ICI MUTUAL INSURANCE COMPANY,
A RISK RETENTION GROUP
1401 H St. NW
Washington, DC 20005
INVESTMENT COMPANY BLANKET BOND
ICI MUTUAL INSURANCE COMPANY,
A RISK RETENTION GROUP
1401 H St. NW
Washington, DC 20005
DECLARATIONS
NOTICE
This policy is issued by your risk retention group. Your risk retention
group may not be subject to all of the insurance laws and regulations of your
state. State insurance insolvency guaranty funds are not available for your
risk retention group.
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ITEM 1. Name of Insured (the "Insured") Bond Number
FRANKLIN RESOURCES, INC. 87170109B
Principal Office: One Franklin Parkway
San Mateo, CA 94403-1906
Mailing Address: One Franklin Parkway
San Mateo, CA 94403-1906
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ITEM 2. Bond Period: from 12:01 a.m. on JUNE 30, 2009, to 12:01 a.m.
on JUNE 30, 2010 or the earlier effective date of the termination
of this Bond, standard time at the Principal Office as to each of
said dates.
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ITEM 3. Limit of Liability -
Subject to Sections 9, 10 and 12 hereof.
LIMIT OF DEDUCTIBLE
LIABILITY AMOUNT
Insuring Agreement A - FIDELITY $90,000,000 $250,000
Insuring Agreement B - AUDIT EXPENSE $50,000 $10,000
Insuring Agreement C - ON PREMISES $90,000.000 $250,000
Insuring Agreement D - IN TRANSIT $90,000.000 $250,000
Insuring Agreement E - FORGERY OR ALTERATION $90,000.000 $250,000
Insuring Agreement F - SECURITIES $90,000.000 $250,000
Insuring Agreement G - COUNTERFEIT CURRENCY $90,000.000 $250,000
Insuring Agreement H - UNCOLLECTIBLE ITEMS OF DEPOSIT $25,000 $5,000
Insuring Agreement I - PHONE/ELECTRONIC TRANSACTIONS $90,000,000 $250,000
If "Not Covered" is inserted opposite any Insuring Agreement above, such Insuring
Agrement and any reference thereto shall be deemed to be deleted from this Bond.
OPTIONAL INSURING AGREEMENTS ADDED BY RIDER:
Insuring Agreement J - COMPUTER SECURITY $90,000,000 $250,000
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ITEM 4. Offices or Premises Covered--All the Insured's offices or other
premises in existence at the time this Bond becomes effective are
covered under this Bond, except the offices or other premises excluded
by Rider. Offices or other premises acquired or established after the
effective date of this Bond are covered subject to the terms of
General Agreement A.
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ITEM 5. The liability of ICI Mutual Insurance Company, a Risk Retention
Group (the "Underwriter") is subject to the terms of the following
Riders attached hereto:
Riders:
1-2-3-4-5-6-7-8-9-10-11-12-13-14-15-16-17-18-19-20-21-22-23-24
and of all Riders applicable to this Bond issued during the Bond
Period.
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By: /s/ CATHERINE DALTON
Authorized Representative
INVESTMENT COMPANY BLANKET BOND
NOTICE
This policy is issued by your risk retention group. Your risk retention
group may not be subject to all of the insurance laws and regulations of your
state. State insurance insolvency guaranty funds are not available for your
risk retention group.
ICI Mutual Insurance Company, a Risk Retention Group (the "Underwriter"), in
consideration of an agreed premium, and in reliance upon the Application and
all other information furnished to the Underwriter by the Insured, and
subject to and in accordance with the Declarations, General Agreements,
Provisions, Conditions and Limitations and other terms of this bond
(including all riders hereto) ("Bond"), to the extent of the Limit of
Liability and subject to the Deductible Amount, agrees to indemnify the
Insured for the loss, as described in the Insuring Agreements, sustained by
the Insured at any time but discovered during the Bond Period.
INSURING AGREEMENTS
A. FIDELITY
Loss caused by any Dishonest or Fraudulent Act or Theft committed by an
Employee anywhere, alone or in collusion with other persons (whether or
not Employees), during the time such Employee has the status of an
Employee as defined herein, and even if such loss is not discovered until
after he or she ceases to be an Employee, EXCLUDING loss covered under
Insuring Agreement B.
B. AUDIT EXPENSE
Expense incurred by the Insured for that part of audits or examinations
required by any governmental regulatory authority or Self Regulatory
Organization to be conducted by such authority or Organization or by an
independent accountant or other person, by reason of the discovery of loss
sustained by the Insured and covered by this Bond.
C. ON PREMISES
Loss resulting from Property that is (1) located or reasonably believed by
the Insured to be located within the Insured's offices or premises, and
(2) the object of Theft, Dishonest or Fraudulent Act, or Mysterious
Disappearance, EXCLUDING loss covered under Insuring Agreement A.
D. IN TRANSIT
Loss resulting from Property that is (1) in transit in the custody of any
person authorized by an Insured to act as a messenger, except while in the
mail or with a carrier for hire (other than a Security Company), and (2)
the object of Theft, Dishonest or Fraudulent Act, or Mysterious
Disappearance, EXCLUDING loss covered under Insuring Agreement A.
Property is "in transit" beginning immediately upon receipt of such
Property by the transporting person and ending immediately upon delivery
at the specified destination.
E. FORGERY OR ALTERATION
Loss caused by the Forgery or Alteration of or on (1) any bills of
exchange, checks, drafts, or other written orders or directions
to pay certain sums in money, acceptances, certificates of
deposit, due bills, money orders, or letters of credit; or (2) other
written instructions, requests or applications to the Insured, authorizing
or acknowledging the transfer, payment, redemption, delivery or receipt of
Property, or giving notice of any bank account, which instructions or
requests or applications purport to have been signed or endorsed by (a)
any customer of the Insured, or (b) any shareholder of or subscriber to
shares issued by any Investment Company, or (c) any financial or banking
institution or stockbroker; or (3) withdrawal orders or receipts for the
withdrawal of Property, or receipts or certificates of deposit for
Property and bearing the name of the Insured as issuer or of another
Investment Company for which the Insured acts as agent. This Insuring
Agreement E does not cover loss caused by Forgery or Alteration of
Securities or loss covered under Insuring Agreement A.
