUE TO CONTACT THE COMPLIANCE
OFFICER IN THE SAME MANNER AS BEFORE. THE ACCESS PERSON WILL HAVE DEEMED TO HAVE
CONFIRMED COMPLIANCE WITH THE ABOVE REQUIREMENTS PRIOR TO OBTAINING APPROVAL
FROM THE COMPLIANCE OFFICER.


APPOINTMENT OF INDEPENDENT REVIEW PERSON
FTIC shall appoint an independent review person who will be responsible for
approval of all personal trading rules and other provisions of the FT Code with
respect to FTIC and for monitoring the administration of the FT Code from time
to time with respect to FTIC employees. The Compliance Officer will provide a
written report to the Independent Review Person, at least annually, summarizing:

o  Compliance with the FT Code for the period under review
o  Violations of the FT Code for the period under review
o  Sanctions imposed by Franklin Templeton Investments for the period under
   review
o  Changes in procedures recommended by the FT Code
o  Any other information requested by the Independent Review Person





    APPENDIX A: COMPLIANCE PROCEDURES AND DEFINITIONS
      This appendix sets forth the additional responsibilities and
obligations of Compliance Officers, and the Legal/Administration and
Legal/Compliance Departments, under Franklin Templeton Investments' Code of
Ethics and Policy Statement on Insider Trading.

I.    RESPONSIBILITIES OF EACH DESIGNATED COMPLIANCE OFFICER

      A.    PRE-CLEARANCE STANDARDS

            1.    GENERAL PRINCIPLES
      The Director, Global Compliance, or a Preclearance Officer, shall only
permit an access person to go forward with a proposed security17 transaction if
he or she determines that, considering all of the facts and circumstances, the
transaction does not violate the provisions of Rule 17j-1, or of this Code and
there is no likelihood of harm to a client.

            2.    ASSOCIATED CLIENTS
      Unless there are special circumstances that make it appropriate to
disapprove a personal securities transaction request, a Preclearance Officer
shall consider only those securities transactions of the "Associated Clients" of
the access person, including open and executed orders and recommendations, in
determining whether to approve such a request. "Associated Clients" are those
Funds or clients whose trading information would be available to the access
person during the course of his or her regular functions or duties. Currently,
there are three groups of Associated Clients: (i) the Franklin Mutual Series
Funds and clients advised by Franklin Mutual Advisers, LLC ("Mutual Clients");
(ii) the Franklin Group of Funds and the clients advised by the various Franklin
investment advisers ("Franklin Clients"); and (iii) the Templeton Group of Funds
and the clients advised by the various Templeton investment advisers ("Templeton
Clients"). Thus, persons who have access to the trading information of Mutual
Clients generally will be precleared solely against the securities transactions
of the Mutual Clients, including open and executed orders and recommendations.
Similarly, persons who have access to the trading information of Franklin
Clients or Templeton Clients generally will be precleared solely against the
securities transactions of Franklin Clients or Templeton Clients, as
appropriate.

      Certain officers of Franklin Templeton Investments, as well as legal,
compliance, fund accounting, investment operations and other personnel who
generally have access to trading information of the funds and clients of
Franklin Templeton Investments during the course of their regular functions and
duties, will have their personal securities transactions precleared against
executed transactions, open orders and recommendations of the entire Franklin
Templeton Investments.

            3.    SPECIFIC STANDARDS

                  (a)  SECURITIES TRANSACTIONS BY FUNDS OR CLIENTS
                       -------------------------------------------
      No clearance shall be given for any transaction in any security on any
day during which an Associated Client of the access person has executed a buy or
sell order in that security, until seven (7) calendar days after the order has
been executed. Notwithstanding a transaction in the previous seven days,
clearance may be granted to sell if all Associated Clients have disposed of the
security.

                  (b)  SECURITIES UNDER CONSIDERATION

                        OPEN ORDERS
      No clearance shall be given for any transaction in any security on any day
which an Associated Client of the access person has a pending buy or sell order
for such security, until seven (7) calendar days after the order has been
executed.

                        RECOMMENDATIONS

      No clearance shall be given for any transaction in any security on any day
on which a recommendation for such security was made by a Portfolio Person,
until seven (7) calendar days after the recommendation was made and no orders
have subsequently been executed or are pending.


                  (c)  PRIVATE PLACEMENTS

      In considering requests by Portfolio Personnel for approval of limited
partnerships and other private placement securities transactions, the Director,
Global Compliance shall consult with an executive officer of Franklin Resources,
Inc. In deciding whether to approve the transaction, the Director, Global
Compliance and the executive officer shall take into account, among other
factors, whether the investment opportunity should be reserved for a Fund or
other client, and whether the investment opportunity is being offered to the
Portfolio Person by virtue of his or her position with Franklin Templeton
Investments. If the Portfolio Person receives clearance for the transaction, an
investment in the same issuer may only be made for a Fund or client if an
executive officer of Franklin Resources, Inc., who has been informed of the
Portfolio Person's pre-existing investment and who has no interest in the
issuer, approves the transaction.

                  (d)  DURATION OF CLEARANCE

      If a Preclearance Officer approves a proposed securities transaction, the
order for the transaction must be placed and effected by the close of the next
business day following the day approval was granted. The Director, Global
Compliance may, in his or her discretion, extend the clearance period up to
seven calendar days, beginning on the date of the approval, for a securities
transaction of any access person who demonstrates that special circumstances
make the extended clearance period necessary and appropriate.18 The Director,
Global Compliance may, in his or her discretion, after consultation with a
member of senior management for Franklin Resources, Inc., renew the approval for
a particular transaction for up to an additional seven calendar days upon a
similar showing of special circumstances by the access person. The Director,
Global Compliance may shorten or rescind any approval or renewal of approval
under this paragraph if he or she determines it is appropriate to do so.

      B.    WAIVERS BY THE DIRECTOR, GLOBAL COMPLIANCE

       The Director, Global Compliance may, in his or her discretion, after
consultation with an executive officer of Franklin Resources, Inc., waive
compliance by any access person with the provisions of the Code, if he or she
finds that such a waiver:
      (1) is necessary to alleviate undue hardship or in view of unforeseen
          circumstances or is otherwise appropriate under all the relevant
          facts and circumstances;

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

      (3) will not adversely affect the interests of advisory clients of
          Franklin Templeton Investments, the interests of Franklin Templeton
          Investments or its affiliates; and

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

      Any waiver shall be in writing, shall contain a statement of the basis for
it, and the Director, Global Compliance, shall promptly send a copy to the
General Counsel of Franklin Resources, Inc.

      C.    CONTINUING RESPONSIBILITIES OF THE LEGAL COMPLIANCE DEPARTMENT

      A Preclearance Officer shall make a record of all requests for
pre-clearance regarding the purchase or sale of a security, including the date
of the request, the name of the access person, the details of the proposed
transaction, and whether the request was approved or denied. A Preclearance
Officer shall keep a record of any waivers given, including the reasons for each
exception and a description of any potentially conflicting Fund or client
transactions.

      A Preclearance Officer shall also collect the signed initial
acknowledgments of receipt and the annual acknowledgments from each access
person of receipt of a copy of the Code and Insider Trading Policy, as well as
reports, as applicable, on Schedules B, C, D, E and F of the Code. In addition,
a Preclearance Officer shall request copies of all confirmations, and other
information with respect to an account opened and maintained with the
broker-dealer by any access person of the Franklin Templeton Group. A
Preclearance Officer shall preserve those acknowledgments and reports, the
records of consultations and waivers, and the confirmations, and other
information for the period required by applicable regulation.

      A Preclearance Officer shall review brokerage transaction confirmations,
account statements, Schedules B, C, D, E, F and Private Placement Checklists of
Access Persons for compliance with the Code. The reviews shall include, but are
not limited to;

       (1) Comparison of brokerage confirmations, Schedule Bs, and/or brokerage
           statements to preclearance request worksheets or, if a private
           placement, the Private Placement Checklist;

       (2) Comparison of brokerage statements and/or Schedule Cs to current
           securities holding information;

       (3) Comparison of Schedule F to current securities account information;

       (4) Conducting periodic "back-testing" of access person transactions,
           Schedule Es and/or Schedule Gs in comparison to fund and client
           transactions;

      A Preclearance Officer shall evidence review by initialing and dating the
appropriate document. Any apparent violations of the Code detected by a
Preclearance Officer during his or her review shall be promptly brought to the
attention of the Director, Global Compliance.

      D.    PERIODIC RESPONSIBILITIES OF THE LEGAL COMPLIANCE DEPARTMENT

      The Legal Compliance Department shall consult with the General Counsel
and the Human Resources Department, as the case may be, to assure that:

      (1)  Adequate reviews and audits are conducted to monitor compliance with
           the reporting, pre-clearance, prohibited transaction and other
           requirements of the Code.

      (2)  Adequate reviews and audits are conducted to monitor compliance with
           the reporting, pre-clearance, prohibited transaction and other
           requirements of the Code.

      (3)  All access persons and new employees of the Franklin Templeton Group
           are adequately informed and receive appropriate education and
           training as to their duties and obligations under the Code.

      (4)  There are adequate educational, informational and monitoring efforts
           to ensure that reasonable steps are taken to prevent and detect
           unlawful insider trading by access persons and to control access to
           inside information.

      (5)  Written compliance reports are submitted to the Board of Directors of
           Franklin Resources, Inc., and the Board of each relevant Fund at
           least annually. Such reports will describe any issues arising under
           the Code or procedures since the last report, including, but not
           limited to, information about material violations of the Code or
           procedures and sanctions imposed in response to the material
           violations.

