<DOCUMENT>
<TYPE>EX-99.77E LEGAL
<SEQUENCE>3
<FILENAME>regmtrs.txt
<DESCRIPTION>LEGALATTACHMENT
<TEXT>
REGULATORY MATTERS

Investigations

As part of various investigations by a number
of federal, state, and foreign regulators and
governmental entities, including the Securities
and Exchange Commission ("SEC"), the California
Attorney General's Office ("CAGO"), and the
National Association of Securities Dealers,
Inc. ("NASD"), 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, Franklin Resources, Inc. and certain of
its subsidiaries (as used in this section,
together, the "Company"), as well as certain
current or former executives and employees of
the Company, received subpoenas and/or requests
for documents, information and/or testimony.
The Company and its current employees provided
documents and information in response to those
requests and subpoenas.

Settlements

Beginning in August 2004, the Company entered
into settlements with certain regulators
investigating the mutual fund industry
practices noted above. The Company believes
that settlement of each of the matters
described in this section is in the best
interest of the Company and shareholders of the
Franklin, Templeton, and Mutual Series mutual
funds (the "funds").

On August 2, 2004, Franklin Resources, Inc.
announced that its subsidiary, Franklin
Advisers, Inc., reached an agreement with the
SEC that resolved the issues resulting from the
SEC investigation into market timing activity.
In connection with that agreement, the SEC
issued an "Order Instituting Administrative and
Cease-and-Desist Proceedings Pursuant to
Sections 203(e) and 203(k) of the Investment
Advisers Act of 1940 and Sections 9(b) and 9(f)
of the Investment Company Act of 1940, Making
Findings and Imposing Remedial Sanctions and a
Cease-and-Desist Order" (the "Order"). The
SEC's Order concerned the activities of a
limited number of third parties that ended in
2000 and those that were the subject of the
first Massachusetts administrative complaint
described below.

Under the terms of the SEC's Order, pursuant to
which Franklin Advisers, Inc. neither admitted
nor denied any of the findings contained
therein, Franklin Advisers, Inc. agreed to pay
$50 million, of which $20 million is a civil
penalty, to be distributed to shareholders of
certain funds in accordance with a plan to be
developed by an independent distribution
consultant. At this time, it is unclear which
funds or which shareholders of any particular
fund will receive distributions. The Order also
required Franklin Advisers, Inc. to, among
other things, enhance and periodically review
compliance policies and procedures.

On September 20, 2004, Franklin Resources, Inc.
announced that two of its subsidiaries,
Franklin Advisers, Inc. and Franklin Templeton
Alternative Strategies, Inc. ("FTAS"), reached
an agreement with the Securities Division of
the Office of the Secretary of the Commonwealth
of Massachusetts (the "State of Massachusetts")
related to its administrative complaint filed
on February 4, 2004, concerning one instance of
market timing that was also a subject of the
August 2, 2004 settlement that Franklin
Advisers, Inc. reached with the SEC, as
described above.

Under the terms of the settlement consent order
issued by the State of Massachusetts, Franklin
Advisers, Inc. and FTAS consented to the entry
of a cease-and-desist order and agreed to pay a
$5 million administrative fine to the State of
Massachusetts (the "Massachusetts Consent
Order"). The Massachusetts Consent Order
included two different sections: "Statements of
Fact" and "Violations of Massachusetts
Securities Laws." Franklin Advisers, Inc. and
FTAS admitted the facts in the Statements of
Fact.






On October 25, 2004, the State of Massachusetts
filed a second administrative complaint,
alleging that Franklin Resources, Inc.'s Form 8-
K filing, in which it described the
Massachusetts Consent Order and stated that
"Franklin did not admit or deny engaging in any
wrongdoing", failed to state that Franklin
Advisers, Inc. and FTAS admitted the Statements
of Fact portion of the Massachusetts Consent
Order (the "Second Complaint"). Franklin
Resources, Inc. reached a second agreement with
the State of Massachusetts on November 19,
2004, resolving the Second Complaint. As a
result of the November 19, 2004 settlement,
Franklin Resources, Inc. filed a new Form 8-K.
The terms of the Massachusetts Consent Order
did not change and there was no monetary fine
associated with this second settlement.

On November 17, 2004, Franklin Resources, Inc.
announced that Franklin/Templeton Distributors,
Inc. ("FTDI") reached an agreement with the
CAGO, resolving the issues resulting from the
CAGO's investigation concerning sales and
marketing support payments. Under the terms of
the settlement, FTDI neither admitted nor
denied the allegations in the CAGO's complaint
and agreed to pay $2 million to the State of
California as a civil penalty, $14 million to
the funds, to be allocated by an independent
distribution consultant to be paid for by FTDI,
and $2 million to the CAGO for its
investigative costs.

