Argentina                 Citibank, N.A.
Australia                 National Australia Bank Limited
Austria                   UniCredit Bank Austria AG
Bahrain                   HSBC Bank Middle East Limited
Bangladesh                Standard Chartered Bank Bangladesh
Belgium                   ING Belgium SA/NV
Benin                     Societe Generale de Banques en Cote d'lvoire
Bermuda                   Bank of Bermuda Limited
Botswana                  Barclays Bank of Botswana Ltd.
Brazil                    Citibank, N.A.
Bulgaria                  ING Bank N.V.
Burkina Faso              Societe Generale de Banques en Cote d'lvoire
Canada                    CIBC Mellon Trust Company
Cayman Islands            The Bank of New York New York Mellon
Channel Islands           The Bank of New York Mellon
Chile                     Banco Itau S.A. (Chile)
Chile                     Banco de Chile
China
 (Shanghai and Shenzhen)  HSBC Bank (China) Company Limited
Colombia                  Cititrust Colombia S.A.
Costa Rica                Banco BCT
Croatia                   Privredna banka Zabreb d.d.
Cyprus                    EFG Eurobank Ergasias S.A.
Czech Republic            ING Bank N.V.
Denmark                   Danske Bank A/S
Ecuador                   Banco de la Produccion SA
Egypt                     HSBC Bank Egypt S.A.E.
Estonia                   SEB Bank AS
Euromarket                Clearstream Banking Luxembourg S.A.
Euromarket                Euroclear Bank
Finland                   Skandinaviska Enskilda Banken AB (publ) Helsinki
 Branch
France                    BNP Paribas Securities Services
France                    CACEIS
Germany                   BHF-Bank AG
Ghana                     Barclays Bank of Ghana Ltd.
Greece                    EFG Eurobank Ergasias S.A.
Guinea Bissau             Societe Generale de Banques en Cote d'lvoire
Hong Kong                 The Hongkong and Shanghai Banking Corporation, Limited
Hungary                   ING Bank Zrt.
Iceland                   New Landsbanki Islands hf
India                     Deutsche Bank AG
India                     The Hongkong and Shanghai Banking Corporation, Limited
Indonesia                 The Hongkong and Shanghai Banking Corporation, Limited
Ireland                   The Bank of New York Mellon, London
Israel                    Bank Hapoalim B.M.
Italy                     Intesa Sanpaolo S.p.A
Ivory Coast               Societe Generale de Banques en
                          Cote d'lvoire - Abidjian
Japan                     The Bank of Tokyo-Mitsubishi UFJ Ltd.
Japan                     Mizuho Corporate Bank, Limited
Jordan                    HSBC Bank Middle East Limited
Kazakhstan                HSBC Bank Kazakhstan
Kenya                     Barclays Bank of Kenya Limited
Kuwait                    HSBC Bank Middle East Ltd.
Latvia                    AS SEB banka
Lebanon                   HSBC Bank Middle East Limited
Lithuania                 SEB Bankas AB
Luxembourg                Banque et Caisse d'Epargne de l'Etat
Malaysia                  HSBC Bank Malaysia Berhad
Mali                      Societe Generale de Banques en Cote d'lvoire
Malta                     HSBC Bank Malta plc
Mauritius                 The Hongkong and Shanghai Banking Corporation Limited
Mexico                    Banco Nacional de Mexico
Morocco                   Citibank Maghreb
Namibia                   Standard Bank Namibia Ltd.
Netherlands               BNY Mellon Asset Servicing B.V.
New Zealand               National Australia Bank
Niger                     Societe Generale de Banques en Cote d'lvoire
Nigeria                   Stanbic IBTC Bank Plc
Norway                    DnB NOR Bank ASA
Oman                      HSBC Bank Middle East Limited
Pakistan                  Deutsche Bank AG Karachi.
Palestinian Autonomous
 Area                     HSBC Bank Middle East, Ramallah
Panama                    HSBC Bank (Panama) S.A.
Peru                      Citibank del Peru
Philippines               The Hongkong and Shanghai Banking Corporation, Limited
Poland                    ING Bank Slaski
Portugal                  Banco Comercial Portugues, S.A.
Qatar                     HSBC Bank Middle East Limited, Doha
Romania                   ING Bank N.V.
Russia                    ING Bank (Eurasia) ZAO
Russia                    Vneshtorgbanke (MinFin Bonds only)
Saudi Arabia              SABB Securities Limited
Senegal                   Societe Generale de Banques en Cote d'lvoire
Serbia                    UniCredit Bank Austria
Singapore                 United Overseas Bank Limited
Singapore                 DBS Bank Ltd.
Slovak Republic           ING Bank N.V.
Slovenia                  UniCredit Banka Slovenia d.d.
South Africa              Standard Bank
South Korea               The Hongkong and Shanghai Banking Corporation, Limited
Spain                     Banco Bilbao Vizcaya Argentaria S.A.
Spain                     Santander Investment Services, S.A.
Sri Lanka                 The Hongkong and Shanghai Banking Corporation, Limited
Swaziland                 Standard Bank Swaziland Limited
Sweden                    Skandinaviska Enskilda Banken
Switzerland               Credit Suisse, Zurich
Switzerland               UBS
Taiwan                    Standard Chartered Bank (Taiwan) Limited
Thailand                  The Hongkong and Shanghai Banking Corporation,
Thailand                  Limited/Bangkok Bank Public Company Ltd.
Togo                      Societe Generale de Banques en Cote d'lvoire
Trinidad & Tobago         Republic Bank Limited
Tunisia                   Banque Internationale Arabe de Tunisie
Turkey                    Deutsche Bank NA
Uganda                    Barclays Bank of Uganda Ltd.
Ukraine                   ING Bank Ukraine
United Arab Emirates      HSBC Bank Middle East Limited, Dubai
United Kingdom            The Bank of New York Mellon
United Kingdom            Deutsche Bank AG (The Depository & Clearing Centre)
United States             The Bank of New York Mellon
Uruguay                   Banco Itau Uruguay S.A.
Venezuela                 Citibank, N.A.
Vietnam                   HSBC Bank (Vietnam) Ltd.
Zambia                    Barclays Bank of Zambia Limited
Zimbabwe                  Barclays Bank of Zimbabwe Limited

Revised 5/01/09

AMENDED AND RESTATED CLASS R DISTRIBUTION PLAN

I. Investment Company: FRANKLIN MUTUAL SERIES FUNDS

II. Fund: MUTUAL GLOBAL DISCOVERY FUND - CLASS R MUTUAL INTERNATIONAL FUND - CLASS R MUTUAL QUEST FUND - CLASS R MUTUAL SHARES FUND - CLASS R

III. Maximum Per Annum Rule 12b-1 Fees for Class R Shares (as a percentage of average daily net assets of the class):
0.50%

PREAMBLE TO AMENDED AND RESTATED CLASS R DISTRIBUTION PLAN

The following Amended and Restated Distribution Plan (the "Amended Plan") has been adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the "1940 Act"), by the Investment Company named above (the "Trust") for the Class R shares (the "Class") of each Fund named above (each "Fund"), which amends and restates the prior Distribution Plan (which, together with the Amended Plan are referred to as the "Plan") which took effect on the date shares of the Class were first offered (the "Effective Date of the Plan"). The Plan has been approved by a majority of the Board of Trustees of the Trust (the "Board"), including a majority of the Board members who are not interested persons (as defined in the 1940 Act) of the Trust and who have no direct or indirect financial interest in the operation of the Plan or in any of the agreements related to the Plan (the "Independent Trustees"), cast in person at a meeting called for the purpose of voting on the Plan.

In reviewing the Plan, the Board considered the schedule and nature of payments and terms of the Investment Management Agreement between the Trust, on behalf of each Fund, and Franklin Mutual Advisers, LLC (the "Manager") and the terms of the Distribution Agreement between the Trust, on behalf of each Fund, and Franklin/Templeton Distributors, Inc. ("Distributors"). The Board concluded that the compensation of the Manager, under the Investment Management Agreement, and of Distributors, under the Distribution Agreement, was fair and not excessive. The approval of the Plan included a determination that in the exercise of their reasonable business judgment and in light of their fiduciary duties, there is a reasonable likelihood that the Plan will benefit each Fund and the shareholders of the Class.

AMENDED AND RESTATED DISTRIBUTION PLAN

1. The Trust, on behalf of each Fund, shall pay to Distributors as compensation for its services or for payment by Distributors to dealers or others, or the Fund shall pay directly to others, a quarterly fee not to exceed the above-stated maximum fee per annum of the Class' average daily net assets represented by shares of the Class, as may be determined by the Trust's Board from time to time, as distribution and/or service fees (subject to the maximum set forth in III. above) pursuant to distribution and servicing agreements which have been approved from time to time by the Board, including the Independent Trustees.

2. (a) The monies paid to Distributors pursuant to Paragraph 1 above may be treated as compensation for Distributors' distribution-related services including compensation for amounts advanced to securities dealers or their firms or others (including retirement plan recordkeepers) selling shares of the Class who have executed an agreement with the Trust, Distributors or its affiliates, which form of agreement has been approved from time to time by the Board, including the Independent Trustees, with respect to the sale of Class shares. In addition, Distributors may use such monies paid to it pursuant to Paragraph 1 above to assist in the distribution and promotion of shares of the Class. Such payments made to Distributors under the Plan may be used for, among other things, the printing of prospectuses and reports used for sales purposes, expenses of preparing and distributing sales literature (and any related expenses), advertisements, and other distribution-related expenses; additional distribution fees paid to securities dealers or their firms or others (including retirement plan recordkeepers) who have executed agreements with the Trust, Distributors or its affiliates; or certain promotional distribution charges paid to broker-dealer firms or others, or for participation in certain distribution channels (otherwise referred to as marketing support), including business planning assistance, advertising, educating dealer personnel about the Fund and shareholder financial planning needs, placement on dealers' lists of offered funds, access to sales meetings, sales representatives and management representatives of dealers, participation in and/or presentation at conferences or seminars, sales or training programs for invited registered representatives and other employees, client and investor events and other dealer sponsored events, and ticket charges.

(b) The monies paid to Distributors or others pursuant to paragraph 1 above may also be used to pay Distributors, dealers or others (including retirement plan recordkeepers) for, among other things, furnishing personal services and maintaining shareholder or beneficial owner accounts, which services include, among other things, assisting in establishing and maintaining customer accounts and records; assisting with purchase and redemption requests; arranging for bank wires; monitoring dividend payments from the Fund on behalf of customers; forwarding certain shareholder communications from the Fund to customers; receiving and answering correspondence; and aiding in maintaining the investment of their respective customers in the Class. Any amounts paid under this paragraph 2(b) shall be paid pursuant to a servicing or other agreement, which form of agreement has been approved from time to time by the Board.

3. In addition to the payments which the Trust, on behalf of each Fund, is authorized to make pursuant to paragraphs 1 and 2 hereof, to the extent that the Trust, on behalf of each Fund, the Manager, Distributors or other parties on behalf of the Fund, the Manager or Distributors make payments that are deemed to be payments by the Fund for the financing of any activity primarily intended to result in the sale of Class shares issued by the Fund within the context of Rule 12b-1 under the 1940 Act, then such payments shall be deemed to have been made pursuant to the Plan.

In no event shall the aggregate payments specified in paragraphs 1 and 2, plus any other payments deemed to be made pursuant to the Plan under this paragraph, exceed the amount permitted to be paid pursuant to the Conduct Rules of the National Association of Securities Dealers, Inc., or any successor thereto.

4. Distributors shall furnish to the Board, for its review, on a quarterly basis, a written report of the monies paid to it and to others under the Plan, including the purposes thereof, and shall furnish the Board with such other information as the Board may reasonably request in connection with the payments made under the Plan in order to enable the Board to make an informed determination of whether the Plan should be continued.

5. The Plan, and any agreements related to the Plan, shall continue in effect for a period of more than one year only so long as such continuance is specifically approved at least annually by a vote of the Board, and of the Independent Trustees, cast in person at a meeting called for the purpose of voting on the Plan and any related agreements.

6. The Plan may be terminated with respect to the Class of a Fund at any time by vote of a majority of the Independent Trustees or by vote of a majority of the outstanding voting securities of the Class, as and to the extent required by the 1940 Act and the rules thereunder, including Rule 18f-3(a)(3).

7. Any agreement related to this Plan:

(a) may be terminated at any time, without the payment of any penalty, by vote of a majority of the Independent Trustees or by vote of a majority of the outstanding voting securities of the Class on not more than sixty
(60) days' written notice to any other party to the agreement; and

(b) will automatically terminate in the event of its assignment (as defined in the 1940 Act).

8. The Plan may not be amended to increase materially the amount to be spent for distribution pursuant to Paragraph 1 hereof without approval by a majority of the Fund's outstanding voting securities of the Class (as and to the extent required by the 1940 Act and the rules thereunder, including Rule 18f-3(a)(3)).

9. All material amendments to the Plan shall be approved by a vote of the Board, and of the Independent Trustees, cast in person at a meeting called for the purpose of voting on the Plan.

10. So long as the Plan is in effect, the Board shall satisfy the fund governance standards included in Rule 0-1(a)(7) under the 1940 Act, including that the selection and nomination of the Trust's trustees who are not interested persons of the Trust (as defined in the 1940 Act) shall be committed to the discretion of such incumbent trustees who are not interested persons of the Trust. This Amended Plan and the terms and provisions thereof are hereby accepted and agreed to by the Trust, on behalf of the Class of each of the Funds, respectively, and Distributors as evidenced by their execution hereof.

FRANKLIN MUTUAL SERIES FUNDS on behalf of
MUTUAL GLOBAL DISCOVERY FUND
MUTUAL INTERNATIONAL FUND
MUTUAL QUEST FUND
MUTUAL SHARES FUND

By:  /s/ STEVEN J. GRAY
      Steven J. Gray
Title:     Vice President and Secretary

FRANKLIN/TEMPLETON DISTRIBUTORS, INC.

By:  /s/ PETER D. JONES
      Peter D. Jones
Title:     President



Dated:     July 14, 2009

CLASS R DISTRIBUTION PLAN

I. Investment Company: FRANKLIN MUTUAL SERIES FUNDS

II. Fund: MUTUAL BEACON FUND - CLASS R MUTUAL EUROPEAN FUND - CLASS R

III. Maximum Per Annum Rule 12b-1 Fees for Class R Shares (as a percentage of average daily net assets of the class):
0.50%

PREAMBLE TO AMENDED AND RESTATED CLASS R DISTRIBUTION PLAN

The following Amended and Restated Distribution Plan (the "Amended Plan") has been adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the "1940 Act"), by the Investment Company named above (the "Trust") for the Class R shares (the "Class") of each Fund named above (each "Fund"), which amends and restates the prior Distribution Plan (which, together with the Amended Plan are referred to as the "Plan") which took effect on the date shares of the Class were first offered (the "Effective Date of the Plan"). The Plan has been approved by a majority of the Board of Trustees of the Trust (the "Board"), including a majority of the Board members who are not interested persons (as defined in the 1940 Act) of the Trust and who have no direct or indirect financial interest in the operation of the Plan or in any of the agreements related to the Plan (the "Independent Trustees"), cast in person at a meeting called for the purpose of voting on the Plan.