      (6)  The Legal Compliance Department will certify at least annually to the
           Fund's board of directors that Franklin Templeton Investments has
           adopted procedures reasonably necessary to prevent Access Persons
           from violating the Code, and

      (7)  Appropriate records are kept for the periods required by law.

      E.   APPROVAL BY FUND'S BOARD OF DIRECTORS

      (1)  Basis for Approval
            The Board of Directors/Trustees must base its approval of the Code
      on a determination that the Code contains provisions reasonably necessary
      to prevent access persons from engaging in any conduct prohibited by rule
      17j-1.

      (2)  New Funds
      At the time a new fund is organized, the Legal Compliance Department will
provide the Fund's board of directors, a certification that the investment
adviser and principal underwriter has adopted procedures reasonably necessary to
prevent Access Persons from violating the Code. Such certification will state
that the Code contains provisions reasonably necessary to prevent Access Persons
from violating the Code.

      (3)  Material Changes to the Code of Ethics
      The Legal Compliance Department will provide the Fund's board of directors
a written description of all material changes to the Code no later than six
months after adoption of the material change by Franklin Templeton Investments.

II.   COMPILATION OF DEFINITIONS OF IMPORTANT TERMS
      For purposes of the Code of Ethics and Insider Trading Policy, the terms
below have the following meanings:

1934 ACT - The Securities Exchange Act of 1934, as amended.
--------


1940 ACT - The Investment Company Act of 1940, as amended.
--------

ACCESSPERSON - Each director, trustee, general partner or officer, and any
      other person that directly or indirectly controls (within the meaning of
      Section 2(a)(9) of the 1940 Act) the Franklin Templeton Group or a person,
      including an Advisory Representative, who has access to information
      concerning recommendations made to a Fund or client with regard to the
      purchase or sale of a security.

ADVISORY REPRESENTATIVE - Any officer or director of Franklin Resources; any
      employee who makes any recommendation, who participates in the
      determination of which recommendation shall be made, or whose functions or
      duties relate to the determination of which recommendation shall be made;
      any employee who, in connection with his or her duties, obtains any
      information concerning which securities are being recommended prior to the
      effective dissemination of such recommendations or of the information
      concerning such recommendations; and any of the following persons who
      obtain information concerning securities recommendations being made by
      Franklin Resources prior to the effective dissemination of such
      recommendations or of the information concerning such recommendations: (i)
      any person in a control relationship to Franklin Resources, (ii) any
      affiliated person of such controlling person, and (iii) any affiliated
      person of such affiliated person.

AFFILIATED PERSON - it meaning as Section 2(a)(3) of the Investment Company Act
      of 1940. An "affiliated person" of an investment company includes
      directors, officers, employees, and the investment adviser. In addition,
      it includes any person owning 5% of the company's voting securities, any
      person in which the investment company owns 5% or more of the voting
      securities, and any person directly or indirectly controlling, controlled
      by, or under common control with the company.

APPROPRIATE ANALYST - With respect to any access person, any securities analyst
      or portfolio manager making investment recommendations or investing funds
      on behalf of an Associated Client and who may be reasonably expected to
      recommend or consider the purchase or sale of a security.

ASSOCIATED CLIENT - A Fund or client whose trading information would be
      available to the access person during the course of his or her regular
      functions or duties.

BENEFICIAL OWNERSHIP - Has the same meaning as in Rule 16a-1(a)(2) under the
      1934 Act. Generally, a person has a beneficial ownership in a security if
      he or she, directly or indirectly, through any contract, arrangement,
      understanding, relationship or otherwise, has or shares a direct or
      indirect pecuniary interest in the security. There is a presumption of a
      pecuniary interest in a security held or acquired by a member of a
      person's immediate family sharing the same household.

EXCHANGE TRADED FUNDS AND HOLDING COMPANY DEPOSITORY RECEIPTS - An Exchanged
      Traded Fund or "ETF" is a basket of securities that is designed to
      generally track an index--broad stock or bond market, stock industry
      sector, or international stock. Holding Company Depository Receipts
      "Holdrs" are securities that represent an investor's ownership in the
      common stock or American Depository Receipts of specified companies in a
      particular industry, sector or group.

FUNDS - Investment companies in the Franklin Templeton Group of Funds.
-----

HELD OR TO BE ACQUIRED - A security is "held or to be acquired" if within the
      most recent 15 days it (i) is or has been held by a Fund, or (ii) is being
      or has been considered by a Fund or its investment adviser for purchase by
      the Fund.

PORTFOLIO PERSON - Any employee of Franklin Templeton Investments, who, in
      connection with his or her regular functions or duties, makes or
      participates in the decision to purchase or sell a security by a Fund in
      Franklin Templeton Investments, or any other client or if his or her
      functions relate to the making of any recommendations about those
      purchases or sales. Portfolio Persons include portfolio managers, research
      analysts, traders, persons serving in equivalent capacities (such as
      Management Trainees), persons supervising the activities of Portfolio
      Persons, and anyone else designated by the Director, Global Compliance

PROPRIETARY ACCOUNTS - Any corporate account or other account including, but not
      limited to, a limited partnership, a corporate hedge fund, a limited
      liability company or any other pooled investment vehicle in which Franklin
      Resources or its affiliates, owns 25 percent or more of the outstanding
      capital or is entitled to 25% or more of the profits or losses in the
      account (excluding any asset based investment management fees based on
      average periodic net assets in accounts).

SECURITY - Any stock, note, bond, evidence of indebtedness, participation or
      interest in any profit-sharing plan or limited or general partnership,
      investment contract, certificate of deposit for a security, fractional
      undivided interest in oil or gas or other mineral rights, any put, call,
      straddle, option, or privilege on any security (including a certificate of
      deposit), guarantee of, or warrant or right to subscribe for or purchase
      any of the foregoing, and in general any interest or instrument commonly
      known as a security, except commodity futures, currency and currency
      forwards. For the purpose of this Code, "security" does not include:
   (1) Direct obligations of the Government of the United States;
   (2) Bankers' acceptances, bank certificates of deposit, commercial paper
       and high quality short-term debt instruments, including repurchase
       agreements; and
   (3) Shares issued by open-end funds.

 SEE Section III of Appendix A for a summary of different requirements for
      different types of securities.


III.  SECURITIES EXEMPT FROM THE PROHIBITED , REPORTING, AND PRE-CLEARANCE
PROVISIONS

      A.    PROHIBITED TRANSACTIONS
      Securities that are EXEMPT from the prohibited transaction provisions of
      Section 3.4 include:

      (1)   securities that are direct obligations of the U.S. Government, such
            as Treasury bills, notes and bonds, and U.S. Savings Bonds and
            derivatives thereof;

      (2)   high quality short-term instruments ("money market instruments")
            including but not limited to (i) bankers' acceptances, (ii) U.S.
            bank certificates of deposit; (iii) commercial paper; and (iv)
            repurchase agreements;

      (3)   shares of registered open-end investment companies;

      (4)   commodity futures, currencies, currency forwards and derivatives
            thereof;

      (5)   securities that are prohibited investments for all Funds and clients
            advised by the entity employing the access person; and

      (6)   transactions in securities issued or guaranteed by the governments
            or their agencies or instrumentalities of Canada, the United
            Kingdom, France, Germany, Switzerland, Italy and Japan and
            derivatives thereof.

      B.    REPORTING AND PRECLEARANCE
      Securities that are EXEMPT from both the reporting requirements of Section
      5 and preclearance requirements of Section 6 of the Code include:

     (1)   securities that are direct obligations of the U.S. Government, such
            as Treasury bills, notes and bonds, and U.S. Savings Bonds and
            derivatives thereof;

     (2)   high quality short-term instruments ("money market instruments")
            including but not limited to (i) bankers' acceptances, (ii) U.S.
            bank certificates of deposit; (iii) commercial paper; and (iv)
            repurchase agreements;

     (3)   shares of registered open-end investment companies; and

     (4)   commodity futures, currencies, currency forwards and derivatives
            thereof.

IV.   LEGAL REQUIREMENT
      Rule 17j-1 under the Investment Company Act of 1940 ("1940 Act") makes it
unlawful for any affiliated person of Franklin Templeton Investments in
connection with the purchase or sale of a security, including any option to
purchase or sell, and any security convertible into or exchangeable for, any
security that is "held or to be acquired" by a Fund in Franklin Templeton
Investments:

      A.    To employ any device, scheme or artifice to defraud a Fund;

      B.    To make to a Fund any untrue statement of a material fact or omit to
            state to a Fund a material fact necessary in order to make the
            statements made, in light of the circumstances under which they are
            made, not misleading;

      C.    To engage in any act, practice, or course of business which operates
            or would operate as a fraud or deceit upon a Fund; or

      D.    To engage in any manipulative practice with respect to a Fund.

      A security is "held or to be acquired" if within the most recent 15 days
it (i) is or has been held by a Fund, or (ii) is being or has been considered by
a Fund or its investment adviser for purchase by the Fund.



