<DOCUMENT>
<TYPE>EX-99.77E LEGAL
<SEQUENCE>3
<FILENAME>reglitmatters.txt
<DESCRIPTION>REGULATORY AND LITIGATION MATTERS
<TEXT>
Exhibit A

REGULATORY AND LITIGATION MATTERS

As part of various investigations by a number of
federal, state, and foreign regulators and
governmental entities, including the U.S.
Securities and Exchange Commission (SEC), relating
to certain practices in the mutual fund
industry, including late trading, market
timing and marketing support payments to
securities dealers who sell fund shares
(marketing support), Franklin Resources, Inc.
and certain of its subsidiaries
(collectively, the Company), entered into
settlements with certain of those regulators and
governmental entities. Specifically, the Company
entered into settlements with the SEC, among
others, concerning market timing and marketing
support. On May 9, 2008, the SEC approved a final
plan of distribution for the Companys market
timing settlement. Disbursements of settlement
monies will be made promptly to individuals who
were shareholders of the designated funds during
the relevant period, in accordance with the terms
and conditions of the settlement and plan.
In addition, the Company, as well as most of the
mutual funds within Franklin Templeton Investments
and certain current or former officers, Company
directors, fund directors, and employees, have
been named in private lawsuits (styled as
shareholder class actions, or as derivative actions
on behalf of either the named funds or Franklin
Resources, Inc.). The lawsuits relate to the
industry practices referenced above. The Company
and fund management believe that the claims made
in each of the private lawsuits referenced above
are without merit and intend to defend against
them vigorously. The Company cannot predict with
certainty the eventual outcome of these lawsuits,
nor whether they will have a material negative impact
on the Company. If it is determined that the Company
bears responsibility for any unlawful or
inappropriate conduct that caused losses to the
Funds, it is committed to making the Funds or their
shareholders whole, as appropriate.
</TEXT>
</DOCUMENT>