In reviewing the Plan, the Board considered the schedule and nature of payments and terms of the Investment Management Agreement between the Trust, on behalf of each Fund, and Franklin Mutual Advisers, LLC (the "Manager") and the terms of the Distribution Agreement between the Trust, on behalf of each Fund, and Franklin/Templeton Distributors, Inc. ("Distributors"). The Board concluded that the compensation of the Manager, under the Investment Management Agreement, and of Distributors, under the Distribution Agreement, was fair and not excessive. The approval of the Plan included a determination that in the exercise of their reasonable business judgment and in light of their fiduciary duties, there is a reasonable likelihood that the Plan will benefit each Fund and the shareholders of the Class.

AMENDED AND RESTATED DISTRIBUTION PLAN

1. The Trust, on behalf of each Fund, shall pay to Distributors as compensation for its services or for payment by Distributors to dealers or others, or the Fund shall pay directly to others, a quarterly fee not to exceed the above-stated maximum fee per annum of the Class' average daily net assets represented by shares of the Class, as may be determined by the Trust's Board from time to time, as distribution and/or service fees (subject to the maximum set forth in III. above) pursuant to distribution and servicing agreements which have been approved from time to time by the Board, including the Independent Trustees.

2. (a) The monies paid to Distributors pursuant to Paragraph 1 above may be treated as compensation for Distributors' distribution-related services including compensation for amounts advanced to securities dealers or their firms or others (including retirement plan recordkeepers) selling shares of the Class who have executed an agreement with the Trust, Distributors or its affiliates, which form of agreement has been approved from time to time by the Board, including the Independent Trustees, with respect to the sale of Class shares. In addition, Distributors may use such monies paid to it pursuant to Paragraph 1 above to assist in the distribution and promotion of shares of the Class. Such payments made to Distributors under the Plan may be used for, among other things, the printing of prospectuses and reports used for sales purposes, expenses of preparing and distributing sales literature (and any related expenses), advertisements, and other distribution-related expenses; additional distribution fees paid to securities dealers or their firms or others (including retirement plan recordkeepers) who have executed agreements with the Trust, Distributors or its affiliates; or certain promotional distribution charges paid to broker-dealer firms or others, or for participation in certain distribution channels (otherwise referred to as marketing support), including business planning assistance, advertising, educating dealer personnel about the Fund and shareholder financial planning needs, placement on dealers' lists of offered funds, access to sales meetings, sales representatives and management representatives of dealers, participation in and/or presentation at conferences or seminars, sales or training programs for invited registered representatives and other employees, client and investor events and other dealer sponsored events, and ticket charges.

(b) The monies paid to Distributors or others pursuant to paragraph 1 above may also be used to pay Distributors, dealers or others (including retirement plan recordkeepers) for, among other things, furnishing personal services and maintaining shareholder or beneficial owner accounts, which services include, among other things, assisting in establishing and maintaining customer accounts and records; assisting with purchase and redemption requests; arranging for bank wires; monitoring dividend payments from the Fund on behalf of customers; forwarding certain shareholder communications from the Fund to customers; receiving and answering correspondence; and aiding in maintaining the investment of their respective customers in the Class. Any amounts paid under this paragraph 2(b) shall be paid pursuant to a servicing or other agreement, which form of agreement has been approved from time to time by the Board.

3. In addition to the payments which the Trust, on behalf of each Fund, is authorized to make pursuant to paragraphs 1 and 2 hereof, to the extent that the Trust, on behalf of each Fund, the Manager, Distributors or other parties on behalf of the Fund, the Manager or Distributors make payments that are deemed to be payments by the Fund for the financing of any activity primarily intended to result in the sale of Class shares issued by the Fund within the context of Rule 12b-1 under the 1940 Act, then such payments shall be deemed to have been made pursuant to the Plan.

In no event shall the aggregate payments specified in paragraphs 1 and 2, plus any other payments deemed to be made pursuant to the Plan under this paragraph, exceed the amount permitted to be paid pursuant to the Conduct Rules of the National Association of Securities Dealers, Inc., or any successor thereto.

4. Distributors shall furnish to the Board, for its review, on a quarterly basis, a written report of the monies paid to it and to others under the Plan, including the purposes thereof, and shall furnish the Board with such other information as the Board may reasonably request in connection with the payments made under the Plan in order to enable the Board to make an informed determination of whether the Plan should be continued.

5. The Plan, and any agreements related to the Plan, shall continue in effect for a period of more than one year only so long as such continuance is specifically approved at least annually by a vote of the Board, and of the Independent Trustees, cast in person at a meeting called for the purpose of voting on the Plan and any related agreements.

6. The Plan may be terminated with respect to the Class of a Fund at any time by vote of a majority of the Independent Trustees or by vote of a majority of the outstanding voting securities of the Class, as and to the extent required by the 1940 Act and the rules thereunder, including Rule 18f-3(a)(3).

7. Any agreement related to this Plan:

(a) may be terminated at any time, without the payment of any penalty, by vote of a majority of the Independent Trustees or by vote of a majority of the outstanding voting securities of the Class on not more than sixty
(60) days' written notice to any other party to the agreement; and

(b) will automatically terminate in the event of its assignment (as defined in the 1940 Act).

8. The Plan may not be amended to increase materially the amount to be spent for distribution pursuant to Paragraph 1 hereof without approval by a majority of the Fund's outstanding voting securities of the Class (as and to the extent required by the 1940 Act and the rules thereunder, including Rule 18f-3(a)(3)).

9. All material amendments to the Plan shall be approved by a vote of the Board, and of the Independent Trustees, cast in person at a meeting called for the purpose of voting on the Plan.

10. So long as the Plan is in effect, the Board shall satisfy the fund governance standards included in Rule 0-1(a)(7) under the 1940 Act, including that the selection and nomination of the Trust's trustees who are not interested persons of the Trust (as defined in the 1940 Act) shall be committed to the discretion of such incumbent trustees who are not interested persons of the Trust. This Amended Plan and the terms and provisions thereof are hereby accepted and agreed to by the Trust, on behalf of the Class of each of the Funds, respectively, and Distributors as evidenced by their execution hereof.

FRANKLIN MUTUAL SERIES FUNDS on behalf of
MUTUAL BEACON FUND
MUTUAL EUROPEAN FUND

By:  /s/ STEVEN J. GRAY
      Steven J. Gray
Title:     Vice President and Secretary

FRANKLIN/TEMPLETON DISTRIBUTORS, INC.

By:  /s/ PETER D. JONES
      Peter D. Jones
Title:     President



Dated:     October 30, 2009

MULTIPLE CLASS PLAN
ON BEHALF OF
MUTUAL BEACON FUND

This Multiple Class Plan (the "Plan") has been adopted unanimously by the Board members of FRANKLIN MUTUAL SERIES FUNDS (the "Investment Company") for its series, MUTUAL BEACON FUND (the "Fund"). The Board has determined that the Plan, including the expense allocation methods among the classes, is in the best interests of each class of the Fund, the Fund and the Investment Company as a whole. The Plan sets forth the provisions relating to the establishment of multiple classes of shares of the Fund, and supersedes any Plan previously adopted for the Fund.

1. The Fund shall publicly offer four classes of shares, to be known as Class A Shares, Class C Shares, Class R Shares and Class Z Shares. The sale to new investors of a fifth class of shares, known as Class B Shares, has been discontinued. Class B Shares continue to be available only for reinvestment of dividends by existing Class B shareholders of the Fund, or in connection with an exchange into the Fund by existing Class B shareholders of other funds within Franklin Templeton Investments.

2. Class A Shares shall carry a front-end sales charge ranging from 0%
- 5.75% and Class B Shares, Class C Shares, Class R Shares and Class Z Shares shall not be subject to any front-end sales charges.

3. Class A Shares shall not be subject to a contingent deferred sales charge ("CDSC"), except in the following limited circumstances. On investments of $1 million or more, a contingent deferred sales charge of 1.00% of the lesser of the then-current net asset value or the original net asset value at the time of purchase applies to redemptions of those investments within the contingency period of 18 months from the calendar month following their purchase. The CDSC is waived in certain circumstances, as described in the Fund's prospectus and statement of additional information ("SAI").

Class B Shares shall be subject to a CDSC with the following CDSC schedule: (a) Class B Shares redeemed within 2 years of their purchase shall be assessed a CDSC of 4% on the lesser of the then-current net asset value or the original net asset value at the time of purchase; (b) Class B Shares redeemed within the third and fourth years of their purchase shall be assessed a CDSC of 3% on the lesser of the then-current net asset value or the original net asset value at the time of purchase; (c) Class B Shares redeemed within 5 years of their purchase shall be assessed a CDSC of 2% on the lesser of the then-current net asset value or the original net asset value at the time of purchase; and (d) Class B Shares redeemed within 6 years of their purchase shall be assessed a CDSC of 1% on the lesser of the then-current net asset value or the original net asset value at the time of purchase. The CDSC is waived in certain circumstances described in the Fund's prospectus and SAI.

Class C Shares redeemed within 12 months of their purchase shall be assessed a CDSC of 1.00% on the lesser of the then-current net asset value or the original net asset value at the time of purchase. The CDSC is waived in certain circumstances as described in the Fund's prospectus and SAI.

Class R Shares and Class Z Shares shall not be subject to any CDSC.

4. The distribution plan adopted by the Investment Company pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended, (the "Rule 12b-1 Plan") associated with the Class A Shares may be used to compensate Franklin/Templeton Distributors, Inc. (the "Distributor") or others for expenses incurred in the promotion and distribution of the Class A Shares. Such expenses include, but are not limited to, the printing of prospectuses and reports used for sales purposes, expenses of preparing and distributing sales literature and related expenses, advertisements, and other distribution-related expenses, any distribution or shareholder servicing fees paid to securities firms or others who provide personal assistance to shareholders in servicing their accounts and have executed a servicing agreement with the Investment Company for the Class A Shares, the Distributor or its affiliates.

The Rule 12b-1 Plan associated with the Class B Shares has two components. The first component is an asset-based sales charge to be retained by the Distributor to compensate Distributor for amounts advanced to securities dealers or their firms or others with respect to the sale of Class B Shares. In addition, such payments may be retained by the Distributor to be used in the promotion and distribution of Class B Shares in a manner similar to that described above for Class A Shares. The second component is a shareholder servicing fee to be paid to securities firms or others who provide personal assistance to shareholders in servicing their accounts and have executed a servicing agreement with the Investment Company for the Class B Shares, the Distributor or its affiliates.

The Rule 12b-1 Plan associated with the Class C has two components. The first component is a shareholder servicing fee, to be paid to securities firms or others who provide personal assistance to shareholders in servicing their accounts and have executed a servicing agreement with the Investment Company for the Class C, the Distributor or its affiliates. The second component is an asset-based sales charge to be retained by the Distributor during the first year after the sale of shares and, in subsequent years, to be paid to dealers or retained by the Distributor to be used in the promotion and distribution of Class C, in a manner similar to that described above for Class A Shares.

The Rule 12b-1 Plan associated with the Class R Shares may be used to compensate the Distributor or others for distribution activities and/or for providing shareholder services. Distribution fees paid under the Rule 12b-1 Plan may be retained by the Distributor to compensate the Distributor for amounts advanced to securities dealers or their firms or others (including retirement plan recordkeepers) with respect to the sale of Class R Shares. In addition, such distribution fee payments may be retained by the Distributor to be used in the promotion and distribution of Class R Shares in a manner similar to that described above for Class A Shares, or may be paid out to dealers or others (including retirement plan recordkeepers) that perform similar distribution activities. Shareholder servicing fees may be paid to the Distributor or to securities firms or others (including retirement plan recordkeepers) who have executed a servicing agreement for Class R Shares with the Investment Company, the Distributor or its affiliates as compensation for providing personal assistance to shareholders or beneficial owners in servicing their accounts.

No Rule 12b-1 Plan has been adopted on behalf of the Class Z Shares and, therefore, the Class Z Shares shall not be subject to deductions relating to Rule 12b-1 fees.

The Rule 12b-1 Plans for the Class A, Class B, Class C and Class R Shares shall operate in accordance with the Conduct Rules of the Financial Industry Regulatory Authority ("FINRA").

5. The only difference in expenses as between Class A, Class B, Class C, Class R and Class Z shall relate to differences in Rule 12b-1 plan expenses, as described in the applicable Rule 12b-1 Plans; however, to the extent that the Rule 12b-1 Plan expenses of one Class are the same as the Rule 12b-1 Plan expenses of another Class, such classes shall be subject to the same expenses.

6. There shall be no conversion features associated with the Class A, Class C, Class R and Class Z. Each Class B Share, however, shall be converted automatically, and without any action or choice on the part of the holder of the Class B Shares, into Class A Shares on the conversion date specified, and in accordance with the terms and conditions approved by the Franklin Mutual Series Funds' Board of Trustees and as described, in the Fund's prospectus relating to the Class B Shares, as such prospectus may be amended from time to time; provided, however, that the Class B Shares shall be converted automatically into Class A Shares to the extent and on the terms permitted by the Investment Company Act of 1940, as amended (the "Act"), and the rules and regulations adopted thereunder.

7. Shares of Class A, Class B, Class C, Class R and Class Z may be exchanged for shares of another investment company within the Franklin Templeton Group of Funds according to the terms and conditions stated in each fund's prospectus, as it may be amended from time to time, to the extent permitted by the Investment Company Act of 1940, as amended (the "1940 Act"), and the rules and regulations adopted thereunder.

8. Each class will vote separately with respect to any Rule 12b-1 Plan related to, or which now or in the future may affect, that class.

9. On an ongoing basis, the Board members of the Fund, pursuant to their fiduciary responsibilities under the 1940 Act and otherwise, will monitor the Fund for the existence of any material conflicts between the interests of the various classes of shares. The Board members, including a majority of the Board members who are not "interested persons" (as defined in the 1940 Act) of the Fund, its investment manager or the Distributor and who have no direct, or indirect financial interest in the operation of the Rule 12b-1 Plan (the "independent Board members"), shall take such action as is reasonably necessary to eliminate any such conflict that may develop. Franklin Mutual Advisers, LLC and Franklin/Templeton Distributors, Inc. shall be responsible for alerting the Board to any material conflicts that arise.

10. All material amendments to this Plan must be approved by a majority of the Board members, including a majority of the independent Board members.