F. SECURITIES
Loss resulting from the Insured, in good faith, in the ordinary course of
business, and in any capacity whatsoever, whether for its own account or
for the account of others, having acquired, accepted or received, or sold
or delivered, or given any value, extended any credit or assumed any
liability on the faith of any Securities, where such loss results from the
fact that such Securities (1) were Counterfeit, or (2) were lost or
stolen, or (3) contain a Forgery or Alteration, and notwithstanding
whether or not the act of the Insured causing such loss violated the
constitution, by-laws, rules or regulations of any Self Regulatory
Organization, whether or not the Insured was a member thereof, EXCLUDING
loss covered under Insuring Agreement A.
G. COUNTERFEIT CURRENCY
Loss caused by the Insured in good faith having received or accepted (1)
any money orders which prove to be Counterfeit or to contain an Alteration
or (2) paper currencies or coin of the United States of America or Canada
which prove to be Counterfeit. This Insuring Agreement G does not cover
loss covered under Insuring Agreement A.
H. UNCOLLECTIBLE ITEMS OF DEPOSIT
Loss resulting from the payment of dividends, issuance of Fund shares or
redemptions or exchanges permitted from an account with the Fund as a
consequence of
(1) uncollectible Items of Deposit of a Fund's customer, shareholder
or subscriber credited by the Insured or its agent to such person's
Fund account, or
(2) any Item of Deposit processed through an automated clearing house
which is reversed by a Fund's customer, shareholder or subscriber
and is deemed uncollectible by the Insured;
PROVIDED, that (a) Items of Deposit shall not be deemed uncollectible
until the Insured's collection procedures have failed, (b) exchanges of
shares between Funds with exchange privileges shall be covered hereunder
only if all such Funds are insured by the Underwriter for uncollectible
Items of Deposit, and (c) the Insured Fund shall have implemented and
maintained a policy to hold Items of Deposit for the minimum number of
days stated in its Application (as amended from time to time) before
paying any dividend or permitting any withdrawal with respect to such
Items of Deposit (other than exchanges between Funds). Regardless of the
number of transactions between Funds in an exchange program, the minimum
number of days an Item of Deposit must be held shall begin from the date
the Item of Deposit was first credited to any Insured Fund.
This Insuring Agreement H does not cover loss covered under Insuring
Agreement A.
I. PHONE/ELECTRONIC TRANSACTIONS
Loss caused by a Phone/Electronic Transaction, where the request for such
Phone/Electronic Transaction:
(1) is transmitted to the Insured or its agents by voice over the
telephone or by Electronic Transmission; and
(2) is made by an individual purporting to be a Fund shareholder or
subscriber or an authorized agent of a Fund shareholder or subscriber;
and
(3) is unauthorized or fraudulent and is made with the manifest
intent to deceive;
PROVIDED, that the entity receiving such request generally maintains and
follows during the Bond Period all Phone/Electronic Transaction Security
Procedures with respect to all Phone/Electronic Transactions; and
EXCLUDING loss resulting from:
(1) the failure to pay for shares attempted to be purchased; or
(2) any redemption of Investment Company shares which had been
improperly credited to a shareholder's account where such shareholder
(a) did not cause, directly or indirectly, such shares to be credited
to such account, and (b) directly or indirectly received any proceeds
or other benefit from such redemption; or
(3) any redemption of shares issued by an Investment Company where
the proceeds of such redemption were requested to be paid or made
payable to other than (a) the Shareholder of Record, or (b) any other
person or bank account designated to receive redemption proceeds (i) in
the initial account application, or (ii) in writing (not to include
Electronic Transmission) accompanied by a signature guarantee; or
(4) any redemption of shares issued by an Investment Company where
the proceeds of such redemption were requested to be sent to other than
any address for such account which was designated (a) in the initial
account application, or (b) in writing (not to include Electronic
Transmission), where such writing is received at least one (1) day
prior to such redemption request, or (c) by voice over the telephone or
by Electronic Transmission at least fifteen (15) days prior to such
redemption; or
(5) the intentional failure to adhere to one or more Phone/Electronic
Transaction Security Procedures; or
(6) a Phone/Electronic Transaction request transmitted by electronic
mail or transmitted by any method not subject to the Phone/Electronic
Transaction Security Procedures; or
(7) the failure or circumvention of any physical or electronic protection
device, including any firewall, that imposes restrictions on the flow
of electronic traffic in or out of any Computer System.
This Insuring Agreement I does not cover loss covered under Insuring
Agreement A, "Fidelity" or Insuring Agreement J, "Computer Security".
GENERAL AGREEMENTS
A. ADDITIONAL OFFICES OR EMPLOYEES--CONSOLIDATION OR MERGER--NOTICE
1. Except as provided in paragraph 2 below, this Bond shall apply to any
additional office(s) established by the Insured during the Bond Period
and to all Employees during the Bond Period, without the need to give
notice thereof or pay additional premiums to the Underwriter for the
Bond Period.
2. If during the Bond Period an Insured Investment Company shall merge or
consolidate with an institution in which such Insured is the surviving
entity, or purchase substantially all the assets or capital stock of
another institution, or acquire or create a separate investment
portfolio, and shall within sixty (60) days notify the Underwriter
thereof, then this Bond shall automatically apply to the Property and
Employees resulting from such merger, consolidation, acquisition or
creation from the date thereof; provided, that the Underwriter may make
such coverage contingent upon the payment of an additional premium.
B. WARRANTY
No statement made by or on behalf of the Insured, whether contained in the
Application or otherwise, shall be deemed to be an absolute warranty, but
only a warranty that such statement is true to the best of the knowledge
of the person responsible for such statement.
C. COURT COSTS AND ATTORNEYS' FEES
The Underwriter will indemnify the Insured against court costs and
reasonable attorneys' fees incurred and paid by the Insured in defense of
any legal proceeding brought against the Insured seeking recovery for any
loss which, if established against the Insured, would constitute a loss
covered under the terms of this Bond; provided, however, that with respect
to Insuring Agreement A this indemnity shall apply only in the event that
1. an Employee admits to having committed or is adjudicated to have
committed a Dishonest or Fraudulent Act or Theft which caused the loss;
or
2. in the absence of such an admission or adjudication, an arbitrator or
arbitrators acceptable to the Insured and the Underwriter concludes,
after a review of an agreed statement of facts, that an Employee has
committed a Dishonest or Fraudulent Act or Theft which caused the loss.
The Insured shall promptly give notice to the Underwriter of any such
legal proceeding and upon request shall furnish the Underwriter with
copies of all pleadings and other papers therein. At the Underwriter's
election the Insured shall permit the Underwriter to conduct the defense
of such legal proceeding in the Insured's name, through attorneys of the
Underwriter's selection. In such event, the Insured shall give all
reasonable information and assistance which the Underwriter shall deem
necessary to the proper defense of such legal proceeding.