                 APPENDIX B: ACKNOWLEGMENT FORM AND SCHEDULES





                               ACKNOWLEDGMENT FORM
            CODE OF ETHICS AND POLICY STATEMENT ON INSIDER TRADING

TO: DIRECTOR OF GLOBAL COMPLIANCE, LEGAL COMPLIANCE DEPARTMENT I HEREBY
ACKNOWLEDGE RECEIPT OF A COPY OF FRANKLIN TEMPLETON INVESTMENTS CODE OF ETHICS
AND POLICY STATEMENT ON INSIDER TRADING, Amended and Restated, December 2002,
WHICH I HAVE READ AND UNDERSTAND. I WILL COMPLY FULLY WITH ALL PROVISIONS OF THE
CODE AND THE INSIDER TRADING POLICY TO THE EXTENT THEY APPLY TO ME DURING THE
PERIOD OF MY EMPLOYMENT. ADDITIONALLY, I AUTHORIZE ANY BROKER-DEALER, BANK OR
INVESTMENT ADVISER WITH WHOM I HAVE SECURITIES ACCOUNTS AND ACCOUNTS IN WHICH I
HAVE BENEFICIAL OWNERSHIP, TO PROVIDE BROKERAGE CONFIRMATIONS AND STATEMENTS AS
REQUIRED FOR COMPLIANCE WITH THE CODE. I FURTHER UNDERSTAND AND ACKNOWLEDGE THAT
ANY VIOLATION OF THE CODE OR INSIDER TRADING POLICY, INCLUDING ENGAGING IN A
PROHIBITED TRANSACTION OR FAILURE TO FILE REPORTS AS REQUIRED (SEE SCHEDULES B,
C, D, E, F AND G), MAY SUBJECT ME TO DISCIPLINARY ACTION, INCLUDING TERMINATION
OF EMPLOYMENT.

      Instructions:
1.    Complete all sections of this form.
2.    Print the completed form, sign, and date.
3.    Submit completed form to Legal Compliance via:
                  Inter-office Mail to: Preclearance
                                        L-Comp SM-920/2
                  U.S. Mail to: Franklin Templeton Investments
                                   Attn: Legal-Compliance/Preclearance
                                         P.O. Box 25050
                                         San Mateo, CA 94402-5050
                  Telephone: (650) 312-3693     Fax:  (650) 312-5646
                  E-mail: Preclear,Legal (internal address);
                  Lpreclear@frk.com (external address)


--------------------------------------------------------------------------------
EMPLOYEE'S NAME:
--------------------------------------------------------------------------------
TITLE:
--------------------------------------------------------------------------------
DEPARTMENT:
--------------------------------------------------------------------------------
LOCATION:
--------------------------------------------------------------------------------
INITIAL DISCLOSURE
DATE OR YEAR END:
--------------------------------------------------------------------------------


        -------------------                -----------------------------------
            SIGNATURE                      DATE ACKNOWLEDGMENT FORM WAS SIGNED


   SCHEDULE A: LEGAL AND COMPLIANCE OFFICERS AND PRECLEARANCE DESK TELEPHONE
   & FAX NUMBERS19



   LEGAL OFFICER
   -------------
   MURRAY L. SIMPSON
   EXECUTIVE VICE PRESIDENT & GENERAL COUNSEL
   FRANKLIN TEMPLETON INVESTMENTS
   ONE FRANKLIN PARKWAY
   SAN MATEO, CA 94403-1906
    (650) 525 -7331


   COMPLIANCE OFFICERS
------------------------------------------------------------------------------

   Director, Global Compliance           PRECLEARANCE OFFICERS
   James M. Davis                        Stephanie Harwood, Supervisor
   Franklin Templeton Investments        Lisa Del Carlo
   One Franklin Parkway                  Darlene Nisby
   San Mateo, CA 94403-1906              Legal Compliance Department
   (650) 312-2832                        Franklin Templeton Investments
                                         One Franklin Parkway San Mateo, CA
                                         94403-1906 (650) 312-3693 (telephone)
                                         (650) 312-5646 (facsimile)
                                         Preclear, Legal  (internal
                                         e-mail address)
                                    Lpreclear@frk.com  (external e-mail address)
--------------------------------------------------------------------------------



SCHEDULE B - TRANSACTIONS REPORT

This report of personal securities transactions not reported by duplicate
confirmations and brokerage statements pursuant to Section 5.3 of the Code is
required pursuant to Rule 204-2(a) of the Investment Advisers Act of 1940 or
Rule 17j-1(c) of the Investment Company Act of 1940. The report must be
completed and submitted to the Compliance Department no later than 10 calendar
days after the end of the calendar quarter. Refer to Section 5.3 of the Code of
Ethics for further instructions.

        Instructions:
1.    Complete all sections of this form.
2.    Print completed form, sign, and date.
3.    Submit completed form to Legal Compliance via:
               Inter-office Mail to: Preclearance
                                          L-Comp SM-920/2
               U.S. Mail to: Franklin Templeton Investments
                                 Attn: Legal-Compliance/Preclearance
                                 P.O. Box 25050
                                 San Mateo, CA 94402-5050
               Telephone: (650) 312-3693    Fax:  (650) 312-5646
               E-mail: Preclear,Legal (internal address);  Lpreclear@frk.com
               (external address)

================================================================================
<TABLE>
<CAPTION>
<S>     <C>           <C>                <C>      <C>     <C>           <C>          <C>

TRADE   BUY, SELL     SECURITY NAME     QUANTITY  PRICE   PRINCIPAL  BROKER-DEALER PRE-CLEARED
 DATE   OR OTHER   DESCRIPTION AND TYPE                    AMOUNT    OR BANK        THROUGH
                      OF SECURITY                                                  COMPLIANCE
                 (COMMON, BOND, OPTION,                                            DEPARTMENT
                  ETC.)                                                            (DATE OR
                                                                                      N/A)
=================================================================================================

=================================================================================================

=================================================================================================

=================================================================================================

=================================================================================================

=================================================================================================

=================================================================================================

=================================================================================================

=================================================================================================

=================================================================================================
</TABLE>

THE REPORT OR RECORDING OF ANY TRANSACTIONS ABOVE SHALL NOT BE CONSTRUED AS AN
ADMISSION THAT I HAVE ANY DIRECT OR INDIRECT OWNERSHIP IN THE SECURITIES.

-------------------------------------------------------------------------------
      EMPLOYEE'S NAME:
-------------------------------------------------------------------------------
      QUARTER ENDING:
-------------------------------------------------------------------------------


            -----------------                             ---------------------
            SIGNATURE                                       DATE

SCHEDULE C - INITIAL, ANNUAL, & UPDATED DISCLOSURE OF ACCESS PERSONS SECURITIES
HOLDINGS This report shall set forth the security name or description and
security class of each security holding in which you have a direct or indirect
beneficial interest, including holdings by a spouse, minor children, trusts,
foundations, and any account for which trading authority has been delegated to
you, other than authority to trade for a Fund in or a client of Franklin
Templeton Investments. In lieu of listing each security position below, you may
instead attach copies of brokerage statements, sign below and return Schedule C
and brokerage statements to the Legal Compliance Department within 10 days if an
initial report or by January 30th of each year if an annual report. Refer to
Sections 5.2.A and 5.4.A of the Code for additional filing instructions.
      Instructions:
      1.    Complete all sections of this form.
      2.    Print completed form, sign, and date.
      3.    Submit completed form to Legal Compliance via:
            Inter-office Mail to: Preclearance
                                          L-Comp SM-920/2
            U.S. Mail to: Franklin Templeton Investments
                           Attn: Legal-Compliance/Preclearance
                           P.O. Box 25050
                           San Mateo, CA 94402-5050
       Telephone: (650) 312-3693    Fax:  (650) 312-5646
       E-mail: Preclear,Legal (internal address);  Lpreclear@frk.com
(external address)
--------------------------------------------------------------------
Securities that are EXEMPT from being reported on Schedule C include: (i)
securities that are direct obligations of the U.S. Government, such as Treasury
bills, notes and bonds, and U.S. Savings Bonds and derivatives thereof; (ii)
high quality short-term instruments ("money market instruments") including but
not limited to bankers' acceptances, U.S. bank certificates of deposit;
commercial paper; and repurchase agreements; (iii) shares of registered open-end
investment companies; and (iv) commodity futures, currencies, currency forwards
and derivatives thereof.

 [] I DID NOT HAVE ANY PERSONAL SECURITIES HOLDINGS FOR YEAR
 ENDED: _____________________(OR CURRENT DATE IF INITIAL
 []  DISCLOSURE)
    I HAVE ATTACHED STATEMENTS CONTAINING ALL MY PERSONAL SECURITIES HOLDINGS
 FOR YEAR ENDED: (OR CURRENT DATE IF INITIAL DISCLOSURE )
 [] I HAVE LISTED BELOW ALL MY PERSONAL SECURITIES HOLDINGS FOR YEAR ENDED:
   (OR CURRENT DATE IF INITIAL DISCLOSURE)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                            <C>                 <C>            <C>                <C>

Security Description,                             Quanity &      Name of Broker-     Account
including interest rate and   Security Type       Principal      Dealer or Bank      Number
maturity (if appropriate)     (Stock, Bond,       Amount
                              Option, etc.)
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
</TABLE>

TO THE BEST OF MY KNOWLEDGE I HAVE DISCLOSED ALL OF MY SECURITIES ACCOUNTS
AND/OR INVESTMENTS IN WHICH I HAVE A DIRECT OR INDIRECT BENEFICIAL INTEREST,
INCLUDING SECURITY ACCOUNTS OF A SPOUSE, MINOR CHILDREN, TRUSTS, FOUNDATIONS,
AND ANY ACCOUNT FOR WHICH TRADING AUTHORITY HAS BEEN DELEGATED AN UNAFFILIATED
PARTY.
--------------------------------------------------------------------------------
EMPLOYEE'S NAME:         Print:           Signature:                    Date:


--------------------------------------------------------------------------------
YEAR ENDED OR CURRENT
DATE IF INITIAL
DISCLOSURE:
--------------------------------------------------------------------------------
SCHEDULE D - NOTIFICATION OF SECURITIES ACCOUNT
All Franklin registered representatives and Access Persons, PRIOR TO OPENING A
BROKERAGE ACCOUNT OR PLACING AN INITIAL ORDER, are required to notify the Legal
Compliance Preclearance Department and the executing broker-dealer in writing.
This includes accounts in which the registered representative or access person
has or will have a financial interest in (e.g., a spouse's account) or
discretionary authority (e.g., a trust account for a minor child). UPON RECEIPT
OF THE NOTIFICATION OF SECURITIES ACCOUNT FORM, THE LEGAL COMPLIANCE
PRECLEARANCE DEPARTMENT WILL CONTACT THE BROKER-DEALER IDENTIFIED BELOW AND
REQUEST THAT DUPLICATE CONFIRMATIONS AND STATEMENTS OF YOUR BROKERAGE ACCOUNT
ARE SENT TO FRANKLIN TEMPLETON INVESTMENTS.
      Instructions:
      1.  Complete all sections of this form.
      2.  Print the completed form, sign, and date.
      3.  Submit completed form to Legal Compliance via:
               Inter-office Mail to: Preclearance
                                          L-Comp SM-920/2
               U.S. Mail to: Franklin Templeton Investments
                                 Attn: Legal-Compliance/Preclearance
                                 P.O. Box 25050
                                 San Mateo, CA 94402-5050
       Telephone: (650) 312-3693    Fax:  (650) 312-5646
       E-mail: Preclear,Legal (internal address);  Lpreclear@frk.com
       (external address)
--------------------------------------------------------------------------------
EMPLOYEE INFORMATION:
--------------------------------------------------------------------------------
EMPLOYEE'S NAME:
--------------------------------------------------------------------------------
EXTENSION:
--------------------------------------------------------------------------------
DEPARTMENT:
--------------------------------------------------------------------------------
INTEROFFICE MAIL CODE:
--------------------------------------------------------------------------------
ARE YOU A REGISTERED         []  Yes      []  No
REPRESENTATIVE?
(NASD LICENSED, I.E. SERIES
6, 7)
--------------------------------------------------------------------------------
ARE YOU AN ACCESS PERSON?    []  Yes      []  No
--------------------------------------------------------------------------------

ACCOUNT INFORMATION:
--------------------------------------------------------------------------------
ACCOUNT NAME:
(IF OTHER THAN EMPLOYEE,
STATE RELATIONSHIP I.E.,
SPOUSE)
--------------------------------------------------------------------------------
ACCOUNT# OR SOCIAL
SECURITY#:
--------------------------------------------------------------------------------
FIRM NAME:
--------------------------------------------------------------------------------
ATTENTION (OPTIONAL):
--------------------------------------------------------------------------------
FIRM ADDRESS:
--------------------------------------------------------------------------------
CITY/STATE/ZIP CODE:
--------------------------------------------------------------------------------

            ----------------                                ------------------
            SIGNATURE                                       DATE


SCHEDULE E - NOTIFICATION OF DIRECT OR INDIRECT BENEFICIAL INTEREST

If you have any beneficial ownership in a security and you recommend to the
Appropriate Analyst that the security be considered for purchase or sale by an
Associated Client, or if you carry out a purchase or sale of that security for
an Associated Client, you must disclose your beneficial ownership to the
Legal-Compliance Department and the Appropriate Analyst in writing on Schedule E
(or an equivalent form containing similar information) before the purchase or
sale, or before or simultaneously with the recommendation.

      Instructions:
1.    Complete all sections of this form.
2.    Print completed form, sign, and date.
3.    Submit completed form to Legal Compliance via:
               Inter-office Mail to: Preclearance
                                          L-Comp SM-920/2
               U.S. Mail to: Franklin Templeton Investments
                                 Attn: Legal-Compliance/Preclearance
                                 P.O. Box 25050
                                 San Mateo, CA 94402-5050
       Telephone: (650) 312-3693    Fax:  (650) 312-5646
       E-mail: Preclear,Legal (internal address);  Lpreclear@frk.com
      (external address)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>             <C>         <C>       <C>             <C>            <C>        <C>       <C>

   SECURITY    OWNERSHIP   YEAR     METHOD OF      DATE AND        PRIMARY    NAME OF     DATE OF
 DESCRIPTION     TYPE:    ACQUIRED ACQUISITION  METHOD LEARNED   PORTFOLIO   PERSON       VERBAL
               (DIRECT OR         (PURCHASE/GIFT/    THAT        MANAGER OR   NOTIFIED NOTIFICATION
               INDIRECT)              OTHER)      SECURITY'S     PORTFOLIO
                                                     UNDER        ANALYST
                                                 CONSIDERATION
                                                   BY FUNDS
-----------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------
</TABLE>

       EMPLOYEE'S NAME:
-------------------------------------------------------------------------------


-----------------------------------------                   -------------------
            SIGNATURE                                       DATE




SCHEDULE F - INITIAL, ANNUAL, & UPDATED DISCLOSURE OF SECURITIES ACCOUNTS

This report shall set forth the name and description of each securities account
in which you have a direct or indirect beneficial interest, including securities
accounts of a spouse, minor children, trusts, foundations, and any account for
which trading authority has been delegated to you, other than authority to trade
for a Fund in or a client of the Franklin Templeton Group. In lieu of listing
each securities account below, you may instead attach copies of the brokerage
statements, sign below and return Schedule F and brokerage statements to the
Compliance Department.

      Instructions:
        1.    Complete all sections of this form.
        2.    Print completed form, sign, and date.
        3.    Submit completed form to Legal Compliance via:
                Inter-office Mail to: Preclearance
                                          L-Comp SM-920/2
                U.S. Mail to: Franklin Templeton Investments
                                 Attn: Legal-Compliance/Preclearance
                                 P.O. Box 25050
                                 San Mateo, CA 94402-5050
       Telephone: (650) 312-3693    Fax:  (650) 312-5646
       E-mail: Preclear,Legal (internal address);  Lpreclear@frk.com
       (external address)

-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                    <C>                     <C>                    <C>                    <C>

   ACCOUNT NAME(S)    NAME OF BROKERAGE FIRM, ADDRESS OF BROKERAGE   NAME OF ACCOUNT        ACCOUNT
 (REGISTRATION SHOWN     BANK OR INVESTMENT      FIRM, BANK OR     EXECUTIVE/REPRESENTATIVE  NUMBER
    ON STATEMENT)             ADVISER          INVESTMENT ADVISER
                                             (STREET/CITY/STATE/ZIP

                                              CODE)
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
</TABLE>

TO THE BEST OF MY KNOWLEDGE I HAVE DISCLOSED ALL OF MY SECURITIES ACCOUNTS IN
WHICH I HAVE A DIRECT OR INDIRECT BENEFICIAL INTEREST, INCLUDING SECURITY
ACCOUNTS OF A SPOUSE, MINOR CHILDREN, TRUSTS, FOUNDATIONS, AND ANY ACCOUNT FOR
WHICH TRADING AUTHORITY HAS BEEN DELEGATED TO ME.

--------------------------------------------------------------------------------
     EMPLOYEE'S NAME:
--------------------------------------------------------------------------------
YEAR ENDED OR CURRENT DATE
  IF INITIAL DISCLOSURE:
--------------------------------------------------------------------------------


           -----------------                                ------------------
            SIGNATURE                                       DATE


SCHEDULE G - INITIAL AND ANNUAL CERTIFICATION OF DISCRETIONARY AUTHORITY This
report shall set forth the account name or description in which you have a
direct or indirect beneficial interest, including holdings by a spouse, minor
children, trusts, foundations, and as to which trading authority has been
delegated by you to an unaffiliated registered broker-dealer, registered
investment adviser, or other investment manager acting in a similar fiduciary
capacity, who exercises sole investment discretion.
      Instructions:
       1.    Complete all sections of this form.
       2.    Print completed form, sign, and date.
       3.    Submit completed form to Legal Compliance via:
               Inter-office Mail to: Preclearance
                                          L-Comp SM-920/2
               U.S. Mail to: Franklin Templeton Investments
                                 Attn: Legal-Compliance/Preclearance
                                 P.O. Box 25050
                                 San Mateo, CA 94402-5050
       Telephone: (650) 312-3693    Fax:  (650) 312-5646
       E-mail: Preclear,Legal (internal address);  Lpreclear@frk.com
       (external address)

-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                  <C>                     <C>                  <C>

 NAME(S) AS SHOWN ON ACCOUNT OR   NAME/DESCRIPTION OF    TYPE OF OWNERSHIP:      ACCOUNT NUMBER
            INVESTMENT            BROKERAGE FIRM, BANK, DIRECT OWNERSHIP (DO)     (IF APPLICABLE)
                                  INVESTMENT ADVISER OR   INDIRECT OWNERSHIP
                                        INVESTMENT               (IO)
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
</TABLE>

TO THE BEST OF MY KNOWLEDGE I HAVE DISCLOSED ALL OF MY SECURITIES ACCOUNTS
AND/OR INVESTMENTS IN WHICH I HAVE A DIRECT OR INDIRECT BENEFICIAL INTEREST,
INCLUDING SECURITY ACCOUNTS OF A SPOUSE, MINOR CHILDREN, TRUSTS, FOUNDATIONS,
AND ANY ACCOUNT FOR WHICH TRADING AUTHORITY HAS BEEN DELEGATED AN UNAFFILIATED
PARTY. FURTHER, I CERTIFY THAT I DO NOT HAVE ANY DIRECT OR INDIRECT INFLUENCE OR
CONTROL OVER THE ACCOUNTS LISTED ABOVE.