11. I, Steven J. Gray, Secretary of the Franklin Mutual Series Funds, do hereby certify that this Multiple Class Plan was adopted on behalf of the Mutual Beacon Fund, by a majority of the Board members of the Fund, including a majority of the independent Board members, on July 14, 2009.

/s/ STEVEN J. GRAY
Steven J. Gray
Secretary

MULTIPLE CLASS PLAN
ON BEHALF OF
MUTUAL EUROPEAN FUND

This Multiple Class Plan (the "Plan") has been adopted unanimously by the Board members of FRANKLIN MUTUAL SERIES FUNDS (the "Investment Company") for its series, MUTUAL EUROPEAN FUND (the "Fund"). The Board has determined that the Plan, including the expense allocation methods among the classes, is in the best interests of each class of the Fund, the Fund and the Investment Company as a whole. The Plan sets forth the provisions relating to the establishment of multiple classes of shares of the Fund, and supersedes any Plan previously adopted for the Fund.

1. The Fund shall publicly offer four classes of shares, to be known as Class A Shares, Class C Shares, Class R Shares and Class Z Shares. The sale to new investors of a fifth class of shares, known as Class B Shares, has been discontinued. Class B Shares continue to be available only for reinvestment of dividends by existing Class B shareholders of the Fund, or in connection with an exchange into the Fund by existing Class B shareholders of other funds within Franklin Templeton Investments.

2. Class A Shares shall carry a front-end sales charge ranging from 0% - 5.75% and Class B Shares, Class C Shares, Class R Shares and Class Z Shares shall not be subject to any front-end sales charges.

3. Class A Shares shall not be subject to a contingent deferred sales charge ("CDSC"), except in the following limited circumstances. On investments of $1 million or more, a contingent deferred sales charge of 1.00% of the lesser of the then-current net asset value or the original net asset value at the time of purchase applies to redemptions of those investments within the contingency period of 18 months from the calendar month following their purchase. The CDSC is waived in certain circumstances, as described in the Fund's prospectus and statement of additional information ("SAI").

Class B Shares shall be subject to a CDSC with the following CDSC schedule: (a) Class B Shares redeemed within 2 years of their purchase shall be assessed a CDSC of 4% on the lesser of the then-current net asset value or the original net asset value at the time of purchase; (b) Class B Shares redeemed within the third and fourth years of their purchase shall be assessed a CDSC of 3% on the lesser of the then-current net asset value or the original net asset value at the time of purchase; (c) Class B Shares redeemed within 5 years of their purchase shall be assessed a CDSC of 2% on the lesser of the then-current net asset value or the original net asset value at the time of purchase; and (d) Class B Shares redeemed within 6 years of their purchase shall be assessed a CDSC of 1% on the lesser of the then-current net asset value or the original net asset value at the time of purchase. The CDSC is waived in certain circumstances described in the Fund's prospectus and SAI.

Class C Shares redeemed within 12 months of their purchase shall be assessed a CDSC of 1.00% on the lesser of the then-current net asset value or the original net asset value at the time of purchase. The CDSC is waived in certain circumstances as described in the Fund's prospectus and SAI.

Class R Shares and Class Z Shares shall not be subject to any CDSC.

4. The distribution plan adopted by the Investment Company pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended, (the "Rule 12b-1 Plan") associated with the Class A Shares may be used to compensate Franklin/Templeton Distributors, Inc. (the "Distributor") or others for expenses incurred in the promotion and distribution of the Class A Shares. Such expenses include, but are not limited to, the printing of prospectuses and reports used for sales purposes, expenses of preparing and distributing sales literature and related expenses, advertisements, and other distribution-related expenses, any distribution or shareholder servicing fees paid to securities firms or others who provide personal assistance to shareholders in servicing their accounts and have executed a servicing agreement with the Investment Company for the Class A Shares, the Distributor or its affiliates.

The Rule 12b-1 Plan associated with the Class B Shares has two components. The first component is an asset-based sales charge to be retained by the Distributor to compensate Distributor for amounts advanced to securities dealers or their firms or others with respect to the sale of Class B Shares. In addition, such payments may be retained by the Distributor to be used in the promotion and distribution of Class B Shares in a manner similar to that described above for Class A Shares. The second component is a shareholder servicing fee to be paid to securities firms or others who provide personal assistance to shareholders in servicing their accounts and have executed a servicing agreement with the Investment Company for the Class B Shares, the Distributor or its affiliates.

The Rule 12b-1 Plan associated with the Class C has two components. The first component is a shareholder servicing fee, to be paid to securities firms or others who provide personal assistance to shareholders in servicing their accounts and have executed a servicing agreement with the Investment Company for the Class C, the Distributor or its affiliates. The second component is an asset-based sales charge to be retained by the Distributor during the first year after the sale of shares and, in subsequent years, to be paid to dealers or retained by the Distributor to be used in the promotion and distribution of Class C, in a manner similar to that described above for Class A Shares.

The Rule 12b-1 Plan associated with the Class R Shares may be used to compensate the Distributor or others for distribution activities and/or for providing shareholder services. Distribution fees paid under the Rule 12b-1 Plan may be retained by the Distributor to compensate the Distributor for amounts advanced to securities dealers or their firms or others (including retirement plan recordkeepers) with respect to the sale of Class R Shares. In addition, such distribution fee payments may be retained by the Distributor to be used in the promotion and distribution of Class R Shares in a manner similar to that described above for Class A Shares, or may be paid out to dealers or others (including retirement plan recordkeepers) that perform similar distribution activities. Shareholder servicing fees may be paid to the Distributor or to securities firms or others (including retirement plan recordkeepers) who have executed a servicing agreement for Class R Shares with the Investment Company, the Distributor or its affiliates as compensation for providing personal assistance to shareholders or beneficial owners in servicing their accounts.

No Rule 12b-1 Plan has been adopted on behalf of the Class Z Shares and, therefore, the Class Z Shares shall not be subject to deductions relating to Rule 12b-1 fees.

The Rule 12b-1 Plans for the Class A, Class B, Class C and Class R Shares shall operate in accordance with the Conduct Rules of the Financial Industry Regulatory Authority ("FINRA").

5. The only difference in expenses as between Class A, Class B, Class C, Class R and Class Z shall relate to differences in Rule 12b-1 plan expenses, as described in the applicable Rule 12b-1 Plans; however, to the extent that the Rule 12b-1 Plan expenses of one Class are the same as the Rule 12b-1 Plan expenses of another Class, such classes shall be subject to the same expenses.

6. There shall be no conversion features associated with the Class A, Class C, Class R and Class Z. Each Class B Share, however, shall be converted automatically, and without any action or choice on the part of the holder of the Class B Shares, into Class A Shares on the conversion date specified, and in accordance with the terms and conditions approved by the Franklin Mutual Series Funds' Board of Trustees and as described, in the Fund's prospectus relating to the Class B Shares, as such prospectus may be amended from time to time; provided, however, that the Class B Shares shall be converted automatically into Class A Shares to the extent and on the terms permitted by the Investment Company Act of 1940, as amended (the "Act"), and the rules and regulations adopted thereunder.

7. Shares of Class A, Class B, Class C, Class R and Class Z may be exchanged for shares of another investment company within the Franklin Templeton Group of Funds according to the terms and conditions stated in each fund's prospectus, as it may be amended from time to time, to the extent permitted by the Investment Company Act of 1940, as amended (the "1940 Act"), and the rules and regulations adopted thereunder.

8. Each class will vote separately with respect to any Rule 12b-1 Plan related to, or which now or in the future may affect, that class.

9. On an ongoing basis, the Board members of the Fund, pursuant to their fiduciary responsibilities under the 1940 Act and otherwise, will monitor the Fund for the existence of any material conflicts between the interests of the various classes of shares. The Board members, including a majority of the Board members who are not "interested persons" (as defined in the 1940 Act) of the Fund, its investment manager or the Distributor and who have no direct, or indirect financial interest in the operation of the Rule 12b-1 Plan (the "independent Board members"), shall take such action as is reasonably necessary to eliminate any such conflict that may develop. Franklin Mutual Advisers, LLC and Franklin/Templeton Distributors, Inc. shall be responsible for alerting the Board to any material conflicts that arise.

10. All material amendments to this Plan must be approved by a majority of the Board members, including a majority of the independent Board members.

11. I, Steven J. Gray, Secretary of the Franklin Mutual Series Funds, do hereby certify that this Multiple Class Plan was adopted on behalf of the Mutual European Fund, by a majority of the Board members of the Fund, including a majority of the independent Board members, on July 14, 2009.

/s/ STEVEN J. GRAY
Steven J. Gray
Secretary

MULTIPLE CLASS PLAN
ON BEHALF OF
MUTUAL INTERNATIONAL FUND

This Multiple Class Plan (the "Plan") has been adopted unanimously by the Board members of FRANKLIN MUTUAL SERIES FUNDS (the "Investment Company") for its series, MUTUAL INTERNATIONAL FUND (the "Fund"). The Board has determined that the Plan, including the expense allocation methods among the classes, is in the best interests of each class of the Fund, the Fund and the Investment Company as a whole. The Plan sets forth the provisions relating to the establishment of multiple classes of shares of the Fund.

1. The Fund shall publicly offer four classes of shares, to be known as Class A Shares, Class C Shares, Class R Shares and Class Z Shares.

2. Class A Shares shall carry a front-end sales charge ranging from 0 % - 5.75 %, and Class C Shares, Class R Shares and Class Z Shares shall not be subject to any front-end sales charges.

3. Class A Shares shall not be subject to a contingent deferred sales charge ("CDSC"), except in the following limited circumstances. On investments of $1 million or more, a contingent deferred sales charge of 1.00% of the lesser of the then-current net asset value or the original net asset value at the time of purchase applies to redemptions of those investments within the contingency period of 18 months from the calendar month following their purchase. The CDSC is waived in certain circumstances, as described in the Fund's prospectus and statement of additional information ("SAI").

Class C Shares redeemed within 12 months of their purchase shall be assessed a CDSC of 1.00% on the lesser of the then-current net asset value or the original net asset value at the time of purchase. The CDSC is waived in certain circumstances as described in the Fund's prospectus and SAI.

Class R Shares and Class Z Shares shall not be subject to any CDSC.

4. The distribution plan adopted by the Investment Company pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended, (the "Rule 12b-1 Plan") associated with the Class A Shares may be used to compensate Franklin/Templeton Distributors, Inc. (the "Distributor") or others for expenses incurred in the promotion and distribution of the Class A Shares. Such expenses include, but are not limited to, the printing of prospectuses and reports used for sales purposes, expenses of preparing and distributing sales literature and related expenses, advertisements, and other distribution-related expenses, any distribution or shareholder servicing fees paid to securities firms or others who provide personal assistance to shareholders in servicing their accounts and have executed a servicing agreement with the Investment Company for the Class A Shares, the Distributor or its affiliates.

The Rule 12b-1 Plan associated with the Class C has two components. The first component is a shareholder servicing fee, to be paid to securities firms or others who provide personal assistance to shareholders in servicing their accounts and have executed a servicing agreement with the Investment Company for the Class C, the Distributor or its affiliates. The second component is an asset-based sales charge to be retained by the Distributor during the first year after the sale of shares and, in subsequent years, to be paid to dealers or retained by the Distributor to be used in the promotion and distribution of Class C, in a manner similar to that described above for Class A Shares.

The Rule 12b-1 Plan associated with the Class R Shares may be used to compensate the Distributor or others for distribution activities and/or for providing shareholder services. Distribution fees paid under the Rule 12b-1 Plan may be retained by the Distributor to compensate the Distributor for amounts advanced to securities dealers or their firms or others (including retirement plan recordkeepers) with respect to the sale of Class R Shares. In addition, such distribution fee payments may be retained by the Distributor to be used in the promotion and distribution of Class R Shares in a manner similar to that described above for Class A Shares, or may be paid out to dealers or others (including retirement plan recordkeepers) that perform similar distribution activities. Shareholder servicing fees may be paid to the Distributor or to securities firms or others (including retirement plan recordkeepers) who have executed a servicing agreement for Class R Shares with the Investment Company, the Distributor or its affiliates as compensation for providing personal assistance to shareholders or beneficial owners in servicing their accounts.

The Rule 12b-1 Plans for the Class A, Class C and Class R Shares shall operate in accordance with the Conduct Rules of the Financial Industry Regulatory Authority ("FINRA")

No Rule 12b-1 Plan has been adopted on behalf of Class Z Shares and, therefore, Class Z Shares shall not be subject to deductions relating to Rule 12b-1 fees.

5. The only difference in expenses as between Class A, Class C, Class R and Class Z shall relate to differences in Rule 12b-1 plan expenses, as described in the applicable Rule 12b-1 Plans; however, to the extent that the Rule 12b-1 Plan expenses of one Class are the same as the Rule 12b-1 Plan expenses of another Class, such classes shall be subject to the same expenses.

6. Shares of Class A, Class C, Class R and Class Z may be exchanged for shares of another investment company within the Franklin Templeton Group of Funds according to the terms and conditions stated in each fund's prospectus, as it may be amended from time to time, to the extent permitted by the Investment Company Act of 1940, as amended (the "1940 Act"), and the rules and regulations adopted thereunder.

7. Each class will vote separately with respect to any Rule 12b-1 Plan related to, or which now or in the future may affect, that class.

8. On an ongoing basis, the Board members of the Fund, pursuant to their fiduciary responsibilities under the 1940 Act and otherwise, will monitor the Fund for the existence of any material conflicts between the interests of the various classes of shares. The Board members, including a majority of the Board members who are not "interested persons" (as defined in the 1940 Act) of the Fund, its investment manager or the Distributor and who have no direct, or indirect financial interest in the operation of the Rule 12b-1 Plan (the "independent Board members"), shall take such action as is reasonably necessary to eliminate any such conflict that may develop. Franklin Mutual Advisers, LLC and Franklin/Templeton Distributors, Inc. shall be responsible for alerting the Board to any material conflicts that arise.

9. All material amendments to this Plan must be approved by a majority of the Board members, including a majority of the independent Board members.

10. I, Steven J. Gray, Secretary of Franklin Mutual Series Funds, do hereby certify that this Multiple Class Plan was adopted on behalf of the Mutual International Fund, by a majority of the Board members of the Fund, including a majority of the independent Board members, on February 25, 2009.

/s/ STEVEN J. GRAY
Steven J. Gray
Secretary

MULTIPLE CLASS PLAN
ON BEHALF OF
MUTUAL QUEST FUND

This Multiple Class Plan (the "Plan") has been adopted unanimously by the Board members of FRANKLIN MUTUAL SERIES FUNDS (the "Investment Company") for its series, MUTUAL QUEST FUND (the "Fund"). The Board has determined that the Plan, including the expense allocation methods among the classes, is in the best interests of each class of the Fund, the Fund and the Investment Company as a whole. The Plan sets forth the provisions relating to the establishment of multiple classes of shares of the Fund, and supersedes any Plan previously adopted for the Fund.