If the amount of the Insured's liability or alleged liability in any such
legal proceeding is greater than the amount which the Insured would be
entitled to recover under this Bond (other than pursuant to this General
Agreement C), or if a Deductible Amount is applicable, or both, the
indemnity liability of the Underwriter under this General Agreement C is
limited to the proportion of court costs and attorneys' fees incurred and
paid by the Insured or by the Underwriter that the amount which the
Insured would be entitled to recover under this Bond (other than pursuant
to this General Agreement C) bears to the sum of such amount plus the
amount which the Insured is not entitled to recover. Such indemnity shall
be in addition to the Limit of Liability for the applicable Insuring
Agreement.
D. INTERPRETATION
This Bond shall be interpreted with due regard to the purpose of fidelity
bonding under Rule 17g-1 of the Investment Company Act of 1940 (i.e., to
protect innocent third parties from harm) and to the structure of the
investment management industry (in which a loss of Property resulting from
a cause described in any Insuring Agreement ordinarily gives rise to a
potential legal liability on the part of the Insured), such that the term
"loss" as used herein shall include an Insured's legal liability for
direct compensatory damages resulting directly from a misappropriation, or
measurable diminution in value, of Property.
THIS BOND, INCLUDING THE FOREGOING INSURING AGREEMENTS
AND GENERAL AGREEMENTS, IS SUBJECT TO THE FOLLOWING
PROVISIONS, CONDITIONS AND LIMITATIONS:
SECTION 1. DEFINITIONS
The following terms used in this Bond shall have the meanings stated in this
Section:
A. "ALTERATION" means the marking, changing or altering in a material way of
the terms, meaning or legal effect of a document with the intent to
deceive.
B. "APPLICATION" means the Insured's application (and any attachments and
materials submitted in connection therewith) furnished to the Underwriter
for this Bond.
C. "COMPUTER SYSTEM" means (1) computers with related peripheral components,
including storage components, (2) systems and applications software, (3)
terminal devices, (4) related communications networks or customer
communication systems, and (5) related electronic funds transfer systems;
by which data or monies are electronically collected, transmitted,
processed, stored or retrieved.
D. "COUNTERFEIT" means, with respect to any item, one which is false but is
intended to deceive and to be taken for the original authentic item.
E. "DEDUCTIBLE AMOUNT" means, with respect to any Insuring Agreement, the
amount set forth under the heading "Deductible Amount" in Item 3 of the
Declarations or in any Rider for such Insuring Agreement, applicable to
each Single Loss covered by such Insuring Agreement.
F. "DEPOSITORY" means any "securities depository" (other than any foreign
securities depository) in which an Investment Company may deposit its
Securities in accordance with Rule 17f-4 under the Investment Company Act
of 1940.
G. "DISHONEST OR FRAUDULENT ACT" means any dishonest or fraudulent act,
including "larceny and embezzlement" as defined in Section 37 of the
Investment Company Act of 1940, committed with the conscious manifest
intent (1) to cause the Insured to sustain a loss and (2) to obtain
financial benefit for the perpetrator or any other person (other than
salaries, commissions, fees, bonuses, awards, profit sharing, pensions or
other employee benefits). A Dishonest or Fraudulent Act does not mean or
include a reckless act, a negligent act, or a grossly negligent act.
H. "ELECTRONIC TRANSMISSION" means any transmission effected by electronic
means, including but not limited to a transmission effected by telephone
tones, Telefacsimile, wireless device, or over the Internet.
I. "EMPLOYEE" means:
(1) each officer, director, trustee, partner or employee of the Insured,
and
(2) each officer, director, trustee, partner or employee of any
predecessor of the Insured whose principal assets are acquired by the
Insured by consolidation or merger with, or purchase of assets or
capital stock of, such predecessor, and
(3) each attorney performing legal services for the Insured and each
employee of such attorney or of the law firm of such attorney while
performing services for the Insured, and
(4) each student who is an authorized intern of the Insured, while in any
of the Insured's offices, and
(5) each officer, director, trustee, partner or employee of
(a) an investment adviser,
(b) an underwriter (distributor),
(c) a transfer agent or shareholder accounting recordkeeper, or
(d) an administrator authorized by written agreement to keep
financial and/or other required records,
for an Investment Company named as an Insured, BUT ONLY while (i) such
officer, partner or employee is performing acts coming within the
scope of the usual duties of an officer or employee of an Insured, or
(ii) such officer, director, trustee, partner or employee is acting as
a member of any committee duly elected or appointed to examine or
audit or have custody of or access to the Property of the Insured, or
(iii) such director or trustee (or anyone acting in a similar
capacity) is acting outside the scope of the usual duties of a
director or trustee;PROVIDED, that the term "Employee" shall not
include any officer, director, trustee, partner or employee of a
transfer agent, shareholder accounting recordkeeper or administrator
(x) which is not an "affiliated person" (as defined in Section 2(a) of
the Investment Company Act of 1940) of an Investment Company named as
Insured or of the adviser or underwriter of such Investment Company,
or (y) which is a "Bank" (as defined in Section 2(a) of the Investment
Company Act of 1940), and
(6) each individual assigned, by contract or by any agency furnishing
temporary personnel, in either case on a contingent or part-time
basis, to perform the usual duties of an employee in any office of the
Insured, and
(7) each individual assigned to perform the usual duties of an employee or
officer of any entity authorized by written agreement with the Insured
to perform services as electronic data processor of checks or other
accounting records of the Insured, but excluding a processor which
acts as transfer agent or in any other agency capacity for the Insured
in issuing checks, drafts or securities, unless included under
subsection (5) hereof, and
(8) each officer, partner or employee of
(a) any Depository or Exchange,
(b) any nominee in whose name is registered any Security included in
the systems for the central handling of securities established
and maintained by any Depository, and
(c) any recognized service company which provides clerks or other
personnel to any Depository or Exchange on a contract basis,
while such officer, partner or employee is performing services for any
Depository in the operation of systems for the central handling of
securities, and
(9) in the case of an Insured which is an "employee benefit plan" (as
defined in Section 3 of the Employee Retirement Income Security Act of
1974 ("ERISA")) for officers, directors or employees of another
Insured ("In-House Plan"), any "fiduciary" or other "plan official"
(within the meaning of Section 412 of ERISA) of such In-House Plan,
provided that such fiduciary or other plan official is a director,
partner, officer, trustee or employee of an Insured (other than an
In-House Plan).
Each employer of temporary personnel and each entity referred to in
subsections (6) and (7) and their respective partners, officers and
employees shall collectively be deemed to be one person for all the
purposes of this Bond.