--------------------------------------------------------------------------------
    EMPLOYEE'S NAME:
--------------------------------------------------------------------------------
      YEAR ENDED:
--------------------------------------------------------------------------------

            ---------------                                  ----------------
            SIGNATURE                                            DATE

SCHEDULE H: CHECKLIST FOR INVESTMENTS IN PARTNERSHIPS AND SECURITIES ISSUED IN
PRIVATE PLACEMENTS MADE BY PORTFOLIO PERSONS
In considering requests by Portfolio Personnel for approval of limited
partnerships and other private placement securities transactions, the Compliance
Officer shall consult with an executive officer of Franklin Resources, Inc.
In deciding whether to approve the transaction, the Compliance Officer and the
executive officer shall take into account, among other factors, whether the
is being offered to the access person by virtue of his or her position with
Franklin Templeton Investments. IF THE ACCESS PERSON RECEIVES CLEARANCE FOR THE
TRANSACTION, NO INVESTMENT IN THE SAME ISSUER MAY BE MADE FOR A FUND OR CLIENT
UNLESS AN EXECUTIVE OFFICER OF FRANKLIN RESOURCES, INC., WITH NO INTEREST IN THE
ISSUER, APPROVES THE TRANSACTION.

      Instructions:
      1. Complete all sections of this form.
      2. Print the completed form, sign, and date.
      3. Submit completed form to Legal Compliance via:
             Inter-office Mail to: Preclearance
                                   L-Comp SM-920/2
                            U.S. Mail to: Franklin Templeton Investments
                                        Attn: Legal-Compliance/Preclearance
                                        P.O. Box 25050
                                        San Mateo, CA 94402-5050
       Telephone: (650) 312-3693    Fax:  (650) 312-5646
       E-mail: Preclear,Legal (internal address);  Lpreclear@frk.com
   (external address)

IN ORDER TO EXPEDITE YOUR REQUEST, PLEASE PROVIDE THE FOLLOWING INFORMATION:

-------------------------------------------------------------------------------
NAME/DESCRIPTION OF PROPOSED
INVESTMENT:
-------------------------------------------------------------------------------
PROPOSED INVESTMENT AMOUNT:
-------------------------------------------------------------------------------

1) PLEASE ATTACH PAGES OF THE OFFERING MEMORANDUM (OR OTHER DOCUMENTS)
SUMMARIZING THE INVESTMENT OPPORTUNITY, INCLUDING:
     i)   Name of the partnership/hedge fund/issuer;
     ii)  Name of the general partner, location & telephone number;
     iii) Summary of the offering; including the total amount the
          offering/issuer;
      iv) Percentage your investment will represent of the total offering;
       v) Plan of distribution; and
      vi) Investment objective and strategy,

2)  PLEASE RESPOND TO THE FOLLOWING QUESTIONS:
    a) Was this investment opportunity presented to you in your capacity as a
       portfolio manager? If no, please explain the relationship, if any, you
       have to the issuer or principals of the issuer.


    b) Is this investment opportunity suitable for any fund/client that you
       advise? 20   If yes, why isn't the investment being made on behalf of
       the fund/client?  If no, why isn't the investment opportunity suitable
       for the fund/clients?

    c) Do any of the fund/clients that you advise presently hold securities of
       the issuer of this proposed investment (e.g., common stock, preferred
       stock, corporate debt, loan participations, partnership interests, etc.)?
       If yes, please provide the names of the funds/clients and security
       description.


    d) Do you presently have or will you have any managerial role with the
       company/issuer as a result of your investment? If yes, please explain in
       detail your responsibilities, including any compensation you will
       receive.


    e) Will you have any investment control or input to the investment
       decision making process?


    f) Will you receive reports of portfolio holdings?  If yes, when and how
       frequently will these be provided?


3) REMINDER:  PERSONAL SECURITIES TRANSACTIONS THAT DO NOT GENERATE BROKERAGE
      CONFIRMATIONS (E.G., INVESTMENTS PRIVATE PLACEMENTS) MUST BE REPORTED TO
      THE LEGAL-COMPLIANCE DEPARTMENT ON THE SCHEDULE B FORM WITHIN 10 CALENDAR
      DAYS AFTER YOU ARE NOTIFIED.


------------------------              ----------------            --------
PORTFOLIO PERSON'S NAME                  SIGNATURE                 DATE

APPROVED BY:

------------------------------        ----------------             --------
CHIEF INVESTMENT OFFICER'S NAME          SIGNATURE                  DATE

---------------------------------------------------------------------------
                              LEGAL COMPLIANCE USE ONLY
---------------------------------------------------------------------------

DATE RECEIVED:____________       DATE ENTERED IN LOTUS NOTES:______________

DATE FORWARDED TO FRI OFFICER:_______________

APPROVED BY:

___________________________________________       _________
JAMES M. DAVIS, DIRECTOR, GLOBAL COMPLIANCE       DATE

__________________________________________        __________
MURRAY L. SIMPSON, EVP-GENERAL COUNSEL            DATE

DATE ENTERED IN EXAMINER:_________      PRECLEAED: []    []
                                                   YES   NO
                                                 (ATTACH E-MAIL)





<TABLE>
<CAPTION>
<S>                                <C>       <C>                                <C>

  APPENDIX C: INVESTMENT ADVISOR AND BROKER-DEALER AND OTHER SUBSIDIARIES OF
                   FRANKLIN RESOURCES, INC. - DECEMBER 2002
--------------------------------------------------------------------------------
Franklin Advisers, Inc.             IA      Templeton Investment Counsel, LLC    IA
--------------------------------------------------------------------------------
Franklin Advisory Services, LLC     IA      Templeton Asset Management, Ltd.     IA/FIA
-------------------------------------------------------------------------------
Franklin Investment Advisory        IA      Franklin Templeton Investments       FIA
Services, Inc.                              Japan Ltd.
-------------------------------------------------------------------------------
Franklin Private Client Group, Inc. IA      Closed Joint-Stock Company           FIA
                                            Templeton (Russia)
-------------------------------------------------------------------------------
Franklin Mutual Advisers, LLC       IA      Templeton Unit Trust Management      FBD
                                            Ltd. (UK)
-------------------------------------------------------------------------------
Franklin Properties, Inc.           REA     Orion Fund Management Ltd.           FIA
-------------------------------------------------------------------------------
Franklin/Templeton Distributors,    BD      Templeton Global Advisors Ltd.       IA
Inc.                                        (Bahamas)
--------------------------------------------------------------------------------
                                    IA      Templeton Asset Management (India)   FIA/FBD
                                            Pvt. Ltd.
--------------------------------------------------------------------------------
Templeton (Switzerland), Ltd.       FBD     Templeton Italia SIM S.P.A. (Italy)  FBD
--------------------------------------------------------------------------------
                                    FBD     Franklin Templeton Investment        FBD
                                            Services GmbH (Germany)
--------------------------------------------------------------------------------
                                    IA/FIA  FTTrust Company                      Trust Co
--------------------------------------------------------------------------------
Franklin Templeton International    FBD     Franklin Templeton Services, LLC     BM
Services S.A. (Luxembourg)
--------------------------------------------------------------------------------
Franklin Templeton Investments      FIA     Franklin Templeton Investments       IA/FIA
Australia Limited                           Corp. (Ontario)
--------------------------------------------------------------------------------
Franklin/Templeton Investor         TA      Templeton Global Advisors Limited    IA
Services, LLC                               (Bahamas)
--------------------------------------------------------------------------------
Franklin Templeton Alternative      IA      Templeton Asset Management Ltd.      IA/FIA
Strategies, LLC                             (Singapore)
--------------------------------------------------------------------------------
FTI Institutional, LLC              IA      Fiduciary Trust Company              Trust
                                            International                        Co.

-------------------------------------------------------------------------------
Franklin Templeton Asset            IA      Fiduciary International, Inc         IA
Strategies LLC
--------------------------------------------------------------------------------
Fiduciary Financial Services, Corp. BD      Fiduciary Investment Management      IA
                                            International Inc
--------------------------------------------------------------------------------
Franklin Templeton Asset            FIA     Fiduciary Trust International        FIA
Management S.A. (France)                    Australia Limited
--------------------------------------------------------------------------------
Franklin Templeton Investments      FBD/IA  Fiduciary Trust International Asia   FIA
(Asia) Limited (Hong Kong)                  Limited (Hong Kong)
--------------------------------------------------------------------------------
Franklin Templeton Investment       IA/FIA  Fiduciary Trust International        IA/FIA
Management Limited (UK)                     Limited (UK)
--------------------------------------------------------------------------------
Franklin Templeton Investments      IA/FIA  Fiduciary Trust International        FIA
Corp. (Canada)                              Investment Management, Inc. (Japan)
--------------------------------------------------------------------------------
Templeton/Franklin Investment       IA/BD
Services, Inc
--------------------------------------------------------------------------------
</TABLE>

Codes:      IA:    US registered investment adviser
            BD:    US registered broker-dealer
            FIA:   Foreign equivalent investment adviser
            FBD:   Foreign equivalent broker-dealer
            TA:    US registered transfer agent
            BM:    Business manager to the funds
            REA:   Real estate adviser
            Trust: Trust company

                       POLICY STATEMENT ON INSIDER TRADING


A.    LEGAL REQUIREMENT
      Pursuant to the Insider Trading and Securities Fraud Enforcement Act of
1988, it is the policy of Franklin Templeton Investments to forbid any officer,
director, employee, consultant acting in a similar capacity, or other person
associated with Franklin Templeton Investments from trading, either personally
or on behalf of clients, including all client assets managed by the entities in
Franklin Templeton Investments, on material non-public information or
communicating material non-public information to others in violation of the law.
This conduct is frequently referred to as "insider trading." Franklin Templeton
Investment's Policy Statement on Insider Trading applies to every officer,
director, employee or other person associated with Franklin Templeton
Investments and extends to activities within and outside their duties with
Franklin Templeton Investments. Every officer, director and employee must read
and retain this policy statement. Any questions regarding Franklin Templeton
Investments Policy Statement on Insider Trading or the Compliance Procedures
should be referred to the Legal Department.