1. The Fund shall publicly offer four classes of shares, to be known as Class A Shares, Class C Shares, Class R Shares and Class Z Shares. The sale to new investors of a fifth class of shares, known as Class B Shares, has been discontinued. Class B Shares continue to be available only for reinvestment of dividends by existing Class B shareholders of the Fund, or in connection with an exchange into the Fund by existing Class B shareholders of other funds within Franklin Templeton Investments.

2. Class A Shares shall carry a front-end sales charge ranging from 0% - 5.75% and Class B Shares, Class C Shares, Class R Shares and Class Z Shares shall not be subject to any front-end sales charges.

3. Class A Shares shall not be subject to a contingent deferred sales charge ("CDSC"), except in the following limited circumstances. On investments of $1 million or more, a contingent deferred sales charge of 1.00% of the lesser of the then-current net asset value or the original net asset value at the time of purchase applies to redemptions of those investments within the contingency period of 18 months from the calendar month following their purchase. The CDSC is waived in certain circumstances, as described in the Fund's prospectus and statement of additional information ("SAI").

Class B Shares shall be subject to a CDSC with the following CDSC schedule: (a) Class B Shares redeemed within 2 years of their purchase shall be assessed a CDSC of 4% on the lesser of the then-current net asset value or the original net asset value at the time of purchase; (b) Class B Shares redeemed within the third and fourth years of their purchase shall be assessed a CDSC of 3% on the lesser of the then-current net asset value or the original net asset value at the time of purchase; (c) Class B Shares redeemed within 5 years of their purchase shall be assessed a CDSC of 2% on the lesser of the then-current net asset value or the original net asset value at the time of purchase; and (d) Class B Shares redeemed within 6 years of their purchase shall be assessed a CDSC of 1% on the lesser of the then-current net asset value or the original net asset value at the time of purchase. The CDSC is waived in certain circumstances described in the Fund's prospectus and SAI.

Class C Shares redeemed within 12 months of their purchase shall be assessed a CDSC of 1.00% on the lesser of the then-current net asset value or the original net asset value at the time of purchase. The CDSC is waived in certain circumstances as described in the Fund's prospectus and SAI.

Class R Shares and Class Z Shares shall not be subject to any CDSC.

4. The distribution plan adopted by the Investment Company pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended, (the "Rule 12b-1 Plan") associated with the Class A Shares may be used to compensate Franklin/Templeton Distributors, Inc. (the "Distributor") or others for expenses incurred in the promotion and distribution of the Class A Shares. Such expenses include, but are not limited to, the printing of prospectuses and reports used for sales purposes, expenses of preparing and distributing sales literature and related expenses, advertisements, and other distribution-related expenses, any distribution or shareholder servicing fees paid to securities firms or others who provide personal assistance to shareholders in servicing their accounts and have executed a servicing agreement with the Investment Company for the Class A Shares, the Distributor or its affiliates.

The Rule 12b-1 Plan associated with the Class B Shares has two components. The first component is an asset-based sales charge to be retained by the Distributor to compensate Distributor for amounts advanced to securities dealers or their firms or others with respect to the sale of Class B Shares. In addition, such payments may be retained by the Distributor to be used in the promotion and distribution of Class B Shares in a manner similar to that described above for Class A Shares. The second component is a shareholder servicing fee to be paid to securities firms or others who provide personal assistance to shareholders in servicing their accounts and have executed a servicing agreement with the Investment Company for the Class B Shares, the Distributor or its affiliates.

The Rule 12b-1 Plan associated with the Class C has two components. The first component is a shareholder servicing fee, to be paid to securities firms or others who provide personal assistance to shareholders in servicing their accounts and have executed a servicing agreement with the Investment Company for the Class C, the Distributor or its affiliates. The second component is an asset-based sales charge to be retained by the Distributor during the first year after the sale of shares and, in subsequent years, to be paid to dealers or retained by the Distributor to be used in the promotion and distribution of Class C, in a manner similar to that described above for Class A Shares.

The Rule 12b-1 Plan associated with the Class R Shares may be used to compensate the Distributor or others for distribution activities and/or for providing shareholder services. Distribution fees paid under the Rule 12b-1 Plan may be retained by the Distributor to compensate the Distributor for amounts advanced to securities dealers or their firms or others (including retirement plan recordkeepers) with respect to the sale of Class R Shares. In addition, such distribution fee payments may be retained by the Distributor to be used in the promotion and distribution of Class R Shares in a manner similar to that described above for Class A Shares, or may be paid out to dealers or others (including retirement plan recordkeepers) that perform similar distribution activities. Shareholder servicing fees may be paid to the Distributor or to securities firms or others (including retirement plan recordkeepers) who have executed a servicing agreement for Class R Shares with the Investment Company, the Distributor or its affiliates as compensation for providing personal assistance to shareholders or beneficial owners in servicing their accounts.

No Rule 12b-1 Plan has been adopted on behalf of the Class Z Shares and, therefore, the Class Z Shares shall not be subject to deductions relating to Rule 12b-1 fees.

The Rule 12b-1 Plans for the Class A, Class B, Class C and Class R Shares shall operate in accordance with the Conduct Rules of the Financial Industry Regulatory Authority ("FINRA").

5. The only difference in expenses as between Class A, Class B, Class C, Class R and Class Z shall relate to differences in Rule 12b-1 plan expenses, as described in the applicable Rule 12b-1 Plans; however, to the extent that the Rule 12b-1 Plan expenses of one Class are the same as the Rule 12b-1 Plan expenses of another Class, such classes shall be subject to the same expenses.

6. There shall be no conversion features associated with the Class A, Class C, Class R and Class Z. Each Class B Share, however, shall be converted automatically, and without any action or choice on the part of the holder of the Class B Shares, into Class A Shares on the conversion date specified, and in accordance with the terms and conditions approved by the Franklin Mutual Series Funds' Board of Trustees and as described, in the Fund's prospectus relating to the Class B Shares, as such prospectus may be amended from time to time; provided, however, that the Class B Shares shall be converted automatically into Class A Shares to the extent and on the terms permitted by the Investment Company Act of 1940, as amended (the "Act"), and the rules and regulations adopted thereunder.

7. Shares of Class A, Class B, Class C, Class R and Class Z may be exchanged for shares of another investment company within the Franklin Templeton Group of Funds according to the terms and conditions stated in each fund's prospectus, as it may be amended from time to time, to the extent permitted by the Investment Company Act of 1940, as amended (the "1940 Act"), and the rules and regulations adopted thereunder.

8. Each class will vote separately with respect to any Rule 12b-1 Plan related to, or which now or in the future may affect, that class.

9. On an ongoing basis, the Board members of the Fund, pursuant to their fiduciary responsibilities under the 1940 Act and otherwise, will monitor the Fund for the existence of any material conflicts between the interests of the various classes of shares. The Board members, including a majority of the Board members who are not "interested persons" (as defined in the 1940 Act) of the Fund, its investment manager or the Distributor and who have no direct, or indirect financial interest in the operation of the Rule 12b-1 Plan (the "independent Board members"), shall take such action as is reasonably necessary to eliminate any such conflict that may develop. Franklin Mutual Advisers, LLC and Franklin/Templeton Distributors, Inc. shall be responsible for alerting the Board to any material conflicts that arise.

10. All material amendments to this Plan must be approved by a majority of the Board members, including a majority of the independent Board members.

11. I, Steven J. Gray, Secretary of the Franklin Mutual Series Funds, do hereby certify that this Multiple Class Plan was adopted on behalf of the Mutual Quest Fund, by a majority of the Board members of the Fund, including a majority of the independent Board members, on February 25, 2009.

/s/ STEVEN J. GRAY
Steven J. Gray
Secretary

FRANKLIN TEMPLETON INVESTMENTS
CODE OF ETHICS

(PURSUANT TO RULE 17J-1 OF THE INVESTMENT COMPANY ACT OF 1940
AND RULE 204A-1 OF THE INVESTMENT ADVISERS ACT OF 1940)

AND
INSIDER TRADING COMPLIANCE POLICY AND PROCEDURES
REVISED MAY 2009

TABLE OF CONTENTS

CODE OF ETHICS...............................................................2

PART 1 - STATEMENT OF PRINCIPLES.............................................2
PART 2 - PURPOSE OF THE CODE AND CONSEQUENCES OF NON-COMPLIANCE..............3
PART 3 - COMPLIANCE REQUIREMENTS.............................................4
PART 4 - REPORTING REQUIREMENTS FOR CODE OF ETHICS PERSONS (EXCLUDING
         INDEPENDENT DIRECTORS OF THE FUNDS AND OF CERTAIN ADVISORY
         SUBSIDIARIES OF FRI)...............................................12
PART 5 - PRE-CLEARANCE REQUIREMENTS APPLICABLE TO ACCESS PERSONS
         (EXCLUDING INDEPENDENT DIRECTORS OF THE FUNDS AND AND CERTAIN
         INVESTMENT ADVISORY SUBSIDIARIES OF FRI) AND PORTFOLIO PERSONS)....15
PART 6 - REQUIREMENTS FOR INDEPENDENT DIRECTORS OF THE FUNDS AND CERTAIN
         INVESTMENT ADVISORY SUBSIDIARIES OF FRI............................18
PART 7 - PENALTIES FOR VIOLATIONS OF THE CODE...............................19
PART 8 - A REMINDER ABOUT THE FRANKLIN TEMPLETON INVESTMENTS
         INSIDER TRADING POLICY.............................................21

APPENDIX A: COMPLIANCE PROCEDURES AND DEFINITIONS...........................22

I.    RESPONSIBILITIES OF EACH DESIGNATED COMPLIANCE OFFICER................23
II.   DEFINITIONS OF IMPORTANT TERMS........................................27

APPENDIX B: ACKNOWLEDGEMENT FORM AND SCHEDULES..............................29

ACKNOWLEDGEMENT FORM........................................................30
SCHEDULE A: LEGAL AND COMPLIANCE OFFICERS CODE OF ETHICS ADMINISTRATION
            DEPT. CONTACT INFO..............................................31
SCHEDULE B: TRANSACTIONS REPORT.............................................33
SCHEDULE C: INITIAL & ANNUAL DISCLOSURE OF BROKERAGE ACCOUNTS, INVESTMENT
            ADVISORY ACCOUNTS, SECURITIES HOLDINGS AND DISCRETIONARY
            AUTHORITY.......................................................34
SCHEDULE D: NOTIFICATION OF  SECURITIES ACCOUNT.............................36
SCHEDULE E: NOTIFICATION OF DIRECT OR INDIRECT BENEFICIAL INTEREST..........37
SCHEDULE F: CHECKLIST FOR INVESTMENTS IN PARTNERSHIPS AND SECURITIES
            ISSUED IN LIMITED OFFERINGS PRIVATE PLACEMENTS).................38
SCHEDULE G: REQUEST FOR APPROVAL TO SERVE AS A DIRECTOR.....................40

APPENDIX C: INVESTMENT ADVISER AND BROKER-DEALER AND OTHER SUBSIDIARIES
OF FRANKLIN RESOURCES, INC. - APRIL 2009....................................41

INSIDER TRADING COMPLIANCE POLICY AND PROCEDURES............................42

A. LEGAL REQUIREMENT.....................................................42
B. WHO IS AN INSIDER?....................................................42
C. WHAT IS MATERIAL INFORMATION?.........................................42
D. WHAT IS NON-PUBLIC INFORMATION?.......................................43
E. BASIS FOR LIABILITY...................................................43
F. PENALTIES FOR INSIDER TRADING.........................................43
G. INSIDER TRADING PROCEDURES............................................44
H. GENERAL ACCESS CONTROL PROCEDURES.....................................45

CODE OF ETHICS

The Code of Ethics (the "Code") and Policy Statement on Insider Trading (the "Insider Trading Policy"), including any supplemental memoranda is applicable to all officers, directors, employees and certain designated temporary employees (collectively, "Code of Ethics Persons") of Franklin Resources, Inc. ("FRI"), all of its subsidiaries, and the funds in the Franklin Templeton Group of Funds (the "Funds") (collectively, "Franklin Templeton Investments"). The subsidiaries listed in Appendix C of the Code, together with Franklin Resources, Inc. and the Funds, have adopted the Code and Insider Trading Policy.

The Code summarizes the values, principles and business practices that guide Franklin Templeton Investments' business conduct, provides a set of basic principles for Code of Ethics Persons regarding the conduct expected of them and also establishes certain reporting requirements applicable to Supervised and Access Persons (defined below). It is the responsibility of all Code of Ethics Persons to maintain an environment that fosters fairness, respect and integrity. Code of Ethics Persons are expected to seek the advice of a supervisor or the Code of Ethics Administration Department with any questions on the Code and/or the Insider Trading Policy.

In addition to this Code, the policies and procedures prescribed under the CODE OF ETHICS AND BUSINESS CONDUCT adopted by Franklin Resources, Inc. are additional requirements that apply to certain Code of Ethics Persons. The current version of the Fair Disclosure Polices and Procedures and the Chinese Wall Policy also apply to certain Code of Ethics Persons. Executive Officers, Directors and certain other designated employees of FRI will also be subject to additional requirements with respect to the trading of the securities of FRI (i.e. BEN shares).

PART 1 - STATEMENT OF PRINCIPLES

All Code of Ethics Persons are required to conduct themselves in a lawful, honest and ethical manner in their business practices. Franklin Templeton Investments' policy is that the interests of its Funds' shareholders and clients are paramount and come before the interests of any Code Of Ethics Person.

The personal investing activities of Code of Ethics Persons must be conducted in a manner to avoid actual OR potential conflicts of interest with Fund shareholders and other clients of any Franklin Templeton adviser.

Code of Ethics Persons 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 applicable Federal Securities Laws and their fiduciary duties to use such opportunities and information for the benefit of the Funds' shareholders and clients.

Information concerning the identity of security holdings and financial circumstances of Funds and other clients is confidential and all Code of Ethics Persons must vigilantly safeguard this sensitive information.

Lastly, Code of Ethics Persons shall not, 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:

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

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

D. 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.

PART 2 - PURPOSE OF THE CODE AND CONSEQUENCES OF NON-COMPLIANCE

It is important that you read and understand the Code because its purpose is to help all of us comply with the law and to preserve and protect the outstanding reputation of Franklin Templeton Investments.

Any violation of the Code or Insider Trading Policy including engaging in a prohibited transaction or failure to file required reports may result in disciplinary action, up to and including termination of employment and/or referral to appropriate governmental agencies.