Brokers, agents, independent contractors, or representatives of the same
general character shall not be considered Employees, except as provided in
subsections (3), (6), and (7).
J. "EXCHANGE" means any national securities exchange registered under the
Securities Exchange Act of 1934.
K. "FORGERY" means the physical signing on a document of the name of another
person (whether real or fictitious) with the intent to deceive. A Forgery
may be by means of mechanically reproduced facsimile signatures as well as
handwritten signatures. Forgery does not include the signing of an
individual's own name, regardless of such individual's authority, capacity
or purpose.
L. "ITEMS OF DEPOSIT" means one or more checks or drafts.
M. "INVESTMENT COMPANY" or "FUND" means an investment company registered
under the Investment Company Act of 1940.
N. "LIMIT OF LIABILITY" means, with respect to any Insuring Agreement, the
limit of liability of the Underwriter for any Single Loss covered by such
Insuring Agreement as set forth under the heading "Limit of Liability" in
Item 3 of the Declarations or in any Rider for such Insuring Agreement.
O. "MYSTERIOUS DISAPPEARANCE" means any disappearance of Property which,
after a reasonable investigation has been conducted, cannot be explained.
P. "NON-FUND" means any corporation, business trust, partnership, trust or
other entity which is not an Investment Company.
Q. "PHONE/ELECTRONIC TRANSACTION SECURITY PROCEDURES" means security
procedures for Phone/
Electronic Transactions as provided in writing to the Underwriter.
R. "PHONE/ELECTRONIC TRANSACTION" means any (1) redemption of shares issued
by an Investment Company, (2) election concerning dividend options
available to Fund shareholders, (3) exchange of shares in a registered
account of one Fund into shares in an identically registered account of
another Fund in the same complex pursuant to exchange privileges of the
two Funds, or (4) purchase of shares issued by an Investment Company,
which redemption, election, exchange or purchase is requested by voice
over the telephone or through an Electronic Transmission.
S. "PROPERTY" means the following tangible items: money, postage and revenue
stamps, precious metals, Securities, bills of exchange, acceptances,
checks, drafts, or other written orders or directions to pay sums certain
in money, certificates of deposit, due bills, money orders, letters of
credit, financial futures contracts, conditional sales contracts,
abstracts of title, insurance policies, deeds, mortgages, and assignments
of any of the foregoing, and other valuable papers, including books of
account and other records used by the Insured in the conduct of its
business, and all other instruments similar to or in the nature of the
foregoing (but excluding all data processing records), (1) in which the
Insured has a legally cognizable interest, (2) in which the Insured
acquired or should have acquired such an interest by reason of a
predecessor's declared financial condition at the time of the Insured's
consolidation or merger with, or purchase of the principal assets of, such
predecessor or (3) which are held by the Insured for any purpose or in any
capacity.
T. "SECURITIES" means original negotiable or non-negotiable agreements or
instruments which represent an equitable or legal interest, ownership or
debt (including stock certificates, bonds, promissory notes, and
assignments thereof), which are in the ordinary course of business and
transferable by physical delivery with appropriate endorsement or
assignment. "Securities" does not include bills of exchange, acceptances,
certificates of deposit, checks, drafts, or other written orders or
directions to pay sums certain in money, due bills, money orders, or
letters of credit.
U. "SECURITY COMPANY" means an entity which provides or purports to provide
the transport of Property by secure means, including, without limitation,
by use of armored vehicles or guards.
V. "SELF REGULATORY ORGANIZATION" means any association of investment
advisers or securities dealers registered under the federal securities
laws, or any Exchange.
W. "SHAREHOLDER OF RECORD" means the record owner of shares issued by an
Investment Company or, in the case of joint ownership of such shares, all
record owners, as designated (1) in the initial account application, or
(2) in writing accompanied by a signature guarantee, or (3) pursuant to
procedures as set forth in the Application.
X. "SINGLE LOSS" means:
(1) all loss resulting from any one actual or attempted Theft committed by
one person, or
(2) all loss caused by any one act (other than a Theft or a Dishonest or
Fraudulent Act) committed by one person, or
(3) all loss caused by Dishonest or Fraudulent Acts committed by one
person, or
(4) all expenses incurred with respect to any one audit or examination, or
(5) all loss caused by any one occurrence or event other than those
specified in subsections (1) through (4) above.
All acts or omissions of one or more persons which directly or indirectly
aid or, by failure to report or otherwise, permit the continuation of an
act referred to in subsections (1) through (3) above of any other person
shall be deemed to be the acts of such other person for purposes of this
subsection.
All acts or occurrences or events which have as a common nexus any fact,
circumstance, situation, transaction or series of facts, circumstances,
situations, or transactions shall be deemed to be one act, one occurrence,
or one event.
Y. "TELEFACSIMILE" means a system of transmitting and reproducing fixed
graphic material (as, for example, printing) by means of signals
transmitted over telephone lines or over the Internet.
Z. "THEFT" means robbery, burglary or hold-up, occurring with or without
violence or the threat of violence.
SECTION 2. EXCLUSIONS
THIS BOND DOES NOT COVER:
A. Loss resulting from (1) riot or civil commotion outside the United States
of America and Canada, or (2) war, revolution, insurrection, action by
armed forces, or usurped power, wherever occurring; except if such loss
occurs while the Property is in transit, is otherwise covered under
Insuring Agreement D, and when such transit was initiated, the Insured or
any person initiating such transit on the Insured's behalf had no
knowledge of such riot, civil commotion, war, revolution, insurrection,
action by armed forces, or usurped power.
B. Loss in time of peace or war resulting from nuclear fission or fusion
or radioactivity, or biological or chemical agents or hazards, or fire,
smoke, or explosion, or the effects of any of the foregoing.
C. Loss resulting from any Dishonest or Fraudulent Act committed by any
person while acting in the capacity of a member of the Board of Directors
or any equivalent body of the Insured or of any other entity.
D. Loss resulting from any nonpayment or other default of any loan or similar
transaction made by the Insured or any of its partners, directors,
officers or employees, whether or not authorized and whether procured in
good faith or through a Dishonest or Fraudulent Act, unless such loss is
otherwise covered under Insuring Agreement A, E or F.
E. Loss resulting from any violation by the Insured or by any Employee of any
law, or any rule or regulation pursuant thereto or adopted by a Self
Regulatory Organization, regulating the issuance, purchase or sale of
securities, securities transactions upon security exchanges or over the
counter markets, Investment Companies, or investment advisers, unless such
loss, in the absence of such law, rule or regulation, would be covered
under Insuring Agreement A, E or F.