      The term "insider trading" is not defined in the federal securities laws,
but generally is used to refer to the use of material non-public information to
trade in securities (whether or not one is an "insider") or to communications of
material non-public information to others.

      While the law concerning insider trading is not static, it is generally
understood that the law prohibits:

      (1)   trading by an insider, while in possession of material non-public
            information; or

      (2)   trading by a non-insider, while in possession of material non-public
            information, where the information either was disclosed to the
            non-insider in violation of an insider's duty to keep it
            confidential or was misappropriated; or

      (3)   communicating material non-public information to others.

      The elements of insider trading and the penalties for such unlawful
conduct are discussed below. If, after reviewing this policy statement, you have
any questions, you should consult the Legal Department.


0B.   WHO IS AN INSIDER?
      The concept of "insider" is broad. It includes officers, directors and
employees of a company. In addition, a person can be a "temporary insider" if he
or she enters into a special confidential relationship in the conduct of a
company's affairs and as a result is given access to information solely for the
company's purposes. A temporary insider can include, among others, a company's
outside attorneys, accountants, consultants, bank lending officers, and the
employees of such organizations. In addition, an investment adviser may become a
temporary insider of a company it advises or for which it performs other
services. According to the U.S. Supreme Court, the company must expect the
outsider to keep the disclosed non-public information confidential and the
relationship must at least imply such a duty before the outsider will be
considered an insider.

C.    WHAT IS MATERIAL INFORMATION?
      Trading on inside information is not a basis for liability unless the
information is material. "Material information" generally is defined as
information for which there is a substantial likelihood that a reasonable
investor would consider it important in making his or her investment decisions,
or information that is reasonably certain to have a substantial effect on the
price of the company's securities. Information that officers, directors and
employees should consider material includes, but is not limited to: dividend
changes, earnings estimates, changes in previously released earnings estimates,
significant merger or acquisition proposals or agreements, major litigation,
liquidation problems, and extraordinary management developments.

      Material information does not have to relate to a company's business. For
example, in CARPENTER V. U.S., 108 U.S. 316 (1987), the Supreme Court considered
as material certain information about the contents of a forthcoming newspaper
column that was expected to affect the market price of a security. In that case,
a WALL STREET JOURNAL reporter was found criminally liable for disclosing to
others the dates that reports on various companies would appear in the WALL
STREET JOURNAL and whether those reports would be favorable or not.

D.    WHAT IS NON-PUBLIC INFORMATION?
      Information is non-public until it has been effectively communicated to
the marketplace. One must be able to point to some fact to show that the
information is generally public. For example, information found in a report
filed with the Securities and Exchange Commission ("SEC"), or appearing in Dow
Jones, Reuters Economic Services, THE WALL STREET JOURNAL or other publications
of general circulation would be considered public.

E.    BASIS FOR LIABILITY

      1.    FIDUCIARY DUTY THEORY
      In 1980, the Supreme Court found that there is no general duty to disclose
before trading on material non-public information, but that such a duty arises
only where there is a fiduciary relationship. That is, there must be a
relationship between the parties to the transaction such that one party has a
right to expect that the other party will not disclose any material non-public
information or refrain from trading. CHIARELLA V. U.S., 445 U.S. 22 (1980).
      In DIRKS V. SEC, 463 U.S. 646 (1983), the Supreme Court stated alternate
theories under which non-insiders can acquire the fiduciary duties of insiders.
They can enter into a confidential relationship with the company through which
they gain information (E.G., attorneys, accountants), or they can acquire a
fiduciary duty to the company's shareholders as "tippees" if they are aware or
should have been aware that they have been given confidential information by an
insider who has violated his fiduciary duty to the company's shareholders.

      However, in the "tippee" situation, a breach of duty occurs only if the
insider personally benefits, directly or indirectly, from the disclosure. The
benefit does not have to be pecuniary but can be a gift, a reputational benefit
that will translate into future earnings, or even evidence of a relationship
that suggests a quid pro quo.

      2.    MISAPPROPRIATION THEORY
      Another basis for insider trading liability is the "misappropriation"
theory, under which liability is established when trading occurs on material
non-public information that was stolen or misappropriated from any other person.
In U.S. V. CARPENTER, SUPRA, the Court found, in 1987, a columnist defrauded THE
WALL STREET JOURNAL when he stole information from the WALL STREET JOURNAL and
used it for trading in the securities markets. It should be noted that the
misappropriation theory can be used to reach a variety of individuals not
previously thought to be encompassed under the fiduciary duty theory.

F.    PENALTIES FOR INSIDER TRADING
      Penalties for trading on or communicating material non-public information
are severe, both for individuals involved in such unlawful conduct and their
employers. A person can be subject to some or all of the penalties below even if
he or she does not personally benefit from the violation. Penalties include:

    o   civil injunctions;
    o   treble damages;
    o   disgorgement of profits;
    o   jail sentences;
    o     fines for the person who committed the violation of up to three times
         the profit gained or loss avoided, whether or not the person actually
         benefited; and
    o     fines for the employer or other controlling person of up to the
         greater of $1,000,000 or
          three times the amount of the profit gained or loss avoided.

      In addition, any violation of this policy statement can result in serious
sanctions by the Franklin Templeton Group, including dismissal of any person
involved.

G.    INSIDER TRADING PROCEDURES
      Each access person, Compliance Officer, the Risk Management Department,
and the Legal Department, as the case may be, shall comply with the following
procedures.

      1.    IDENTIFYING INSIDE INFORMATION
      Before trading for yourself or others, including investment companies or
private accounts managed by the Franklin Templeton Group, in the securities of a
company about which you may have potential inside information, ask yourself the
following questions:

      o     Is the information material?

      o     Is this information that an investor would consider important in
            making his or her investment decisions?

      o     Is this information that would substantially affect the market price
            of the securities if generally disclosed?

      o     Is the information non-public?

      o     To whom has this information been provided?

      o     Has the information been effectively communicated to the marketplace
            (e.g., published in REUTERS, THE WALL STREET JOURNAL or other
            publications of general circulation)?

If, after consideration of these questions, you believe that the information may
be material and non-public, or if you have questions as to whether the
information is material and non-public, you should take the following steps:

    (i)   Report the matter immediately to the designated Compliance Officer, or
          if he or she is not available, to the Legal Department.

    (ii)  Do not purchase or sell the securities on behalf of yourself or
          others, including investment companies or private accounts managed
          by Franklin Templeton Investments.

    (iii) Do not communicate the information inside or outside Franklin
          Templeton Investments , other than to the Compliance Officer or the
          Legal Department.

    (iv)  The Compliance Officer shall immediately contact the Legal
          Department for advice concerning any possible material, non-public
          information.

    (v)   After the Legal Department has reviewed the issue and consulted with
          the Compliance Officer, you will be instructed either to continue
          the prohibitions against trading and communication noted in (ii) and
          (iii), or you will be allowed to trade and communicate the
          information.

    (vi)  In the event the information in your possession is determined by the
          Legal Department or the Compliance Officer to be material and
          non-public, it may not be communicated to anyone, including persons
          within Franklin Templeton Investments, except as provided in (i)
          above. In addition, care should be taken so that the information is
          secure. For example, files containing the information should be
          sealed and access to computer files containing material non-public
          information should be restricted to the extent practicable.

      2.    RESTRICTING ACCESS TO OTHER SENSITIVE INFORMATION
      All Franklin Templeton Investments personnel also are reminded of the
need to be careful to protect from disclosure other types of sensitive
information that they may obtain or have access to as a result of their
employment or association with Franklin Templeton Investments.

            (I)   GENERAL ACCESS CONTROL PROCEDURES
             Franklin Templeton Investments has established a process by which
access to company files that may contain sensitive or non-public information
such as the Bargain List and the Source of Funds List is carefully limited.
Since most of the Franklin Templeton Group files, which contain sensitive
information, are stored in computers, personal identification numbers, passwords
and/or code access numbers are distributed to Franklin Templeton Investments
computer access persons only. This activity is monitored on an ongoing basis. In
addition, access to certain areas likely to contain sensitive information is
normally restricted by access codes.


H.    FAIR DISCLOSURE POLICIES AND PROCEDURES

WHAT IS REGULATION FD?
Regulation FD under the Securities Exchange Act of 1934, as amended (the "1934
Act"), prohibits certain persons associated with Franklin Resources, Inc.
("Resources") and persons associated with each U.S. closed-end fund advised by
an investment advisory subsidiary of Resources (collectively, the "FTI
Closed-End Funds") and persons associated with the FTI investment adviser to the
FTI Closed-End Funds, from selectively disclosing material nonpublic information
about Resources and the FTI Closed-End Funds to certain securities market
professionals and shareholders. Regulation FD is designed to promote the full
and fair disclosure of information by issuers such as Resources and the FTI
Closed-End Funds.
The scope of Regulation FD is limited. Regulation FD applies to Resources and
FTI Closed-End Funds, but does not apply to open-end investment companies
managed by the FTI investment advisers. The rule also does not apply to all
communications about Resources or FTI Closed-End Funds with outside persons.
Rather, Regulation FD applies only to communications to securities market
professionals and to any shareholder of Resources or FTI Closed-End Funds under
circumstances in which it is reasonably foreseeable that such shareholder will
trade on the basis of the information. In addition, Regulation FD does not apply
to all employees and officers. It only applies to certain senior officers of
Resources and the FTI Closed-End Funds and those persons who regularly
communicate with securities market professionals or with shareholders.
Consequently, Regulation FD and the Franklin Templeton Investments Fair
Disclosure Policies and Procedures (the "Policies and Procedures") will not
apply to a variety of legitimate, ordinary-course business communications or to
disclosures made to the media. Irrespective of Regulation FD, all Franklin
personnel must comply with the "Franklin Templeton Investment Policy Statement
on Insider Trading" and should be aware that disclosure of material nonpublic
information to another person may constitute a form of illegal insider trading
called "tipping."