All Code of Ethics Persons must report violations of the Code and the Insider Trading Policy whether committed by themselves or by others promptly to their supervisor or the Code of Ethics Administration Department. If you have any questions or concerns about compliance with the Code or Insider Trading Policy you are encouraged to speak with your supervisor or the Code of Ethics Administration Department. In addition, you may call the Compliance and Ethics Hotline at 1-800-636-6592. Calls to Compliance and the Ethics Hotline may be made anonymously. Franklin Templeton Investments will treat the information set forth in a report of any suspected violation of the Code or Insider Trading Policy in a confidential manner and will conduct a prompt and appropriate evaluation and investigation of any matter reported. Code of Ethics Persons are expected to cooperate in investigations of reported violations. To facilitate employee reporting of violations of the Code or Insider Trading Policy, Franklin Templeton Investments will not allow retaliation against anyone who has made a report in good faith.

PART 3 - COMPLIANCE REQUIREMENTS

3.1 WHO IS COVERED BY THE CODE AND HOW DOES IT WORK?

The Statement of Principles contained in the Code and the policies and procedures prescribed under the CODE OF ETHICS AND BUSINESS CONDUCT must be observed by ALL Code of Ethics Persons. All officers, directors, employees and certain designated temporary employees of Franklin Templeton Investments are Code of Ethics Persons. However, depending on which of the categories described below that you are placed, there are different types of restrictions and reporting requirements placed on your personal investing activities. The category in which you will be placed generally depends on your job function, although unique circumstances may result in your placement in a different category. If you have any questions regarding which category you are a member of and the attendant responsibilities, please contact the Code of Ethics Administration Department.

(1) SUPERVISED PERSONS: Supervised persons are an adviser's partners, officers, directors (or other persons occupying a similar status or performing similar functions), and employees, as well as any other person who provides advice on behalf of the adviser and are subject to the supervision and control of the adviser.

(2) ACCESS PERSONS: Access Persons are those persons who: have access to nonpublic information regarding Funds' or clients' securities transactions; or are involved in making securities recommendations to Funds or clients; or have access to recommendations that are nonpublic; or have access to nonpublic information regarding the portfolio holdings of Reportable Funds. Examples of "ACCESS TO NONPUBLIC INFORMATION" include having access to trading systems, portfolio accounting systems, research databases or settlement information. Thus, Access Persons are those people who are in a position to exploit information about Funds' or clients' securities transactions or holdings. Administrative, technical and clerical personnel may be deemed Access Persons if their functions or duties give them access to such nonpublic information.

The following are some of the departments, which would typically (but not exclusively) include Access Persons. Please note however that whether you are an Access Person is based on an analysis of the types of information that you have access to and the determination will be made on a case-by-case basis:

o fund accounting;
o futures associates;
o global compliance;
o portfolio administration;
o private client group/high net worth; and
o anyone else designated by the Director of Global Compliance and/or the Chief Compliance Officer.

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

o an officer or director of the Funds;
o an officer or director of an investment advisor or broker-dealer subsidiary of Franklin Templeton Investments; or
o a person that controls those entities

NOTE: UNDER THIS DEFINITION, AN INDEPENDENT DIRECTOR OF FRI WOULD NOT BE
CONSIDERED AN ACCESS PERSON.

(3) 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 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
o anyone else designated by the Director of Global Compliance and/or the Chief Compliance Officer.

(4) NON-ACCESS PERSONS: If you are an employee or temporary 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 receive nonpublic information about Fund/Client portfolios, you are subject only to the prohibited transaction provisions described in 3.4 of the Code, the Statement of Principles and the Insider Trading Policy and the policies and procedures prescribed under the FRI Code of Ethics and Business Conduct. The independent directors of FRI are Non-Access Persons.

You will be notified about which of the category(ies) you are considered to be a member of at the time you become affiliated with Franklin Templeton Investments and also if you become a member of a different category.

As described further below, the Code prohibits certain types of transactions and requires pre-clearance and reporting of others. Non-Access Persons and Supervised Persons do not have to pre-clear their security transactions, and, in most cases, do not have to report their transactions. Independent Directors of the Funds also need not pre-clear or report on any securities transactions unless they 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. HOWEVER, PERSONAL INVESTING ACTIVITIES OF ALL CODE OF ETHICS PERSONS ARE TO BE CONDUCTED IN COMPLIANCE WITH THE PROHIBITED TRANSACTIONS PROVISIONS CONTAINED IN SECTION 3.4, THE STATEMENT OF PRINCIPLES AND THE INSIDER TRADING COMPLIANCE POLICY AND PROCEDURES.

3.2 WHAT ACCOUNTS AND TRANSACTIONS ARE COVERED?

The Code covers:

1. SECURITIES ACCOUNTS/TRANSACTIONS IN WHICH YOU HAVE DIRECT OR INDIRECT BENEFICIAL OWNERSHIP.

You are considered to have "beneficial ownership" of a security if you, directly or indirectly, through any contract, arrangement, relationship or otherwise, have or share a direct or indirect economic interest in a security. There is a presumption that you have an economic interest in securities held or acquired by a member of your immediate family sharing the same household. Thus, a transaction by or for the account of your spouse, or other immediate family member living in your home would be treated as though the transaction were your own.

2. TRANSACTIONS FOR AN ACCOUNT IN WHICH YOU HAVE AN ECONOMIC INTEREST (OTHER THAN THE ACCOUNT OF AN UNRELATED CLIENT FOR WHICH ADVISORY FEES ARE RECEIVED) AND HAVE OR SHARE INVESTMENT CONTROL

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 would generally be treated as though they were your own.

3. SECURITIES IN WHICH YOU DO NOT HAVE AN ECONOMIC INTEREST (THAT ARE HELD BY A PARTNERSHIP, CORPORATION, TRUST OR SIMILAR ENTITY HOWEVER, YOU EITHER HAVE CONTROL OF SUCH ENTITY, OR HAVE OR SHARE CONTROL OVER ITS INVESTMENTS.

For example, if you were the trustee of a trust or foundation but you did not have an economic interest in the entity (i.e., you are not the trustor (settlor) or beneficiary) the securities transactions would be treated as though they were your own if you had voting or investment control of the trust's assets or you had or shared control over its investments.

ACCORDINGLY, EACH TIME THE WORDS "YOU" OR "YOUR" ARE USED IN THIS DOCUMENT, THEY APPLY NOT ONLY TO YOUR PERSONAL TRANSACTIONS AND ACCOUNTS, BUT TO ALL THE TYPES OF ACCOUNTS AND TRANSACTIONS DESCRIBED ABOVE. If you have any questions as to whether a particular account or transaction is covered by the Code, please contact the Code of Ethics Administration Department 650-312-3693 (ext. 23693) for guidance.

3.3 WHAT SECURITIES ARE EXEMPT FROM THE CODE OF ETHICS?

You do not need to pre-clear OR report transactions in the following types of securities:

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

(2) money market instruments - banker's acceptances, bank certificates of deposits, commercial paper, repurchase agreements and other high quality short-term debt instruments;

(3) shares of money market funds;

(4) shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are Reportable Funds; and

(5) shares issued by U.S. registered open-end fund (I.E. mutual funds) other than Reportable Funds".

Transactions in the types of securities listed above are also exempt from:
(i) the prohibited transaction provisions contained in Section 3.4; (ii) the additional requirements applicable to Portfolio Persons and (iii) the applicable reporting requirements contained in Part 4.

3.4 PROHIBITED TRANSACTIONS AND TRANSACTIONS REQUIRING PRE-APPROVAL FOR CODE OF ETHICS PERSONS

A. INTENT" IS IMPORTANT

The transactions described below comprise a non-exclusive listing of those transactions that have been determined by the courts and the SEC to be prohibited by law. These types of transactions are a violation of the Statement of Principles and are prohibited. It should be noted that pre-clearance, which is a cornerstone of our compliance efforts, cannot detect inappropriate or illegal transactions, which are by their definition dependent upon intent. Therefore, personnel of the Code of Ethics Administration Department can assist you with compliance with the Code, however, they CANNOT guarantee any particular transaction complies with the Code or any applicable law. The fact that your proposed transaction receives pre-clearance may not provide a full and complete defense to an accusation of a violation of the Code or of any laws. For example, if you executed a transaction for which you received pre-clearance, or if the transaction was exempt from pre-clearance (e.g., a transaction for 500 shares or less), that would not preclude a subsequent finding that front-running or scalping occurred because such activity is dependent upon your intent. In other words, your intent may not be able to be detected or determined when a particular transaction request is analyzed for pre-clearance, but can only be determined after a review of all the facts.

In the final analysis, adherence to the principles of the Code remains the responsibility of EACH person effecting personal securities transactions.

B. CODE OF ETHICS PERSONS - PROHIBITIONS AND REQUIREMENTS

1. FRONT RUNNING: TRADING AHEAD OF A FUND OR CLIENT

You shall not 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. Front running is prohibited whether or not you realize a profit from such a transaction. Thus, you may not:

(a) 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

(b) 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.

2. SCALPING

You shall not 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 a transaction.

3. TRADING PARALLEL TO A FUND OR CLIENT

You shall not either 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.

4. TRADING AGAINST A FUND OR CLIENT

You shall not:

(a) buy a security if you know that a Fund or client is selling the same or a related security; or has sold the security or

(b) sell a security if you know that a Fund or client is buying the same or a related security, or has bought the security.

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

5. CERTAIN TRANSACTIONS IN SECURITIES OF FRANKLIN RESOURCES, INC., AND AFFILIATED CLOSED-END FUNDS

You shall not effect a short sale of the securities, including "short sales against the box" of Franklin Resources, Inc., or any of the Franklin Templeton Investments' closed-end funds, or any other security issued by Franklin Templeton Investments. 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 are covered by
Section 16 of the Securities Exchange Act of 1934, are reminded that their obligations under Section 16 are in addition to their obligations under this Code and other additional requirements with respect to pre-clearance and Rule 144 affiliate policies and procedures.

6. SHORT TERM TRADING OR "MARKET TIMING" IN THE FUNDS.

Franklin Templeton Investments seeks to discourage short-term or excessive trading, often referred to as "market timing." Code of Ethics Persons must be familiar with the "Market Timing Trading Policy" described in the prospectus of each Fund in which they invest and must not engage in trading activity that might violate the purpose or intent of that policy. Accordingly, all directors, officers and employees of Franklin Templeton Investments must comply with the purpose and intent of each fund's Market Timing Trading Policy and must not engage in any short-term or excessive trading in Funds. The Trade Control Team of each Fund's transfer agent will monitor trading activity by directors, officers and employees and will report to the Code of Ethics Administration Department, trading patterns or behaviors that may constitute short-term or excessive trading. Given the importance of this issue, if the Code of Ethics Administration Department determines that you engaged in this type of activity, you will be subject to discipline, up to and including termination of employment and a permanent suspension of your ability to purchase shares of any Funds. This policy applies to Franklin Templeton funds including those Funds purchased through a 401(k) plan and to funds that are sub-advised by an investment adviser subsidiary of Franklin Resources, Inc., but does not apply to purchases and sales of Franklin Templeton money fund shares.

7. SERVICE AS A DIRECTOR

Code of Ethics Persons (excluding Independent Directors of FRI) 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 the CEO of Franklin Resources, Inc. and it is determined that your service is consistent with the interests of the Funds and clients of Franklin Templeton Investments. You must notify the Code of Ethics Administration Department, of your interest in serving as a director, including your reasons for electing to take on the directorship by completing Schedule G. The Code of Ethics Administration Department will process the request through the Franklin Resources, Inc. CEO. If approved by the CEO of Franklin Resources, Inc. procedures applicable to serving as an outside director will be furnished to you by the Code of Ethics Administration Department. FRI Independent Directors are subject to the FRI Corporate Governance Guidelines with respect to services on another company's board.

C. ACCESS PERSONS (EXCLUDING INDEPENDENT DIRECTORS OF THE FUNDS) AND
PORTFOLIO PERSONS - ADDITIONAL PROHIBITIONS AND REQUIREMENTS.

1. SECURITIES SOLD IN A PUBLIC OFFERING

Access Persons shall not buy securities in any initial public offering, or a secondary offering by an issuer except for offerings of securities made by closed-end funds that are either advised or sub-advised by a Franklin Templeton Investments adviser. Although exceptions are rarely granted, they will be considered on a case-by-case basis and only in accordance with procedures contained in section I.B. of Appendix A.

2. INTERESTS IN PARTNERSHIPS AND SECURITIES ISSUED IN LIMITED OFFERING
(PRIVATE PLACEMENTS)

Access Persons shall not invest in limited partnerships (including interests in limited liability companies and business trusts) or other securities in a Limited Offering (private placement) without pre-approval from the Code of Ethics Administration Department. In order to seek consideration for pre-approval you must:

(a) complete the Limited Offering (Private Placement) Checklist (Schedule F)

(b) provide supporting documentation (e.g., a copy of the offering memorandum); and

(c) obtain approval of the appropriate Chief Investment Officer; and

(d) submit all documents to the Code of Ethics Administration Department.

Approvals for such investments will be determined by the Director of Global Compliance or the Chief Compliance Officer.

Pre-approval is not required for investments in FTI sponsored products but reporting on Schedule B, including the offering memorandum (or equivalent documents) is still required.

D. PORTFOLIO PERSONS - ADDITIONAL PROHIBITIONS AND REQUIREMENTS

1. SHORT SALES OF SECURITIES

Portfolio Persons shall not sell short ANY security held by Associated Clients, including "short sales against the box." This prohibition also applies 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.

2. SHORT SWING TRADING

Portfolio Persons shall not profit from the purchase and sale or sale and purchase within sixty (60) calendar days of any security in all his/her personal accounts taken in aggregate, 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./1

This restriction does NOT apply to:

(a) trading within a sixty (60) calendar day period if you do not realize a profit and if you do not violate any other provisions of this Code;

(b) realizing profits from transactions occurring within a sixty (60) calendar day period pursuant to the exercise and/or purchase of shares in a program sponsored by a company employing you or your spouse when no other provision of the code are violated; and

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

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

o 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;

o shares of any registered open-end investment companies including Exchange Traded Funds (ETF), Holding Company Depository Receipts (Hldrs) and shares of Franklin Templeton Funds subject to the short term trading (market timing) policies described in each Fund's prospectus;

o shares of Franklin Resources, Inc.; and

o call or put options on a financial index ("index option").

Calculation of profits on any short-swing transaction will be maximum gain realzied based on the purchases and sales (or sales and purchases) occurring during the 60 day period. For example:

o 6/1/XX buy 1000 shares of Company ABC @ $10.00/share
o 6/1/XX buy 500 shares of Company ABC @ $15.00/share
o 6/1/XX buy 500 shares of Company ABC @ $14.00/share

The short swing profit would be calculated as follows:

o 7/15/XX sale of 500 shares of Company ABC @ $14.00/share = $7000
o 6/1/XX buy 500 shares of Company ABC @ $10.00/share = $5000 Short-swing profit: $2000

3. DISCLOSURE OF INTEREST IN A SECURITY AND METHOD OF DISCLOSURE

As a Portfolio Person, you must promptly disclose your direct or indirect beneficial interest in the securityof an issue,

(a) if you are involved, either directly or as part of a larger research group, in analysis of the issuer;

(b) if you participate in the decision to include the company on "buy" or "sell" lists or model portfolios; or

(c) before you place an initial order for an account you manage.