F. Loss resulting from Property that is the object of Theft, Dishonest or
Fraudulent Act, or Mysterious Disappearance while in the custody of any
Security Company, unless such loss is covered under this Bond and is in
excess of the amount recovered or received by the Insured under (1) the
Insured's contract with such Security Company, and (2) insurance or
indemnity of any kind carried by such Security Company for the benefit of,
or otherwise available to, users of its service, in which case this Bond
shall cover only such excess, subject to the applicable Limit of Liability
and Deductible Amount.
G. Potential income, including but not limited to interest and dividends, not
realized by the Insured because of a loss covered under this Bond, except
when covered under Insuring Agreement H.
H. Loss in the form of (1) damages of any type for which the Insured is
legally liable, except direct compensatory damages, or (2) taxes, fines,
or penalties, including without limitation two-thirds of treble damage
awards pursuant to judgments under any statute or regulation.
I. Loss resulting from the surrender of Property away from an office of the
Insured as a result of a threat
(1) to do bodily harm to any person, except where the Property is in
transit in the custody of any person acting as messenger as a result
of a threat to do bodily harm to such person, if the Insured had no
knowledge of such threat at the time such transit was initiated, or
(2) to do damage to the premises or Property of the Insured,
unless such loss is otherwise covered under Insuring Agreement A.
J. All costs, fees and other expenses incurred by the Insured in establishing
the existence of or amount of loss covered under this Bond, except to the
extent certain audit expenses are covered under Insuring Agreement B.
K. Loss resulting from payments made to or withdrawals from any account,
involving funds erroneously credited to such account, unless such loss is
otherwise covered under Insuring Agreement A.
L. Loss resulting from uncollectible Items of Deposit which are drawn upon a
financial institution outside the United States of America, its
territories and possessions, or Canada.
M. Loss resulting from the Dishonest or Fraudulent Acts, Theft, or other acts
or omissions of an Employee primarily engaged in the sale of shares issued
by an Investment Company to persons other than (1) a person registered as
a broker under the Securities Exchange Act of 1934 or (2) an "accredited
investor" as defined in Rule 501(a) of Regulation D under the Securities
Act of 1933, which is not an individual.
N. Loss resulting from the use of credit, debit, charge, access, convenience,
identification, cash management or other cards, whether such cards were
issued or purport to have been issued by the Insured or by anyone else,
unless such loss is otherwise covered under Insuring Agreement A.
O. Loss resulting from any purchase, redemption or exchange of securities
issued by an Investment Company or other Insured, or any other
instruction, request, acknowledgement, notice or transaction involving
securities issued by an Investment Company or other Insured or the
dividends in respect thereof, when any of the foregoing is requested,
authorized or directed or purported to be requested, authorized or
directed by voice over the telephone or by Electronic Transmission, unless
such loss is otherwise covered under Insuring Agreement A or Insuring
Agreement I.
P. Loss resulting from any Dishonest or Fraudulent Act or Theft committed by
an Employee as defined in Section 1.I(2), unless such loss (1) could not
have been reasonably discovered by the due diligence of the Insured at or
prior to the time of acquisition by the Insured of the assets acquired
from a predecessor, and (2) arose out of a lawsuit or valid claim brought
against the Insured by a person unaffiliated with the Insured or with any
person affiliated with the Insured.
Q. Loss resulting from the unauthorized entry of data into, or the deletion
or destruction of data in, or the change of data elements or programs
within, any Computer System, unless such loss is otherwise covered under
Insuring Agreement A.
SECTION 3. ASSIGNMENT OF RIGHTS
Upon payment to the Insured hereunder for any loss, the Underwriter shall
be subrogated to the extent of such payment to all of the Insured's rights
and claims in connection with such loss; provided, however, that the
Underwriter shall not be subrogated to any such rights or claims one named
Insured under this Bond may have against another named Insured under this
Bond. At the request of the Underwriter, the Insured shall execute all
assignments or other documents and take such action as the Underwriter may
deem necessary or desirable to secure and perfect such rights and claims,
including the execution of documents necessary to enable the Underwriter
to bring suit in the name of the Insured.
Assignment of any rights or claims under this Bond shall not bind the
Underwriter without the Underwriter's written consent.
SECTION 4. LOSS--NOTICE--PROOF--LEGAL PROCEEDINGS
This Bond is for the use and benefit only of the Insured and the
Underwriter shall not be liable hereunder to anyone other than the
Insured. As soon as practicable and not more than sixty (60) days after
discovery, the Insured shall give the Underwriter written notice thereof
and, as soon as practicable and within one year after such discovery,
shall also furnish to the Underwriter affirmative proof of loss with full
particulars. The Underwriter may extend the sixty day notice period or
the one year proof of loss period if the Insured requests an extension and
shows good cause therefor.
See also General Agreement C (Court Costs and Attorneys' Fees).
The Underwriter shall not be liable hereunder for loss of Securities
unless each of the Securities is identified in such proof of loss by a
certificate or bond number or by such identification means as the
Underwriter may require. The Underwriter shall have a reasonable period
after receipt of a proper affirmative proof of loss within which to
investigate the claim, but where the Property is Securities and the loss
is clear and undisputed, settlement shall be made within forty-eight (48)
hours even if the loss involves Securities of which duplicates may be
obtained.
The Insured shall not bring legal proceedings against the Underwriter to
recover any loss hereunder prior to sixty (60) days after filing such
proof of loss or subsequent to twenty-four (24) months after the discovery
of such loss or, in the case of a legal proceeding to recover hereunder on
account of any judgment against the Insured in or settlement of any suit
mentioned in General Agreement C or to recover court costs or attorneys'
fees paid in any such suit, twenty-four (24) months after the date of the
final judgment in or settlement of such suit. If any limitation in this
Bond is prohibited by any applicable law, such limitation shall be deemed
to be amended to be equal to the minimum period of limitation permitted by
such law.
Notice hereunder shall be given to Manager, Professional Liability Claims,
ICI Mutual Insurance Company, 1401 H St. NW, Washington, DC 20005.
SECTION 5. DISCOVERY
For all purposes under this Bond, a loss is discovered, and discovery of a
loss occurs, when the Insured
(1) becomes aware of facts, or
(2) receives notice of an actual or potential claim by a third party
which alleges that the Insured is liable under circumstances,
which would cause a reasonable person to assume that loss covered by this
Bond has been or is likely to be incurred even though the exact amount or
details of loss may not be known.