FTI'S CORPORATE POLICY FOR REGULATION FD
Franklin Templeton Investments is committed to complying with Regulation FD by
making fair disclosure of information about Resources or FTI Closed-End Funds
without advantage to any particular securities market professional, shareholder
or investor. It is not the intention of these Policies and Procedures, however,
to interfere with legitimate, ordinary-course business communications or
disclosures made to the media or governmental agencies. FTI believes it is in
its best interest to maintain an active and open dialogue with securities market
professionals, shareholders and investors regarding Resources and the FTI
Closed-End Funds. FTI will continue to provide current and potential
shareholders access to key information reasonably required for making an
informed decision on whether to invest in shares of Resources or FTI Closed-End
Funds. FTI personnel will make appropriate announcements and conduct interviews
about Resources and FTI Closed-End Funds with the media, in accordance with
Corporate Communication's Procedures regarding such announcements or interviews.

GENERAL PROVISIONS OF REGULATION FD
      WHENEVER:

      (1)   AN ISSUER, OR PERSON ACTING ON ITS BEHALF (i.e. any senior officer
            or any other officer, employee or agent of an issuer (or issuer's
            investment adviser) who regularly communicates with securities
            professionals or shareholders, or any employee directed to make a
            disclosure by a member of senior management)


      (2)   DISCLOSES MATERIAL NON-PUBLIC INFORMATION


      (3)   TO CERTAIN SPECIFIED PERSONS (generally, securities market
            professionals or holders of the issuer's securities who may trade on
            the basis of the information)

      THEN:

      (4)   the issuer must make public disclosure of that same information:

            o  simultaneously (for intentional disclosures), or

            o  promptly (for non-intentional disclosures).
               In the case of non-intentional disclosures, "promptly" means no
               later than 24 hours (or the commencement of the next day's
               trading on the NYSE, whichever is later), after a senior officer
               learns of the disclosure and knows, or is reckless in not
               knowing, that the information is both material and non-public.



PERSONS TO WHOM SELECTIVE DISCLOSURE MAY NOT BE MADE:
  (1)   BROKER-DEALERS and their associated persons;

  (2)   INVESTMENT ADVISERS, certain institutional investment managers and
        their associated persons,
  (3)   INVESTMENT COMPANIES, hedge funds and their affiliated persons, and

  (4)   HOLDERS OF THE ISSUER'S SECURITIES, under circumstances where it is
        reasonably foreseeable that such person would purchase or sell
        securities on the basis of the information.

The Regulation is designed to cover sell-side analysts, buy-side analysts,
institutional investment managers, and other market professionals who may be
likely to trade on the basis of selectively disclosed information.


EXCLUSIONS FROM REGULATION FD
SELECTIVE DISCLOSURES MAY BE MADE TO THE FOLLOWING AND NOT VIOLATE REGULATION
------------------------------------------------------------------------------
FD:
---
(1)   communications to "temporary insiders" who owe a duty of trust or
      confidence to the issuer (i.e. attorneys, investment bankers, or
      accountants);

(2)   any person who expressly agrees to maintain the information in
      confidence (i.e., disclosures by a public company to private
      investors in private offerings);

(3)   an entity whose primary business is the issuance of a credit rating,
      if the information is disclosed for the sole purpose of developing
      such ratings and the entity's ratings are publicly available; and

(4)   communications made in connection with most offerings of securities
      registered under the Securities Act of 1933.


METHODS OF PUBLIC DISCLOSURE:
An issuer's disclosure obligation may be met by any method reasonably designed
to provide broad, non-exclusionary distribution of the information to the
public. Acceptable methods of public disclosure include:
o  Furnishing or filing with the SEC a Form 8-K (not applicable to
   closed-end investment companies);
o  press releases distributed through a widely circulated news or wire
   service; or
o  announcements made through press conferences or conference calls that
   interested members of the public may attend or listen to either in person, by
   telephonic transmission, or by other electronic transmission (including use
   of the Internet), of which the public has adequate notice and means of
   access.

Posting of new information on an issuer's own website is NOT by itself a
sufficient method of public disclosure. It may be used in combination with other
methods.


FREQUENTLY ASKED QUESTIONS:
       (1)  WHEN IS DISCLOSURE CONSIDERED INTENTIONAL WITHIN THE MEANING OF
            REGULATION FD?
            Under Regulation FD, selective disclosure is considered
            intentional when the issuer (or person acting on its behalf)
            knows, or is reckless in not knowing, that the information
            disclosed is BOTH material and non-public.  For example,
            non-intentional selective disclosures may occur when company
            officials inadvertently disclose material information in response
            to questions from analysts or shareholders or when a decision is
            made to selectively disclose information that the company does
            not view as material but the market moves in response to the
            disclosure.

       (2)  WHAT IS NON-PUBLIC INFORMATION?
            Information is non-public if it has not been disseminated in a
            manner making it available to investors generally.

       (3)  WHAT IS MATERIAL INFORMATION?
            Regulation FD deems information material if "there is a substantial
            likelihood that a reasonable shareholder would consider it
            important" in making an investment decision or if there a
            substantial likelihood that a fact would be viewed by a reasonable
            investor as having "significantly altered the `total mix' of
            information made available."

       (4)  ARE THERE SPECIFIC TYPES OF INFORMATION THAT ARE CONSIDERED
            MATERIAL? There is no bright line test to determine materiality.
            However, below is a list of items that should be reviewed carefully
            to determine whether they are material.

            o  An impending departure of a portfolio manager who is primarily
               responsible for day-to-day management of a Closed-End Fund;

            o  A plan to convert a Closed-End Fund from a closed-end investment
               company to an open-end investment company;

            o  A plan to merge a Closed-End Fund into another investment
               company;

            o  Impending purchases or sales of particular portfolio securities;

            o  Information about Resources related to earnings or earnings
               forecasts;

            o  Mergers, acquisitions, tender offers, joint ventures, or material
               change in assets;

            o  Changes in control or in management;

            o  Change in auditors or auditor notification that the issuer may no
               longer rely on an auditor's audit report;

            o  Events regarding Resources or an FTI Closed-End Fund's securities
               - e.g., repurchase plans, stock splits or changes in dividends,
               calls of securities for redemption, changes to the rights of
               security holders, public or private sales of additional
               securities; and

            o  Bankruptcies or receiverships.



(5)   ARE ALL ISSUER COMMUNICATIONS COVERED BY THE REGULATION?
            No. Regulation FD applies only to communications by the issuer's
            senior management, its investor relations professionals and
            others who regularly communicate with securities market
            professionals and security holders when those communications are
            made to securities market professionals and security holders
            under circumstances in which it is reasonably foreseeable that
            the holders will trade on the basis of the information.
            Regulation FD isn't intended to apply to persons who are engaged
            in ordinary-course business communications with the issuer or to
            interfere with disclosures to the media.  However, the
            traditional disclosure concerns (such as "tipping" material
            non-public information and leaking disclosure into the market)
            still apply.

(6)         ARE COMMUNICATIONS TO THE MEDIA COVERED BY REGULATION FD? No, but,
            as a general policy, we advise the press that we cannot tell them
            anything that is material and non-public about FRI or the FTI
            Closed-End Funds without putting out a press release.

(7)         ARE ONE-ON-ONE DISCUSSIONS WITH ANALYSTS PERMITTED?
            Yes.  Reg FD is not intended to undermine the role of analysts in
            "sifting through and extracting information that may not be
            significant to the ordinary investor to reach material
            conclusions."  However, persons covered by Regulation FD must be
            cautious not to selectively provide material non-public
            information in one-on-one discussions.

(8)         MAY ISSUERS PROVIDE GUIDANCE ON EARNINGS?
            Not selectively. Although many issuers have historically provided
            earnings guidance, the SEC observed in Regulation FD's adopting
            release that an issuer that has a private conversation with an
            analyst in which the issuer provides direct or indirect guidance as
            to whether earnings will be higher than, lower than or even the same
            as forecasted will likely violate the rule. Regulation FD may be
            violated simply by confirming in a non-public manner an earnings
            forecast that is already public, because such confirmation may be
            material.


(9)         WHAT HAPPENS IF SOMEONE COVERED BY THESE POLICIES AND PROCEDURES
            THINKS THAT HE OR SHE MAY HAVE MISTAKENLY DISCLOSED MATERIAL
            NON-PUBLIC INFORMATION ABOUT RESOURCES OR A CLOSED-END FUND TO A
            SECURITIES MARKET PROFESSIONAL OR SHAREHOLDER?
            That person should report such inadvertent  disclosure immediately
            to the  compliance  or legal  department,  which  will  review the
            nature  of the  disclosure  and the  audience  to  verify  whether
            further  disclosure  must be made  pursuant to these  Policies and
            Procedures or some other appropriate action must be taken.


TRAINING
Appropriate training will be provided to certain employees identified as
follows:
o Corporate Communications Department;
o Investor Relations Department;
o Portfolio managers of closed-end funds and their assistants;
o Managers and supervisors of Customer Service Representatives.