In such instances, you must initially disclose that beneficial interest to your Chief Investment Officer and/or Director or Research, with a copy to Code of Ethics Administration, using Schedule E (or on a form containing substantially similar information) that has been signed by your Chief Investment Officer and/or Director or Research.

Additionally, you must re-disclose to your your Chief Investment Officer/Director or Research, if you participate in decisions to change the recommendation of the security (e.g. Recommending to increase or decrease portfolio weighting).

PART 4 - REPORTING REQUIREMENTS FOR CODE OF ETHICS PERSONS (EXCLUDING

INDEPENDENT DIRECTORS OF THE FUNDS AND OF CERTAIN ADVISORY SUBSIDIARIES OF FRI)

Reference to Access Persons in this Part 4 do not apply to the Independent Directors of the Funds and of FRI. Reporting requirements applicable to Independent Directors of the Funds are separately described in Part 6.

4.1 REPORTING OF BENEFICIAL OWNERSHIP AND SECURITIES TRANSACTIONS

Compliance with the following personal securities transaction reporting procedures is essential to meeting our responsibilities with respect to the Funds and other clients as well as complying with regulatory requirements. You are expected to comply with both the letter and spirit of these requirements by completing and filing all reports required under the Code in a timely manner. If you have any questions about which reporting requirements apply to you, please contact the Code of Ethics Administration Department.

4.2 INITIAL REPORTS

A. ACKNOWLEDGEMENT FORM (SUPERVISED PERSONS, ACCESS PERSONS AND
PORTFOLIO PERSONS)

All Supervised Persons, Access Persons and Portfolio Persons must complete and return an executed Acknowledgement Form to the Code of Ethics Administration Department no later than ten (10) calendar days after the date the person is notified by a member of the Human Resources Department.

B. SCHEDULE C - INITIAL & ANNUAL DISCLOSURE OF BROKERAGE ACCOUNTS,
SECURITIES HOLDINGS AND DISCRETIONARY AUTHORITY (ACCESS PERSONS AND
PORTFOLIO PERSONS)

In addition, all Access Persons and Portfolio Persons must also file Schedule C (Initial & Annual Disclosure of Brokerage Accounts, Securities Holdings and Discretionary Authority) by returning the completed form to Human Resources no later than ten (10) calendar days after becoming an Access or Portfolio Person. The submitted information must be current as of a date not more than forty-five
(45) days prior to becoming an Access or Portfolio Person.

4.3 QUARTERLY TRANSACTION REPORTS

A. ACCESS PERSONS AND PORTFOLIO PERSONS

You must report ALL securities transactions except for those (1) effected pursuant to an Automatic Investment Plan (however, any transaction that overrides the preset schedule or allocations of the automatic investment plan must be included in a quarterly transaction report.); or (2) that would duplicate information contained in broker confirmations or statements.

You must provide the Code of Ethics Administration Department no later than thirty (30) calendar days after the end of each calendar quarter, with either;
(i) copies of all broker's confirmations and statements (which may be sent under separate cover by the broker) showing all your securities transactions and holdings in such securities, or (ii) a completed Schedule B (Transactions Report). Please use Schedule B only when your securities transactions do not generate a statement or do not take place in a brokerage account. Brokerage statements and confirmations submitted 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. Please remember that you must report all securities acquired by gift, inheritance, vesting,/2 stock splits, merger or reorganization of the issuer of the security.

Failure to timely report transactions is a violation of Rule 17j-1, Rule 204A-1, as well as the Code, and will be reported to the Director of Global Compliance and/or the Fund's Board of Directors and may also result in disciplinary action, up to and including, termination.

4.4 ANNUAL REPORTS

A. SECURITIES ACCOUNTS AND SECURITIES HOLDINGS REPORTS (ACCESS PERSONS
AND PORTFOLIO PERSONS)

You must file a report of all personal securities accounts and securities holdings on Schedule C (Initial and Annual Disclosure of Brokerage Accounts, Investment Advisory Accounts, Securities Holdings and Discretionary Authority), with the Code of Ethics Administration Department, annually by February 1st. 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 your immediate family residing in the same household. You must provide information on any account that is covered under Section 3.2 of the Code.

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. Your securities holding information must be current as of a date no more than forty-five (45) days before the report is submitted. You may attach copies of year-end brokerage statements to Schedule C in lieu of listing each of your security positions on the Schedule.

B. ACKNOWLEDGEMENT FORM (SUPERVISED PERSONS, ACCESS PERSONS AND PORTFOLIO PERSONS)

Supervised Persons, Access Persons and Portfolio Persons, will be asked to certify by February 1st annually that they have complied with and will comply with the CODE and Insider Trading Policy by filing the Acknowledgment Form with the Code of Ethics Administration Department.

4.5 BROKERAGE ACCOUNTS, INVESTMENT ADVISORY ACCOUNTS AND CONFIRMATIONS OF SECURITIES TRANSACTIONS (ACCESS PERSONS AND PORTFOLIO PERSONS)

Before or at a time contemporaneous with opening a brokerage account or investment advisory 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, investment adviser or bank, you must:

(a) notify the Code of Ethics Administration Department, in writing, by completing Schedule D (Notification of Securities Account) or by providing substantially similar information; and

(b) notify the institution with which you open the account, in writing, of your association with Franklin Templeton Investments.

The Code of Ethics Administration Department will request, in writing, that the institution send duplicate copies of confirmations and statements for all transactions effected in the account simultaneously with their mailing of such confirmation and statement to you.

If you have an existing account on the effective date of this Code or upon becoming an Access or Portfolio Person, you must comply within ten (10) days with conditions (a) and (b) above.

PART 5 - PRE-CLEARANCE REQUIREMENTS (APPLICABLE TO ACCESS PERSONS (EXCLUDING

INDEPENDENT DIRECTORS OF THE FUNDS AND CERTAIN INVESTMENT ADVISORY SUBSIDIARIES OF FRI) AND PORTFOLIO PERSONS

References to Access Persons in this Part 5 do not apply to the Independent Directors of the Funds and Certain Investment Advisory Subsidiaries of FRI. Pre-clearance requirements applicable to Independent Directors of the Funds are separately described in Part 6.

PRIOR APPROVAL (PRE-CLEARANCE) OF SECURITIES TRANSACTIONS

A. LENGTH OF APPROVAL

You shall not buy or sell any security without first contacting a member of the Code of Ethics Administration Department either electronically or by phone and obtaining his or her approval, unless your proposed transaction is covered by paragraph B below. Approval for a proposed transaction will remain valid until the close of the business day following the day pre-clearance is granted but may be extended in special circumstances, shortened or rescinded, as explained in the section entitled Pre-clearance Standards in Appendix A.

B. SECURITIES NOT REQUIRING PRE-CLEARANCE

You do not need to request pre-clearance for the types of securities or transactions listed below. 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 3.4(D), (iii) the applicable reporting requirements contained in Part 4; and (iv) insider trading prohibitions described in the Insider Trading Policy.

If you have any questions, contact the Code of Ethics Administration Department 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 the Code of Ethics Administration Department before engaging in the transaction.

You need NOT pre-clear the following types of transactions or securities:

1) FRANKLIN RESOURCES, INC., AND CLOSED-END FUNDS OF FRANKlIN TEMPLETON GROUP OF FUNDS. Purchases and sales of securities of Franklin Resources, Inc. and closed-end funds of Franklin Templeton Group of Funds, as these securities cannot be purchased on behalf of our advisory clients./3

2) SHARES OF OPEN-END INVESTMENT COMPANIES (INCLUDING REPORTABLE FUNDS),

3) SMALL QUANTITIES (NOT APPLICABLE TO OPTION TRANSACTIONS (EXCEPT INDEX OPTIONS) OR CORPORATE BONDS).

o Transactions of 500 shares or less of any security regardless of where it is traded in any 30-day period including Exchange Traded Funds (ETFs) (including SPDRS), Holding Company Depository Receipts (Holdrs) and index options (5 contracts); or
o Transactions in municipal bonds with a face value of $100,000 or less in any 30-day period.
o Option Transactions and Corporate Bond Transactions: The small quantities rule is not applicable to transactions in options (except index options) and corporate bonds. All option and corporate bond transactions must be pre-cleared except for employer stock options as noted in employer stock option programs below.

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

"SECURITY", WOULD INCLUDE SECURITIES OF THE ISSUER THAT ARE ECONOMICALLY EQUIVALENT TO YOUR PROPOSED TRANSACTION. FOR EXAMPLE, YOU MAY NOT PURCHASEE CONVERTIBLE PREFERRED STOCK OR CALL OPTIONS OF COMPANY ABC IF YOU LEARN THAT THE FUNDS OR CLIENTS ARE ACTIVE IN THE COMMON STOCK OF COMPANY ABC.

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

5) 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.

6) PAYROLL DEDUCTION PLANS. Securities purchased by an Access Person's spouse pursuant to a payroll deduction program.

7) EMPLOYER STOCK OPTION PROGRAMS. Transactions involving the exercise and/or purchase/sale by an Access Person or an Access Person's spouse of securities pursuant to a program sponsored by a company employing the Access Person or Access Person's spouse.

8) 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.

9) 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 pre-cleared.

10) SECURITIES PROHIBITED FOR PURCHASE BY THE FUNDS AND OTHER CLIENTS.

Transactions in any securities that are prohibited investments for all Funds and clients advised by the entity employing the Access Person.

11) VARIABLE RATE DEMAND OBLIGATION/NOTE TRANACTIONS.

12) 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).

13) 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).

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, exercises sole investment discretion, if the following conditions are met:/4

(1) The terms of each account relationship ("Agreement") must be in writing and filed with the Code of Ethics Administration Department prior to any transactions.

(2) Any amendment to each Agreement must be filed with the Code of Ethics Administration Department prior to its effective date.

(3) The Access Person certifies to the Code of Ethics Administration Department at the time such account relationship commences, and annually thereafter, as contained in Schedule C of the Code that such Access 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 that are not reported to the Code of Ethics Administration Department by a duplicate confirmation, such transaction must be reported to the Code of Ethics Administration Department on Schedule B (Transactions Report) no later than thirty (30) days after the end of the calendar quarter after you are notified of the acquisition./5

However, if prior to making ANY request you advised the discretionary account manager to enter into or refrain from a specific transaction or class of transactions, you must first consult with the Code of Ethics Administration Department and obtain approval prior to making such request.

PART 6 - REQUIREMENTS FOR INDEPENDENT DIRECTORS OF THE FUNDS AND CERTAIN

INVESTMENT ADVISORY SUBSIDIARIES OF FRI.

6.1 PRE-CLEARANCE REQUIREMENTS

Independent Directors of the Funds and certain investment advisory subsidiaries of FRI shall pre-clear or report on any securities transactions if they 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 the Fund. Such pre-clearance and reporting requirements shall not apply to securities transactions conducted in an account where an Independent Director has granted full investment discretion to a brokerage firm, bank or investment adviser or conducted in a trust account in which the trustee has full investment discretion.

6.2 REPORTING REQUIREMENTS

A. INITIAL REPORTS

1. ACKNOWLEDGEMENT FORM

Independent Directors of the Funds and certain investment advisory subsidiaries of FRI must complete and return an executed Acknowledgement Form to the Code of Ethics Administration Department no later than ten (10) calendar days after the date the person becomes an Independent Director of the Fund.

2. DISCLOSURE OF SECURITIES HOLDINGS, BROKERAGE ACCOUNTS AND DISCRETIONARY AUTHORITY

Independent Directors of the Funds and certain investment advisory subsidiaries of FRI are not required to disclose any securities holdings, brokerage accounts, including brokerage accounts where he/she has granted discretionary authority to a brokerage firm, bank or investment adviser.

B. QUARTERLY TRANSACTION REPORTS

Independent Directors of the Funds and certain investment advisory subsidiaries of FRI are not required to file any quarterly transaction reports unless he/she 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.

C. ANNUAL REPORTS

Independent Directors of the Funds and certain investment advisory subsidiaries of FRI will be asked to certify by February 1st annually that they have complied with and will comply with the Code and Insider Trading Policy by filing the Acknowledgment Form with the Code of Ethics Administration Department.

PART 7 - PENALTIES FOR VIOLATIONS OF THE CODE

The Code is designed to assure compliance with applicable laws and to maintain shareholder confidence in Franklin Templeton Investments.

In adopting this Code, it is the intention of the Boards of Directors/Trustees of the subsidiaries listed in Appendix C of this Code, together with Franklin Resources, Inc., and the Funds, to attempt to achieve 100% compliance with all requirements of the Code - but recognize that this may not be possible. Certain incidental failures to comply with the Code are not necessarily a violation of the law or the Code. Such violations of the Code not resulting in a violation of law or the Code will be referred to the Director of Global Compliance and/or the Chief Compliance Officer and/or the relevant 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, Inc. for the benefit of the affected Funds or other clients. If Franklin Resources, Inc. cannot determine which Funds or clients were affected the proceeds will be donated to a charity chosen either by you or by Franklin Resources, Inc. Please refer to the following page for guidance on the types of sanctions that would likely be imposed for violations of the Code.

Failure to disgorge profits when requested or even a pattern of violations that individually do not violate the law or the Code, but which taken together demonstrate a lack of respect for the Code, may result in more significant disciplinary action, up to and including termination of employment. A violation of the Code resulting in a violation of the law will be severely sanctioned, with disciplinary action potentially including, but not limited to, referral of the matter to the board of directors of the affected Fund, senior management of the appropriate investment adviser, principal underwriter or other Franklin subsidiary and/or the board of directors of Franklin Resources, Inc., termination of employment and referral of the matter to the appropriate regulatory agency for civil and/or criminal investigation.