SECTION 6. VALUATION OF PROPERTY
For the purpose of determining the amount of any loss hereunder, the value
of any Property shall be the market value of such Property at the close of
business on the first business day before the discovery of such loss;
except that
(1) the value of any Property replaced by the Insured prior to the payment
of a claim therefor shall be the actual market value of such Property
at the time of replacement, but not in excess of the market value of
such Property on the first business day before the discovery of the
loss of such Property;
(2) the value of Securities which must be produced to exercise
subscription, conversion, redemption or deposit privileges shall be
the market value of such privileges immediately preceding the
expiration thereof if the loss of such Securities is not discovered
until after such expiration, but if there is no quoted or other
ascertainable market price for such Property or privileges referred to
in clauses (1) and (2), their value shall be fixed by agreement
between the parties or by arbitration before an arbitrator or
arbitrators acceptable to the parties; and
(3) the value of books of accounts or other records used by the Insured in
the conduct of its business shall be limited to the actual cost of
blank books, blank pages or other materials if the books or records
are reproduced plus the cost of labor for the transcription or copying
of data furnished by the Insured for reproduction.
SECTION 7. LOST SECURITIES
The maximum liability of the Underwriter hereunder for lost Securities
shall be the payment for, or replacement of, such Securities having an
aggregate value not to exceed the applicable Limit of Liability. If the
Underwriter shall make payment to the Insured for any loss of Securities,
the Insured shall assign to the Underwriter all of the Insured's right,
title and interest in and to such Securities. In lieu of such payment,
the Underwriter may, at its option, replace such lost Securities, and in
such case the Insured shall cooperate to effect such replacement. To
effect the replacement of lost Securities, the Underwriter may issue or
arrange for the issuance of a lost instrument bond. If the value of such
Securities does not exceed the applicable Deductible Amount (at the time
of the discovery of the loss), the Insured will pay the usual premium
charged for the lost instrument bond and will indemnify the issuer of such
bond against all loss and expense that it may sustain because of the
issuance of such bond.
If the value of such Securities exceeds the applicable Deductible Amount
(at the time of discovery of the loss), the Insured will pay a proportion
of the usual premium charged for the lost instrument bond, equal to the
percentage that the applicable Deductible Amount bears to the value of
such Securities upon discovery of the loss, and will indemnify the issuer
of such bond against all loss and expense that is not recovered from the
Underwriter under the terms and conditions of this Bond, subject to the
applicable Limit of Liability.
SECTION 8. SALVAGE
If any recovery is made, whether by the Insured or the Underwriter, on
account of any loss within the applicable Limit of Liability hereunder,
the Underwriter shall be entitled to the full amount of such recovery to
reimburse the Underwriter for all amounts paid hereunder with respect to
such loss. If any recovery is made, whether by the Insured or the
Underwriter, on account of any loss in excess of the applicable Limit of
Liability hereunder plus the Deductible Amount applicable to such loss
from any source other than suretyship, insurance, reinsurance, security or
indemnity taken by or for the benefit of the Underwriter, the amount of
such recovery, net of the actual costs and expenses of recovery, shall be
applied to reimburse the Insured in full for the portion of such loss in
excess of such Limit of Liability, and the remainder, if any, shall be
paid first to reimburse the Underwriter for all amounts paid hereunder
with respect to such loss and then to the Insured to the extent of the
portion of such loss within the Deductible Amount. The Insured shall
execute all documents which the Underwriter deems necessary or desirable
to secure to the Underwriter the rights provided for herein.
SECTION 9. NON-REDUCTION AND NON-ACCUMULATION OF LIABILITY AND TOTAL
LIABILITY
Prior to its termination, this Bond shall continue in force up to the
Limit of Liability for each Insuring Agreement for each Single Loss,
notwithstanding any previous loss (other than such Single Loss) for which
the Underwriter may have paid or be liable to pay hereunder; PROVIDED,
however, that regardless of the number of years this Bond shall continue
in force and the number of premiums which shall be payable or paid, the
liability of the Underwriter under this Bond with respect to any Single
Loss shall be limited to the applicable Limit of Liability irrespective of
the total amount of such Single Loss and shall not be cumulative in
amounts from year to year or from period to period.
SECTION 10. MAXIMUM LIABILITY OF UNDERWRITER; OTHER BONDS OR POLICIES
The maximum liability of the Underwriter for any Single Loss covered by
any Insuring Agreement under this Bond shall be the Limit of Liability
applicable to such Insuring Agreement, subject to the applicable
Deductible Amount and the other provisions of this Bond. Recovery for any
Single Loss may not be made under more than one Insuring Agreement. If
any Single Loss covered under this Bond is recoverable or recovered in
whole or in part because of an unexpired discovery period under any other
bonds or policies issued by the Underwriter to the Insured or to any
predecessor in interest of the Insured, the maximum liability of the
Underwriter shall be the greater of either (1) the applicable Limit of
Liability under this Bond, or (2) the maximum liability of the Underwriter
under such other bonds or policies.
SECTION 11. OTHER INSURANCE
Notwithstanding anything to the contrary herein, if any loss covered by
this Bond shall also be covered by other insurance or suretyship for the
benefit of the Insured, the Underwriter shall be liable hereunder only for
the portion of such loss in excess of the amount recoverable under such
other insurance or suretyship, but not exceeding the applicable Limit of
Liability of this Bond.
SECTION 12. DEDUCTIBLE AMOUNT
The Underwriter shall not be liable under any Insuring Agreement unless
the amount of the loss covered thereunder, after deducting the net amount
of all reimbursement and/or recovery received by the Insured with respect
to such loss (other than from any other bond, suretyship or insurance
policy or as an advance by the Underwriter hereunder) shall exceed the
applicable Deductible Amount; in such case the Underwriter shall be liable
only for such excess, subject to the applicable Limit of Liability and the
other terms of this Bond.
No Deductible Amount shall apply to any loss covered under Insuring
Agreement A sustained by any Investment Company named as an Insured.
SECTION 13. TERMINATION
The Underwriter may terminate this Bond as to any Insured or all Insureds
only by written notice to such Insured or Insureds and, if this Bond is
terminated as to any Investment Company, to each such Investment Company
terminated thereby and to the Securities and Exchange Commission,
Washington, D.C., in all cases not less than sixty (60) days prior to the
effective date of termination specified in such notice.
The Insured may terminate this Bond only by written notice to the
Underwriter not less than sixty (60) days prior to the effective date of
the termination specified in such notice. Notwithstanding the foregoing,
when the Insured terminates this Bond as to any Investment Company, the
effective date of termination shall be not less than sixty (60) days from
the date the Underwriter provides written notice of the termination to
each such Investment Company terminated thereby and to the Securities and
Exchange Commission, Washington, D.C.