As a part of this training, each employee will be notified that they should not
communicate on substantive matters involving Franklin Resources Inc., or the FTI
Closed-end Funds except in accordance with these Policies and Procedures.

QUESTIONS
All inquiries regarding these Policies and Procedures should be addressed to
Murray Simpson, General Counsel (650-525-7331), Barbara Green, Deputy General
Counsel (650-525-7188), or Jim Davis, Director, Global Compliance
(650-312-2832).










                                    1                             12/02

                             SUPPLEMENTAL MEMORANDUM

CHINESE WALL PROCEDURES

Under The Chinese Wall, access persons from Advisory Groups (as defined in
Appendix A) are prohibited from having access to investment information of an
Advisory Group other than his or her own Advisory Group with the following
exception: Access persons to Floating Rate may have access to Investment
Information of Franklin Templeton, but access persons to Franklin Templeton may
not have access to Floating Rate.

The Chinese Wall applies to all access persons, including part-time employees,
and consultants, and are in addition to those obligations prescribed by Franklin
Templeton Code of Ethics (the "Code of Ethics").

Questions regarding these procedures should be directed to the attention of Jim
Davis, Legal Compliance Department, at 650-312-2832 or e-mailed to:
jdavis@frk.com.

GENERAL PROCEDURES

      CONFIDENTIALITY. Access persons within one Advisory Group (e.g., Franklin
Templeton) may not disclose Investment Information to access persons of the
other Advisory Group (e.g., Franklin Mutual). Any communication of Investment
Information outside an Advisory Group should be limited to persons (such as
Accounting, Investment Operations, Legal and Compliance personnel) who have a
valid "need to know" such information and each of whom is specifically
prohibited from disclosing Investment Information from one to another except
when necessary for regulatory purposes. Nothing contained herein is designed to
prohibit the proper exchange of accounting, operational, legal or compliance
information among such persons in the normal course of performing his or her
duties.

      DISCUSSIONS. Access persons within one Advisory Group should avoid
discussing Investment Information in the presence of persons who do not have a
need to know the information. Extreme caution should be taken with discussions
in public places such as hallways, elevators, taxis, airplanes, airports,
restaurants, and social gatherings. Avoid discussing confidential information on
speakerphones. Mobile telephones should be used with great care because they are
not secure.

      ACCESS. Access persons should limit physical access to areas where
confidential or proprietary information may be present or discussed. Only
persons with a valid business reason for being in such an area should be
permitted. In this regard, meetings with personnel who are not members of the
same Advisory Group should be conducted in conference rooms rather than employee
offices. Work on confidential projects should take place in areas that are
physically separate and secure.

      OUTSIDE INQUIRIES. Any person not specifically authorized to respond to
press or other outside inquiries concerning a particular matter should refer all
calls relating to the matter to the attention of Holly Gibson-Brady, Director,
Corporate Communications, Franklin Templeton Investments, in San Mateo,
California, at (650) 312-4701.

      DOCUMENTS AND DATABASES. Confidential documents should not be stored in
common office areas where unauthorized persons may read them. Such documents
should be stored in secure locations and not left exposed overnight on desks or
in workrooms.

      Confidential databases and other confidential information accessible by
computer should be protected by passwords or otherwise secured against access by
unauthorized persons.

      FAXING PROCEDURES. Confidential documents should not be faxed to locations
where they may be read by unauthorized persons, including to other FRI offices
outside the Advisory Group, unless steps have been taken to remove or redact any
confidential information included in such documents. Prior to faxing a document
that includes confidential information, the sender should confirm that the
recipient is attending the machine that receives such documents.


THE CHINESE WALL

      GENERAL. FRI has adopted the Chinese Wall to separate investment
management activities conducted by certain investment advisory subsidiaries of
FRI. The Chinese Wall may be amended or supplemented from time to time by
memoranda circulated by the Legal Compliance Department.

      CHINESE WALL RESTRICTIONS. Except in accordance with the Wall-crossing
procedures described below or in accordance with such other procedures as may be
developed by the Legal Compliance Department for a particular department or
division:

o     No access person in any Advisory Group (as defined in Appendix A) should
      disclose Investment Information to any access person in the any other
      Advisory Group, or give such access persons access to any file or database
      containing such Investment Information; and

o     No access person in any Advisory Group should obtain or make any effort to
      obtain Investment Information within the any other Advisory Group from any
      person.

      An access person who obtains Investment Information of an Advisory Group
other than his or her own in a manner other than in accordance with the Chinese
Wall procedures described herein, should immediately notify an appropriate
supervisory person in his or her department who, in turn, should consult with
the Legal Compliance Department concerning what, if any, action should be taken.
Unless expressly advised to the contrary by the Legal Compliance Department,
such employee should refrain from engaging in transactions in the related
securities or other securities of the related issuer for any account and avoid
further disclosure of the information.

      CROSSING PROCEDURES. Disclosure of Investment Information of one Advisory
Group to an access person in another Advisory Group on a "need to know" basis in
the performance of his or her duties, should be made only if absolutely
necessary. In such instance, the disclosure of such information may be made only
in accordance with the specific procedures set forth below.

      An access person within one Advisory Group must obtain prior approval from
the Legal Compliance Department before making any disclosure of Investment
Information to an access person within the other Advisory Group.

      Before approval is granted, the Legal Compliance Department must be
notified in writing by an Executive Officer within the Advisory Group (the
"Originating Group") which proposes to cross the Chinese Wall of (1) the
identity of the Advisory Group access person(s) who are proposed to cross the
Chinese Wall, (2) the identity of the access person(s) in the other Advisory
Group (the "Receiving Group") who are proposed to receive the Investment
Information, (3) the applicable issuer(s), (4) the nature of the information to
be discussed, and (5) the reason for crossing the Chinese Wall. The form of
notice is attached to this Memorandum as Appendix B.

      The Legal Compliance Department will notify an Executive Officer within
the Receiving Group of the identity of the access person(s) who are proposed to
cross the Chinese Wall. The Legal Compliance Department may not disclose any
additional information to such person.

      If approval is obtained from an Executive Officer within the Receiving
Group, the Legal Compliance Department will notify the requesting Executive
Officer in the Originating Group that the proposed Wall-crosser(s) may be
contacted. Personnel from the Legal Compliance Department or their designees
must attend all meetings where Wall-crossing communications are made.
Communications permitted by these crossing procedures should be conducted in a
manner not to be overheard or received by persons not authorized to receive
confidential information.

      The Legal Compliance Department will maintain a record of Wall-crossings.

      An access person who has crossed the Chinese Wall under these procedures
must maintain the confidentiality of the Investment Information received and may
use it only for the purposes for which it was disclosed.

      Any questions or issues arising in connection with these crossing
procedures will be resolved between the appropriate Executive Officers(s), the
Legal Compliance Department and the Legal Department.


                                     APPENDIX A

           FRANKLIN TEMPLETON INVESTMENT'S ADVISORY GROUPS (12/02)

1.    FRANKLIN/TEMPLETON ADVISORY GROUP

      Franklin Advisers, Inc.

      Franklin Advisory Services, LLC

      Franklin Investment Advisory Services, Inc.

      Franklin Private Client Group, Inc.

      Franklin Templeton Investments Corp (Canada)

      Franklin Templeton Investment Management, Limited (UK)

      Franklin Templeton Investments Japan, Ltd.

      Franklin Templeton Investments Australia Limited

      FTI Institutional, LLC

      Franklin Templeton Asset Strategies, LLC

      Franklin Templeton Investments (Asia) Limited

      Franklin Templeton Asset Management S.A., (France)

      Templeton/Franklin Investment Services, Inc.

      Templeton Investment Counsel, LLC

      Templeton Asset Management, Limited.

      Templeton Global Advisors Limited (Bahamas)

      Templeton Asset Management (India) Pvt. Ltd.

      Fiduciary Trust Company International (NY)

      Fiduciary International, Inc.

      Fiduciary Investment Management International, Inc.

      Fiduciary Trust International Asia Limited (Hong Kong)

      Fiduciary Trust International Australia Limited



      Fiduciary Trust International Limited (UK)

      Fiduciary Trust International Investment Management, Inc. (Japan)

      Fiduciary Trust International of California

      Fiduciary Trust International of the South (Florida)

      FTI -Banque Fiduciary Trust (Switzerland)

2.    FRANKLIN FLOATING RATE TRUST ADVISORY GROUP

3.    FRANKLIN MUTUAL ADVISORY GROUP


APPENDIX B

      M E M O R A N D U M

      TO:          The Legal Compliance Department - San Mateo

      FROM:

      RE:         Chinese Wall Crossing

      DATE:

      The following access person(s)

      Name                    Title             Department


__________________________________________________________

__________________________________________________________

__________________________________________________________



      within the _______________________ Advisory Group are proposing to cross
the Chinese Wall and communicate certain Investment Information to the access
persons within the ______________________ Advisory Group identified below.

            Name                    Title             Department

___________________________________________________________

___________________________________________________________

___________________________________________________________




      Such access person(s) will cross the Chinese Wall with respect to the
following issuer:

____________________________________________________________

____________________________________________________________

      The following is a description of the nature of the information to be
discussed by such access person(s):

_____________________________________________________________

_____________________________________________________________


Modified on

Code of Ethics Revised 12-03-02 Readonly.doc




            APPROVED:________________________________________

                        EXECUTIVE OFFICER (ORIGINATING GROUP)



                        __________________________________
                        Executive Officer (Receiving Group)





</TEXT>
</DOCUMENT>