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               VIOLATION                        SANCTION IMPOSED
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o  Failure to pre-clear but otherwise           Reminder Memo
   would have been approved (i.e., no
   conflict with the fund's transactions).
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o  Failure to pre-clear but otherwise           30 Day Personal Securities
   would have been approved (i.e., no           Trading Suspension
   conflict with the fund's transactions)
   twice within twelve (12) calendar
   months

o  Failure to pre-clear and the transaction
   would not have been approved
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o  Failure to pre-clear and the transaction     Immediate sale, 30 Day Personal
   would not have been approved twice           Securities Trading Suspension
   within twenty-four (24) calendar month)      and Disgorgement of Profits
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o  Trading on a denied request                  Immediate sale, Disgorgement
                                                of Profits, length of suspen-
                                                ion and any additional
                                                penalties will be imposed
                                                based on the review of all
                                                facts and circumstances
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o  Profiting from short-swing trades            Immediate Disgorgement of
   (profiting on purchase & sale or sale &      Profits
   purchase within sixty (60) days)
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o Failure to return initial or annual           Sanction may include but not
  disclosure forms                              limited to a reminder memo,
o Failure to timely report transactions         suspension of personal trading,
                                                monetary sanctions, reporting
                                                to the Board of Directors,
                                                placed on unpaid administrative
                                                leave or termination of
                                                employment
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o  Violation of Insider Trading Compliance      Subject to review by the
   Policy Procedures                            appropriate supervisor in
                                                consultation with the Franklin
                                                Resources Inc., General Counsel
                                                for consideration of
                                                appropriate disciplinary action
                                                up to and including termination
                                                of employment and reporting to
                                                the appropriate regulatory
                                                agency.
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PART 8 - A REMINDER ABOUT THE FRANKLIN TEMPLETON INVESTMENTS INSIDER TRADING
POLICY

The Insider Trading Policy (see the attached Insider Trading Compliance Policy and Procedures) deals with the problem of insider trading in securities that could result in harm to a Fund, a client, or members of the public. It applies to all Code of Ethics Persons. The guidelines and requirements described in the Insider Trading Policy go hand-in-hand with the Code. If you have any questions or concerns about compliance with the Code and the Insider Trading Policy you are encouraged to speak with the Code of Ethics Administration Department.

APPENDIX A: COMPLIANCE PROCEDURES AND DEFINITIONS

This appendix sets forth the responsibilities and obligations of the Compliance Officers of each entity that has adopted the Code, the Code of Ethics Administration Department, and the Legal Department, under the Code and Insider Trading Policy.

I. RESPONSIBILITIES OF EACH DESIGNATED COMPLIANCE OFFICER

A. PRE-CLEARANCE STANDARDS

1. GENERAL PRINCIPLES

The Director of Global Compliance, the Chief Compliance Officer and/or the Code of Ethics Administration Department, shall permit an Access Person to go forward with a proposed security/9 transaction only if he or she determines that, considering all of the facts and circumstances known to them, the transaction does not violate Federal Securities Laws, or this Code and there is no likelihood of harm to a Fund or client.

2. ASSOCIATED CLIENTS

Unless there are special circumstances that make it appropriate to disapprove a personal securities transaction request, the Code of Ethics Administration Department 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 securities holdings and/or trading information would be available to the Access Person during the course of his or her regular functions or duties. As of November 2004, there are five 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"); (iii) the Templeton Group of Funds and the clients advised by the various Templeton investment advisers ("Templeton Clients"); (iv) the Bissett Group of Funds and the clients advised by Franklin Templeton Investments Corp. ("Bisset Clients"); and (v) the Fiduciary Group of funds and the clients advised by the various Fiduciary investment advisers ("Fiduciary Clients"). Other Associated Clients will be added to this list as they are established. Thus, for example, persons who have access to the trading information of Mutual Clients generally will be pre-cleared 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, Templeton Clients, Bissett Clients, or Fiduciary Clients, generally will be pre-cleared solely against the securities transactions of Franklin Clients, Templeton Clients, Bissett Clients or Fiduciary Clients respectively.

Certain officers of Franklin Templeton Investments, as well as certain employees in the Legal, Global 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 pre-cleared against executed transactions, open orders and recommendations of all Associated Clients.

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 or if the order is immediately withdrawn.

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) LIMITED OFFERING (PRIVATE PLACEMENT)

In considering requests by Access Persons for approval of limited partnerships and other limited offering, the Director of Global Compliance or Chief Compliance 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 Access Person by virtue of his or her position with Franklin Templeton Investments. If the Access 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. Please see Schedule F.

(d) DURATION OF CLEARANCE

If the Code of Ethics Administration Department 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 of Global Compliance and/or the Chief Compliance Officer may, in his or her discretion, extend the clearance period up to seven (7) 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./10 The Director of Global Compliance or the Chief Compliance Officer may, in his or her discretion, after consultation with an executive officer of Franklin Resources, Inc., renew the approval for a particular transaction for up to an additional seven (7) calendar days upon a showing of special circumstances by the Access Person. The Director of Global Compliance or the Chief Compliance Officer 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 OF GLOBAL COMPLIANCE AND/OR THE CHIEF COMPLIANCE OFFICER

The Director of Global Compliance and/or the Chief Compliance Officer may, in his or her discretion, 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 of Global Compliance or the Chief Compliance Officer, shall promptly send a copy to the General Counsel of Franklin Resources, Inc.

C. CONTINUING RESPONSIBILITIES OF THE CODE OF ETHICS ADMINISTRATION DEPARTMENT

PRE-CLEARANCE RECORDKEEPING

The Code of Ethics Administration Department shall keep 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. The Code of Ethics Administration Department 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.

INITIAL, ANNUAL HOLDINGS REPORTS AND QUARTERLY TRANSACTION REPORTS

The Code of Ethics Administration Department shall also collect the signed Acknowledgment Forms from Supervised and Access Persons as well as reports, on Schedules B, C, D, E, F, G of the Code, as applicable. In addition, the Code of Ethics Administration Department shall keep records of all confirmations, and other information with respect to an account opened and maintained with the broker-dealer by any Access Person of Franklin Templeton Investments. The Code of Ethics Administration Department shall preserve those acknowledgments and reports, the records of consultations and waivers, and the confirmations, and other information for the period required by the applicable regulation.

The Code of Ethics Administration Department shall review brokerage transaction confirmations, account statements, Schedules B, C, D, E, F and G 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 pre-clearance requests or, if a private placement, the Private Placement Checklist;

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

(3) Conducting periodic "back-testing" of Access Person transactions, Schedule Cs and/or Schedule Es in comparison to fund and client transactions.

The Code of Ethics Administration Department shall evidence review by initialing and dating the appropriate document or log. Violations of the Code detected by the Code of Ethics Administration Department during his or her reviews shall be promptly brought to the attention of the Director of Global Compliance and/or the Chief Compliance Officer with periodic reports to each appropriate Chief Compliance Officer.

D. PERIODIC RESPONSIBILITIES OF THE CODE OF ETHICS ADMINISTRATION
DEPARTMENT

The Code of Ethics Administration Department or designated group shall consult with FRI's General Counsel and seek the assistance of 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. All Code of Ethics Persons are adequately informed and receive appropriate education and training as to their duties and obligations under the Code.

3. All new Supervised and Access Persons of Franklin Templeton Investments are required to complete the Code of Ethics Computer Based Training program. Onsite training will be conducted on an "as needed" basis.

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

5. Written compliance reports are submitted to the Board of Directors of each relevant Fund at least quarterly. Additionally, 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 Global 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 Supervised and Access Persons from violating the Code, and

7. Appropriate records are kept for the periods required by law. Types of records include pre-clearance requests and approvals, brokerage confirmations, brokerage statements, initial and annual Code of Ethics certifications.

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 Code of Ethics Persons from engaging in any conduct prohibited by Rule 17j-1 or Rule 204A-1. The Code of Ethics Administration Department maintains a detailed list of violations and will amend the Code of Ethics and procedures in an attempt to reduce such violations.

(2) NEW FUNDS

At the time a new fund is organized, the Code Of Ethics Administration 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 Code of Ethics Persons from violating the Code. Such certification will state that the Code contains provisions reasonably necessary to prevent Code of Ethics Persons from violating the Code.

(3) MATERIAL CHANGES TO THE CODE OF ETHICS

The Global 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. 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.

ACCESS PERSON - (1) Each director, trustee, general partner or officer of a Fund or investment adviser in Franklin Templeton Investments; (2) any Advisory Representative; and (3) any director, trustee, general partner or officer of a principal underwriter of the Funds, who has access to information concerning recommendations made to a Fund or client with regard to the purchase or sale of a security.

ADVISERS ACT - The Investment Advisers Act of 1940, as amended.

ADVISORY REPRESENTATIVE - Any director, trustee, general partner, officer or employee of a Fund or investment adviser of Franklin Templeton Investments (or of any company in a control relationship to such Fund or investment adviser) who in connection with his or her regular functions or duties makes any recommendation, who participates in the determination of which recommendation shall be made; or who, obtains any information concerning which securities are being recommended prior to the effective dissemination of such recommendations.

AFFILIATED PERSON - it has the same 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.

AUTOMATIC INVESTMENT PLAN-A program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocations. An automatic investment plan includes a dividend reinvestment plan.

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
Exchange-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 -U.S. registered 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.

INITIAL PUBLIC OFFERING - An offering of securities registered under the Securities Act of 1933, the issuer of which immediately before the registration was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.

LIMITED OFFERING- An offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or section 4(6) or pursuant to Rule 504, Rule 505, or Rule 506 under the Securities Act of 1933.

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 Group of Funds, 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 of Global Compliance.

PROPRIETARY INFORMATION - Information that is obtained or developed during the ordinary course of employment with Franklin Templeton Investments, whether by you or someone else, and is not available to persons outside of Franklin Templeton Investments. Examples of such Proprietary Information include, among other things, internal research reports, research materials supplied to Franklin Templeton Investments by vendors and broker-dealers not generally available to the public, minutes of departmental/research meetings and conference calls, and communications with company officers (including confidentiality agreements). Examples of non-Proprietary Information include mass media publications (e.g., The Wall Street Journal, Forbes, and Fortune), certain specialized publications available to the public (e.g., Morningstar, Value Line, Standard and Poors), and research reports available to the general public.

REPORTABLE FUND - Any fund for which an Franklin Templeton Investments' U.S.
registered investment adviser ("FTI Adviser") serves as an investment adviser or a sub-adviser or any fund whose investment adviser or principal underwriter controls a FTI Adviser, is controlled by a FTI adviser or is under common control with a FTI Adviser.

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. For purposes of the Code, security does not include:

1. direct obligations of the U.S. government (i.e. securities issued or guaranteed by the U.S. government such as Treasury bills, notes and bonds including U.S. savings bonds and derivatives thereof);
2. money market instruments - banker's acceptances, bank certificates of deposits, commercial paper, repurchase agreement and other high quality short-term debt instruments;
3. shares of money market funds;
4. shares issued by open-end funds other than Reportable Funds; and
5. Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are Reportable Funds.

SUPERVISED PERSONS- Supervised persons are an advisers' partners, officers, directors (or other persons occupying a similar status or performing similar functions), and employees, as well as any other persons who provide advice on behalf of the adviser and are subject to the supervision and control of the adviser.

APPENDIX B: ACKNOWLEDGMENT FORM AND SCHEDULES

INITIAL AND ANNUAL

ACKNOWLEDGMENT FORM
CODE OF ETHICS AND INSIDER TRADING COMPLIANCE POLICY AND PROCEDURES

INSTRUCTIONS: Print form, complete, sign and date. Submit completed form to Code of Ethics Administration Department via:

Inter-office: Code of Ethics Administration SM-920/2 Fax: (650) 312-5646

U.S. Mail: Franklin Templeton Investments E-mail: Preclear-Code of Ethics Attn: Code of Ethics Administration Dept. (internal) P.O. Box 25050 Lpreclear@frk.com (external) San Mateo, CA 94402-5050

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      NAME (PRINT)                 SIGNATURE             DATE SUBMITTED
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      TITLE                     DEPARTMENT NAME            LOCATION
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[ ] [ ] [ ] [ ]

(check this box if you're     (check this box if
 a new access person)         annual certification)  (FOR COMPLIANCE USE ONLY)
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     [  ]                            [  ]                   [  ]

SCHEDULE A: LEGAL AND COMPLIANCE OFFICERS CODE OF ETHICS ADMINISTRATION DEPT.
CONTACT INFO/11

LEGAL OFFICER

Craig Tyle
Executive Vice President & General Counsel Franklin Templeton Investments
One Franklin Parkway
San Mateo, CA 94403-1906
Tel: (650) 312-4161
Fax: (650) 312-2221
Email: ctyle@frk.com

COMPLIANCE OFFICERS

DIRECTOR, GLOBAL COMPLIANCE

Jim Davis
Franklin Templeton Investments
One Franklin Parkway
San Mateo, CA 94403-1906
Tel: (650) 312-2832
Fax: (650) 312-5676
Email: jdavis@frk.com

CHIEF COMPLIANCE OFFICER

Tim Stearns
Franklin Templeton Investments
500 East Broward Blvd., Suite 2100
Fort Lauderdale, FL 33394-3091
Tel: (954) 527-7630
Fax: (954) 847-2470
Email: tstearns@templeton.com

Breda Beckerle
Franklin Templeton Investments
600 5th Avenue, 5th Floor
New York, NY 10020
Tel: (212) 632-3025
Fax: (212) 632-4055
Email: bbecker@frk.com

CODE OF ETHICS ADMINISTRATION DEPARTMENT

Maria Abbott, Manager
Darlene James
Simon Li
Tadao Hayashi
Global Compliance Department
Franklin Templeton Investments
One Franklin Parkway
San Mateo, CA 94403-1906
Tel: (650) 312-3693
Fax: (650) 312-5646
Email: Preclear-Code of Ethics (internal) Lpreclear@frk.com (external)

   U.S. Mail: Franklin Templeton Investments    E-mail: Preclear-Code of Ethics
              Attn: Code of Ethics                       (internal)
               Administration Dept                Lpreclear@frk.com (external)
              P.O. Box 25050
              San Mateo, CA 94402-5050
------------------------------------------------------------------------------

This report of personal securities transactions not reported by duplicate confirmations and brokerage statements pursuant to Section 4.3 of the Code is required pursuant to Rule 204A-1of the Investment Advisers Act of 1940 and Rule 17j-1(d) of the Investment Company Act of 1940. The report must be completed and submitted to the Code of Ethics Administration Department no later than thirty (30) calendar days after the end of the calendar quarter in which you completed such as transaction. Refer to Section 4.3 of the Code for further instructions.

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                                                                PRINCIPAL
                       SECURITY NAME                  PRICE (&  AMOUNT ( &
                     DESCRIPTION/TICKER               CURRENCY  CURRENCY
                      SYMBOL OR CUSIP                  TYPE     TYPE                       PRE-CLEARED
                      NUMBER/TYPE OF                    IF       IF                         THROUGH
                     SECURITY (INTEREST   QUANTITY     NOT      NOT       BROKER DEALER/   COMPLIANCE
TRADE  BUY, SELL     RATE AND MATURITY   (NUMBER OF   IN U.S.  IN U.S.       BANK AND      DEPARTMENT
DATE   OR OTHER     DATE, IF APPLICABLE)   SHARES)   DOLLARS)  DOLLARS)  ACCOUNT NUMBER  (DATE OR N/A)
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 THIS REPORT SHALL NOT BE CONSTRUED AS AN ADMISSION THAT I HAVE ANY DIRECT OR INDIRECT BENEFICIAL
 OWNERSHIP IN THE SECURITIES DESCRIBED ABOVE.