This Bond will terminate as to any Insured that is a Non-Fund immediately
and without notice upon (1) the takeover of such Insured's business by any
State or Federal official or agency, or by any receiver or liquidator, or
(2) the filing of a petition under any State or Federal statute relative
to bankruptcy or reorganization of the Insured, or assignment for the
benefit of creditors of the Insured.
Premiums are earned until the effective date of termination. The
Underwriter shall refund the unearned premium computed at short rates in
accordance with the Underwriter's standard short rate cancellation tables
if this Bond is terminated by the Insured or pro rata if this Bond is
terminated by the Underwriter.
Upon the detection by any Insured that an Employee has committed any
Dishonest or Fraudulent Act(s) or Theft, the Insured shall immediately
remove such Employee from a position that may enable such Employee to
cause the Insured to suffer a loss by any subsequent Dishonest or
Fraudulent Act(s) or Theft. The Insured, within two (2) business days of
such detection, shall notify the Underwriter with full and complete
particulars of the detected Dishonest or Fraudulent Act(s) or Theft.
For purposes of this section, detection occurs when any partner, officer,
or supervisory employee of any Insured, who is not in collusion with such
Employee, becomes aware that the Employee has committed any Dishonest or
Fraudulent Act(s) or Theft.
This Bond shall terminate as to any Employee by written notice from the
Underwriter to each Insured and, if such Employee is an Employee of an
Insured Investment Company, to the Securities and Exchange Commission, in
all cases not less than sixty (60) days prior to the effective date of
termination specified in such notice.
SECTION 14. RIGHTS AFTER TERMINATION
At any time prior to the effective date of termination of this Bond as to
any Insured, such Insured may, by written notice to the Underwriter, elect
to purchase the right under this Bond to an additional period of twelve
(12) months within which to discover loss sustained by such Insured prior
to the effective date of such termination and shall pay an additional
premium therefor as the Underwriter may require.
Such additional discovery period shall terminate immediately and without
notice upon the takeover of such Insured's business by any State or
Federal official or agency, or by any receiver or liquidator. Promptly
after such termination the Underwriter shall refund to the Insured any
unearned premium.
The right to purchase such additional discovery period may not be
exercised by any State or Federal official or agency, or by any receiver
or liquidator, acting or appointed to take over the Insured's business.
SECTION 15. CENTRAL HANDLING OF SECURITIES
The Underwriter shall not be liable for loss in connection with the
central handling of securities within the systems established and
maintained by any Depository ("Systems"), unless the amount of such loss
exceeds the amount recoverable or recovered under any bond or policy or
participants' fund insuring the Depository against such loss (the
"Depository's Recovery"); in such case the Underwriter shall be liable
hereunder only for the Insured's share of such excess loss, subject to the
applicable Limit of Liability, the Deductible Amount and the other terms
of this Bond.
For determining the Insured's share of such excess loss, (1) the Insured
shall be deemed to have an interest in any certificate representing any
security included within the Systems equivalent to the interest the
Insured then has in all certificates representing the same security
included within the Systems; (2) the Depository shall have reasonably and
fairly apportioned the Depository's Recovery among all those having an
interest as recorded by appropriate entries in the books and records of
the Depository in Property involved in such loss, so that each such
interest shall share in the Depository's Recovery in the ratio that the
value of each such interest bears to the total value of all such
interests; and (3) the Insured's share of such excess loss shall be the
amount of the Insured's interest in such Property in excess of the
amount(s) so apportioned to the Insured by the Depository.
This Bond does not afford coverage in favor of any Depository or Exchange
or any nominee in whose name is registered any security included within
the Systems.
SECTION 16. ADDITIONAL COMPANIES INCLUDED AS INSURED
If more than one entity is named as the Insured:
A. the total liability of the Underwriter hereunder for each Single Loss
shall not exceed the Limit of Liability which would be applicable if
there were only one named Insured, regardless of the number of Insured
entities which sustain loss as a result of such Single Loss,
B. the Insured first named in Item 1 of the Declarations shall be deemed
authorized to make, adjust, and settle, and receive and enforce payment
of, all claims hereunder as the agent of each other Insured for such
purposes and for the giving or receiving of any notice required or
permitted to be given hereunder; provided, that the Underwriter shall
promptly furnish each named Insured Investment Company with (1) a copy
of this Bond and any amendments thereto, (2) a copy of each formal
filing of a claim hereunder by any other Insured, and (3) notification
of the terms of the settlement of each such claim prior to the
execution of such settlement,
C. the Underwriter shall not be responsible or have any liability for the
proper application by the Insured first named in Item 1 of the
Declarations of any payment made hereunder to the first named Insured,
D. for the purposes of Sections 4 and 13, knowledge possessed or discovery
made by any partner, officer or supervisory Employee of any Insured
shall constitute knowledge or discovery by every named Insured,
E. if the first named Insured ceases for any reason to be covered under
this Bond, then the Insured next named shall thereafter be considered
as the first named Insured for the purposes of this Bond, and
F. each named Insured shall constitute "the Insured" for all purposes of
this Bond.
SECTION 17. NOTICE AND CHANGE OF CONTROL
Within thirty (30) days after learning that there has been a change in
control of an Insured by transfer of its outstanding voting securities the
Insured shall give written notice to the Underwriter of:
A. the names of the transferors and transferees (or the names of the
beneficial owners if the voting securities are registered in another
name), and
B. the total number of voting securities owned by the transferors and the
transferees (or the beneficial owners), both immediately before and
after the transfer, and
C. the total number of outstanding voting securities.
As used in this Section, "control" means the power to exercise a
controlling influence over the management or policies of the Insured.
SECTION 18. CHANGE OR MODIFICATION
This Bond may only be modified by written Rider forming a part hereof over
the signature of the Underwriter's authorized representative. Any Rider
which modifies the coverage provided by Insuring Agreement A, Fidelity, in
a manner which adversely affects the rights of an Insured Investment
Company shall not become effective until at least sixty (60) days after
the Underwriter has given written notice thereof to the Securities and
Exchange Commission, Washington, D.C., and to each Insured Investment
Company affected thereby.
IN WITNESS WHEREOF, the Underwriter has caused this Bond to be executed on
the Declarations Page.