On December 13, 2004, Franklin Resources, Inc.
announced that its subsidiaries FTDI and
Franklin Advisers, Inc. reached an agreement
with the SEC, resolving the issues resulting
from the SEC's investigation concerning
marketing support payments to securities
dealers who sell fund shares. In connection
with that agreement, the SEC issued an "Order
Instituting Administrative and Cease-and-Desist
Proceedings, Making Findings, and Imposing
Remedial Sanctions Pursuant to Sections 203(e)
and 203(k) of the Investment Advisers Act of
1940, Sections 9(b) and 9(f) of the Investment
Company Act of 1940, and Section 15(b) of the
Securities Exchange Act of 1934" (the "Second
Order").

Under the terms of the Second Order, in which
FTDI and Franklin Advisers, Inc. neither
admitted nor denied the findings contained
therein, they agreed to pay the funds a penalty
of $20 million and disgorgement of $1 (one
dollar). FTDI and Franklin Advisers, Inc. also
agreed to implement certain measures and
undertakings relating to marketing support
payments to broker-dealers for the promotion or
sale of fund shares, including making
additional disclosures in the funds'
Prospectuses and Statements of Additional
Information. The Second Order further requires
the appointment of an independent distribution
consultant, at the Company's expense, who shall
develop a plan for the distribution of the
penalty and disgorgement to the funds.

The SEC's Second Order and the CAGO settlement
agreement concerning marketing support payments
provide that the distribution of settlement
monies are to be made to the relevant funds,
not to individual shareholders. The
Iindependent distribution consultantDC has
substantially completed preparation of these
distribution plans. The CAGO has approved the
distribution plan pertaining to the
distribution of the monies owed under the CAGO
settlement agreement and, in accordance with
the terms and conditions of that settlement,
the monies are expected to bewere  disbursed to
the participating funds and are recorded as
other income in the current period promptly.
The SEC has not yet approved the distribution
plan pertaining to the Second Order. When
approved, disbursements of settlement monies
under the SEC's Second Order will be made
promptly in accordance with the terms and
conditions of that order.



Other Legal Proceedings

The Trust, in addition to the Company and other
funds, and certain current and former officers,
employees, and directors have been named in
multiple lawsuits in different federal courts
in Nevada, California, Illinois, New York and
Florida, alleging violations of various federal
securities laws and seeking, among other
relief, monetary damages, restitution, removal
of fund trustees, directors, advisers,
administrators, and distributors, rescission of
management contracts and 12b-1 Plans, and/or
attorneys' fees and costs. Specifically, the
lawsuits claim breach of duty with respect to
alleged arrangements to permit market timing
and/or late trading activity, or breach of duty
with respect to the valuation of the portfolio
securities of certain Templeton funds managed
by Franklin Resources, Inc. subsidiaries,
resulting in alleged market timing activity.
The majority of these lawsuits duplicate, in
whole or in part, the allegations asserted in
the February 4, 2004 Massachusetts
administrative complaint and the findings in
the SEC's August 2, 2004 Order, as described
above. The lawsuits are styled as class
actions, or derivative actions on behalf of
either the named funds or Franklin Resources,
Inc.

In addition, the Company, as well as certain
current and former officers, employees, and
directors, have been named in multiple lawsuits
alleging violations of various securities laws
and pendent state law claims relating to the
disclosure of directed brokerage payments
and/or payment of allegedly excessive advisory,
commission, and distribution fees, and seeking,
among other relief, monetary damages,
restitution, rescission of advisory contracts,
including recovery of all fees paid pursuant to
those contracts, an accounting of all monies
paid to the named advisers, declaratory relief,
injunctive relief, and/or attorneys' fees and
costs. These lawsuits are styled as class
actions or derivative actions brought on behalf
of certain funds.

The Company and fund management strongly
believes that the claims made in each of the
lawsuits identified above are without merit and
intends to vigorously defend against them. The
Company cannot predict with certainty, however,
the eventual outcome of the remaining
governmental investigations or private
lawsuits, nor whether they will have a material
negative impact on the Company. Public trust
and confidence are critical to the Company's
business and any material loss of investor
and/or client confidence could result in a
significant decline in assets under management
by the Company, which would have an adverse
effect on the Company's future financial
results. If the Company finds that it bears
responsibility for any unlawful or
inappropriate conduct that caused losses to the
Trust, it is committed to making the Trust or
its shareholders whole, as appropriate. The
Company is committed to taking all appropriate
actions to protect the interests of its funds'
shareholders.

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