SCHEDULE C: INITIAL & ANNUAL DISCLOSURE OF BROKERAGE ACCOUNTS, INVESTMENT ADVISORY ACCOUTNS, SECURITIES HOLDINGS AND DISCRETIONARY AUTHORITY

INSTRUCTIONS: Print form, complete, sign and date. Submit completed form to the Code of Ethics Administration via:

INITIAL DISCLOSURE TO: Local Human Resources Dept. Contact Person

ANNUAL DISCLOSURE TO: Code of Ethics Administration Dept.

Inter-office: Code of Ethics Administration SM-920/2 Fax: (650)312-5646

   U.S. Mail: Franklin Templeton Investments   E-mail: Preclear-Code of Ethics
   Attn: Code of Ethics Administration Dept        (internal)
   P.O. Box 25050                                  Lpreclear@frk.com (external)
   San Mateo, CA 94402-5050
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This report shall set forth the name and/or description of each securities account and holding in which you have a direct or indirect beneficial interest, including securities accounts and holdings of a spouse, minor children or other immediate family member living in your home, trusts, foundations, and any account for which trading authority has been delegated to you, other than authority to trade for a Fund or other client of Franklin Templeton Investments or 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. In lieu of listing each securities account and holding below, you may attach copies of current brokerage statements, sign below and return the Schedule C along with the brokerage statements to the Code of Ethics Administration Department within 10 days of becoming an Access Person if an initial report or by February 1st of each year, if an annual report. The information in this Schedule C or any attached brokerage statements must be current as of a date no more than 45 days prior to the date you become an Access Person or the date you submit your annual report. Refer to Part 4 of the Code for additional filing instructions.

Securities that are EXEMPT from being reported on the 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 money market funds; shares issued by open-end funds other than Reportable Funds (any fund for which a Franklin Templeton Investments' U.S. registered investment adviser ("FTI Adviser") serves as an investment adviser or a sub-adviser or any fund whose investment adviser or principal underwriter is controlled by an FTI adviser or is under common control with a FTI adviser); and shares issued by unit investment trusts that are invested in one or more open-end funds none of which are Reportable Funds.

[ ] I DO NOT HAVE ANY BROKERAGE OR INVESTMENT ADVISORY ACCOUNTS.
[ ] I DO NOT HAVE ANY SECURITIES HOLDINGS.
[ ] I HAVE ATTACHED STATEMENTS CONTAINING ALL MY BROKERAGE AND INVESTMENT ADVISORY ACCOUNTS AND SECURITIES HOLDINGS.
[ ] I HAVE LISTED MY BROKERAGE AND INVESTMENT ADVISORY ACCOUNTS CONTAINING NO SECURITIES HOLDINGS.
[ ] I HAVE LISTED MY SECURITIES HOLDINGS NOT HELD IN A BROKERAGE AND INVESTMENT ADVISORY ACCOUNT.

                                                                            SECURITY
                                           ADDRESS           ACCOUNT    DESCRIPTON/TITLE
                         NAME OF        OF SECURITIES        NUMBER      TICKER/SYMBOL      QUANTITY
   ACCOUNT NAME(S)      SECURITIES       FIRM, BANK OR      (INCLUDING      OR CUSIP #       NUMBER OF    CHECK THIS
(REGISTRATION SHOWN     FIRM, BANK      INVESTMENT ADVISER   FUND        (INTEREST RATE      SHARES &      BOX IF
   ON STATEMENT)      OR INVESTMENT     (STREET/CITY/        NUMBER IF    & MATURITY IF     PRINCIPAL    DISCRETIONARY
                         ADVISER        STATE/ZIP CODE)     APPLICABLE    APPROPRIATE)       AMOUNT        ACCOUNT
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TO THE BEST OF MY KNOWLEDGE, I HAVE DISCLOSED ALL OF MY SECURITIES AND INVESTMENT ADVOSRY ACCOUNTS AND/OR HOLDINGS IN WHICH I HAVE A DIRECT OR INDIRECT BENEFICIAL INTEREST, INCLUDING SECURITIES AND INVESTMENT ADVISORY ACCOUNTS AND/OR HOLDINGS OF A SPOUSE, MINOR CHILDREN OR OTHER IMMEDIATE MEMBER LIVING IN MY HOME, TRUSTS, FOUNDATIONS, AND ANY ACCOUNT FOR WHICH TRADING AUTHORITY HAS BEEN DELEGATED TO ME OR BY ME TO AN UNAFFILIATED REGISTERED BROKER-DEALER, REGISTERED INVESTMENT ADVISER, OR OTHER INVESTMENT MANAGER ACTING IN A SIMILAR FIDUCIARY CAPACITY, WHO EXERCISES SOLE INVESTMENT DISCRETION.

NAME (PRINT)            SIGNATURE             DATE SUBMITTED       EMPLOYEE ID
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INITIAL DISCLOSURE         ANNUAL
                         DISCLOSURE
(CHECK THIS
 BOX IF                 (CHECK THIS
YOU'RE A NEW            BOX IF ANNUAL                   YEAR END
ACCESS PERSON)          CERTIFICATION)          (FOR COMPLIANCE USE ONLY)
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   [ ]                       [ ]
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 U.S. Mail: Franklin Templeton Investments       E-mail: Preclear-Code of Ethics
           Attn: Code of Ethics Administration         (internal)
           Dept.                                  Lpreclear@frk.com
           P.O. Box 25050                         (external)
           San Mateo, CA 94402-5050
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All Access Persons, PRIOR TO OPENING A SECURITIES ACCOUNT OR PLACING AN INITIAL ORDER IN THE NEW ACCOUNT, are required to notify the Code of Ethics Administration Department and the executing broker-dealer in writing. This includes accounts in which the 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) and for Reportable Form.

NAME ON THE ACCOUNT (IF                ACCOUNT NUMBER
OTHER THAN EMPLOYEE,STATE             INCLUDING FUND                  DATE
RELATIONSHIP I.E., SPOUSE)           NUMBER IF APPLICABLE          ESTABLISHED
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                                                                    SECURITIES
                                                                      FIRM
                                                                     ADDRESS
 NAME OF                            YOUR REPRESENTATIVE           (CITY/STATE/
SECURITIES FIRM                         (OPTIONAL)                  ZIP CODE)
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EMPLOYEE INFORMATION:
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NAME (PRINT)               SIGNATURE        DATE SUBMITTED      EMPLOYEE ID
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                                                INTEROFFICE            PHONE
TITLE                  DEPARTMENT NAME          MAIL CODE            EXTENSION
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PHONE EXTENSION                SIGNATURE                    DATE
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                                                 NASD REGISTERED REPRESENTATIVE
CODE OF ETHICS DESIGNATION                             (SERIES 6, 7, ETC.)
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U.S. Mail: Franklin Templeton Investments        E-mail: Preclear-Code of Ethics
           Attn: Code of Ethics Administration           (internal)
                 Dept.                             Lpreclear@frk.com
           P.O. Box 2505                             (external)
           San Mateo, CA 94402-5050
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If you have any beneficial ownership in a security and it is recommended to the Appropriate Analyst that the security be considered for purchase or sale by an Associated Client, or if a purchase or sale of that security for an Associated Client is carried out, you must disclose your beneficial ownership to the Chief Investment Officer and/or Director of Research on Schedule E (or an equivalent form containing similar information) before the purchase or sale of the security, or before or simultaneously with the recommendation to purchase or sell a security. The Chief Investment Officer and/or Director of Research must review and sign Schedule E and send a copy of the Code of Ethics Administration Department.

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                                                       DATE AND
                                                        METHOD           PRIMARY
                OWNERSHIP               METHOD OF     LEARNED THAT       PORTFOLIO
                  TYPE                 ACQUISITION   SECURITY'S UNDER   MANAGER OR      NAME OF        DATE OF
 SECURITY      (DIRECT OR     YEAR   (PURCHASE/GIFT   CONSIDERATION     PORTFOLIO       PERSON          VERBAL
DESCRIPTION     INDIRECT)   ACQUIRED    OTHER)         BY FUNDS          ANALYST        NOTIFIED      NOTIFICATION
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EMPLOYEE'S NAME (PRINT)                   SIGNATURE                DATE SUMBITTED       EMPLOYEE ID
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CHIEF INVESTMENT OFFICER ORD
DIRECTOR OF RESEARCH NAME (PRINT)                      SIGNATURE                          DATE
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U.S. Mail: Franklin Templeton Investments       E-mail: Preclear-Code of Ethics
           Attn: Code of Ethics Administration           (internal)
                 Dept.                                  Lpreclear@frk.com
           P.O. Box 2505                                (external)
           San Mateo, CA 94402-5050
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In deciding whether to approve a transaction, the Director of Global Compliance or the Chief Compliance 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 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.

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

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,

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?/9 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?

REMINDER: PERSONAL SECURITIES TRANSACTIONS THAT DO NOT GENERATE BROKERAGE CONFIRMATIONS (E.G., INVESTMENTS IN PRIVATE PLACEMENTS) MUST BE REPORTED TO THE CODE OF ETHICS ADMINISTRATION DEPARTMENT ON SCHEDULE B NO LATER THAN 30 CALENDAR DAYS AFTER THE END OF THE CALENDAR QUARTER THE TRANSACTION TOOK PLACE.

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CHIEF INVESTMENT OFFICER'S NAME
(APPLICABLE TO PROTFOLIO PERSONS ONLY)            SIGNATURE             DATE
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CHIEF INVESTMENT OFFICER APPROVING            SIGNATURE             DATE
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DATE RECEIVED:___________ DATE FORWARDED TO FRI EXECUTIVE OFFICER:____________

U.S. Mail:  Franklin Templeton Investments      E-mail: Preclear-Code of Ethics
   Attn: Code of Ethics Administration Dept.            (internal)
   P.O. Box 25050                                       Lpreclear@frk.com
   San Mateo, CA 94402-5050                            (external)

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EMPLOYEE:                                      EMPLOYEE ID:
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DEPARTMENT:                                    PHONE EXTENSION:
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JOB TITLE:                                     SITE/LOCATION:
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SUPERVISOR:                                    SUP. EXTENSION:
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Company Name:
----------------------------------------------------------------------------
Nature of company's
business:
----------------------------------------------------------------------------
Is this a public or
private company?
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Title/Position:
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Justification for
servicing as a
director with
the company:
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Estimate of hours
to be devoted to
the company:
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Compensation
received:                  [ ] Yes     [ ] No
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If compensated, how?
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Starting date:
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        CODE OF ETHICS DESIGNATION              NASD REGISTERED/LICENSED?
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[ ] Non Access Person  [ ] Supervised Person
[ ] Access Person [ ]  [ ] Portfolio Person        [ ] Yes    [ ] No
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Signature: ___________________________           Date: ______________________
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[ ] Approved [ ] Denied

Signatory Name ____________________ Signatory Title: _____________________

Signature: ________________________ Date: ______________________

Services, LLC                          Management Limited (UK)
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Fiduciary Investment           IA      Franklin Templeton Investment   FBD
Management International Inc.          Services GmbH (Germany)
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Fiduciary Trust Company        Trust   Franklin Templeton Investment   IA/FIA
International                          Trust Management Co., Ltd (Korea)
-----------------------------------------------------------------------------
Fiduciary Trust Company of     FIA     Franklin Templeton Investments  FBD/IA
Canada                                 (Asia) Limited (Hong Kong)
-----------------------------------------------------------------------------
Fiduciary Trust International  FIA     Franklin Templeton Investments    FIA
Limited (UK)                           Australia Limited
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Fiduciary Trust International  Trust   Franklin Templeton Investments   IA/FIA/
of California                          Corp. (Ontario)                  FBD
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Fiduciary Trust International  Trust   Franklin Templeton Investments   FIA
of Delaware                            Japan Ltd.
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Fiduciary Trust International  Trust   Franklin Templeton Investor      TA
of the South                           Services, LLC
-----------------------------------------------------------------------------
Franklin Advisers, Inc.        IA/FIA  Franklin Templeton Italia       FBD
                                       Societa di Gestione del
                                       Risparmio per Axioni (Italy)
-----------------------------------------------------------------------------
Franklin Advisory Services,    IA/FIA  Franklin Templeton Portfolio   IA
LLC                                    Advisors, Inc.
-----------------------------------------------------------------------------
Franklin Investment Advisory   IA      Franklin Templeton Services,   FA/BM
Services, LLC                          LLC
-----------------------------------------------------------------------------
Franklin Mutual Advisers, LLC  IA/FIA  Franklin/Templeton             BD
                                       Distributors, Inc.
-----------------------------------------------------------------------------
Franklin Templeton Asset       IA/FIA  FTC Investor Services, Inc.    FBD
Management (India) Private             (Canada)
Limited (India)
-----------------------------------------------------------------------------
Franklin Templeton Asset       FIA     Templeton Asset Management,     IA/FIA
Management (Malaysia) Sdn.Bhd.         Ltd.
-----------------------------------------------------------------------------
Franklin Templeton Financial   BD      Templeton Global Advisors Ltd.  IA/FIA
Services, Corp.                        (Bahamas)
-----------------------------------------------------------------------------
Franklin Templeton             IA      Templeton Investment Counsel,  IA
Institutional, LLC                     LLC
-----------------------------------------------------------------------------
Franklin Templeton             FBD     Templeton/Franklin Investment  BD
International Services S.A.            Services, Inc
(Luxembourg)
-----------------------------------------------------------------------------

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
           FA:    Fund Administrator
           BM:    Business manager to the funds
           REA:   Real estate adviser
           Trust: Trust company

INSIDER TRADING COMPLIANCE POLICY AND PROCEDURES

A. LEGAL REQUIREMENT
Pursuant to the Insider Trading and Securities Fraud Enforcement Act of 1988, No officer, director, employee, consultant acting in a similar capacity, or other person associated with Franklin Templeton Investments may trade, 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 Insider Trading Compliance Policy and Procedures 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 Insider Trading Compliance Policy and Procedures 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.

B. 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 violation of the Code resulting in a violation of the law will be severely sanctioned, with disciplinary action including but not limited to termination. Please refer to Part 7 - Penalties for Violations of the Code.
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 Investments, including dismissal of any person involved.

G. INSIDER TRADING PROCEDURES
All employees 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 Investments, 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. Securities for which there is material, non-public information shall be placed on the personal trading restricted list for a timeframe determined by the Compliance Officer.

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.

3. SEC RULE 10B5-1(C) PLANS

We many permit exemptions from the insider trading policies and procedures set forth above for transactions in securities issued by FRI effected pursuant to pre-approved, written trading plans or arrangements complying with Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended. Rule 10b5-1(c) plans or arrangements may not be entered into or modified either during FRI's trading blackout periods or when you are aware of material, non-public information relating to FRI or its securities. All such plans or arrangements (and any modification of termination thereof) must be pre-approved by FRI's General Counsel (or such person's designee).

H. 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 Franklin Templeton Investments 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.

Revised May 2009/Effective June 15, 2009