ICI MUTUAL INSURANCE COMPANY,
A RISK RETENTION GROUP
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 1
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INSURED BOND NUMBER
FRANKLIN RESOURCES, INC. 87170109B
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EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
JUNE 30, 2009 JUNE 30, 2009 TO JUNE 30, 2010 /s/CATHERINE DALTON
==============================================================================
In consideration of the premium charged for this Bond, it is hereby
understood and agreed that the following entities shall be deemed to be
Insureds named in Item 1 of the Declarations: (1) any subsidiary more than
50% owned (directly or indirectly) by Franklin Resources, Inc., and (2) any
Investment Company advised, distributed, or administered by Franklin
Resources, Inc. or any of its wholly-owned subsidiaries (individually and/or
collectively referred to as "Franklin"), whether such Investment Company is
considered active, inactive, or dissolved, PROVIDED, IN EACH CASE, that
Franklin has responsibility for placing fidelity bond insurance coverage for
such subsidiary or Investment Company.
It is further understood and agreed that the term "Investment Company," as
used in this rider, shall include any investment company, whether or not
registered under the Investment Company Act of 1940, except that
non-registered investment companies shall not be insured under Insuring
Agreement A, "Fidelity," with respect to $65 million part of the Limit of
Liability set forth in Item 3 of this Bond.
It is further understood and agreed that notwithstanding anything to the
contrary above, none of the following shall be deemed to be, or be otherwise
included as, Insureds for purposes of Item 1 of the Declarations or otherwise
under this Bond: Franklin Templeton Bank & Trust, F.S.B., Franklin Capital
Corporation, RIVA Financial Systems Limited and Darby Overseas Investments
Ltd.
Except as above stated, nothing herein shall be held to alter, waive or
extend any of the terms of this Bond.[OBJECT OMITTED]
ICI MUTUAL INSURANCE COMPANY,
A RISK RETENTION GROUP
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 2
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INSURED BOND NUMBER
87170109B
FRANKLIN RESOURCES, INC.
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EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
JUNE 30, 2009 JUNE 30, 2009 TO JUNE 30, 2010 /s/ CATHERINE DALTON
==============================================================================
In consideration of the premium charged for this Bond, it is hereby
understood and agreed that this Bond does not cover loss resulting from or in
connection with any business, activities, or acts or omissions of (including
services rendered by) any Insured which is NOT an Insured Fund ("Non-Fund")
or any Employee of a Non-Fund, EXCEPT loss, otherwise covered by the terms of
this Bond, resulting from or in connection with professional services within
the scope of the Non-Fund's general business activities rendered by the
Non-Fund to any client of the Non-Fund.
Except as above stated, nothing herein shall be held to alter, waive or
extend any of the terms of this Bond.[OBJECT OMITTED]
ICI MUTUAL INSURANCE COMPANY,
A RISK RETENTION GROUP
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 3
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INSURED BOND NUMBER
87170109B
FRANKLIN RESOURCES, INC.
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EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
JUNE 30, 2009 JUNE 30, 2009 TO JUNE 30, 2010 /s/ CATHERINE DALTON
==============================================================================
In consideration of the premium charged for this Bond, it is hereby
understood and agreed that this Bond (other than Insuring Agreements C and D)
does not cover loss resulting from or in connection with any business,
activities, acts or omissions of any Insured or any Employee of any Insured
where such loss is based upon, arises out of or in any way involves the
provision of services to any Plan, EXCEPT loss, otherwise covered by the
terms of this Bond, resulting from, or in connection with the business of:
(a) the provision of Investment Advisory Services by an Insured to any
In-House Plan; or
(b) the provision of Administrative Services by an Insured to any In-House
Plan;
(c) the provision of Investment Advisory Services by an Insured
("Adviser") to any Third Party Plan that is a client of the Adviser;
or
(d) the provision of Administrative Services by an Insured to any Third
Party Plan that is a client of the Insured.
It is further understood and agreed that Insuring Agreements C and D only
cover loss of Property which an Insured uses or holds, or in which the
Insured has an interest, in each case in connection with (a), (b), (c) or (d)
above.
It is further understood and agreed that notwithstanding the foregoing, this
Bond (other than Insuring Agreements C and D) does not cover loss resulting
from or in connection with, and Insuring Agreements C and D do not cover loss
of Property which an Insured uses or holds, or in which it has an interest,
in each case in connection with:
(1) the discretionary voting by or on behalf of any Plan of Designated
Securities owned or held by such Plan, UNLESS, in the case of a vote by
or on behalf of the Plan, such vote was pursuant to the direction of a
majority of trustees of such Plan who were not then Interested
Trustees;
(2) custodial services for the safekeeping and custody of securities or
other property;
(3) liability of an Insured arising from its status as the employer of
employees covered by a Plan (including liability arising from the
Insured's failure to collect contributions or to pay benefits); or
(4) in the case of an Insured acting or purporting to act as a trustee or
"directed trustee" for any Third Party Plan, any liability of the
Insured arising from its actual or alleged status as a fiduciary
(within the meaning of the Employee Retirement Security Act of 1974, as
amended ("ERISA")) to any such Third Party Plan or its actual or
alleged violation of Section 502(a)(3) of ERISA, except that this
subpart (4) shall not preclude indemnification for associated court
costs and attorneys' fees for which coverage is otherwise available
under General Agreement C of this Bond.
It is further understood and agreed that for purposes of this rider:
(1) "Administrative Services" shall mean administrative services,
including, without limitation, voting securities which are Plan assets,
causing Plan assets to be invested as directed in accordance with the
Plan, and maintaining records and preparing reports with respect to
Plan contributions, participant accounts and investments.
(2) "Affiliated Entity" means any entity controlling, controlled by, or
under common control with an Insured.
(3) "Designated Securities" means securities issued by an Insured, or by
any Affiliated Entity, or by any Fund to which such Insured or any
Affiliated Entity provides any services.
(4) "Interested Trustee" means any trustee of a Plan who is also (a) an
officer, director, trustee, partner or employee of, or who owns,
controls, or holds power to vote 5% or more of the outstanding voting
securities of, (i) any Insured (other than such Plan), or (ii) any
Affiliated Entity, or (iii) any Fund to which such Insured or any
Affiliated Entity provides any services, or (b) an Insured or an
Affiliated Entity.
(5) "Investment Advisory Services" means (a) advice with respect to the
desirability of investing in, purchasing or selling securities or other
property, including the power to determine what securities or other
property shall be purchased or sold, but NOT including furnishing ONLY
statistical and other factual information (such as economic factors and
trends); and (b) the provision of financial, economic or investment
management services, but only if ancillary and related to the advice
referred to in clause (a) above.
(6) "Plan" means any retirement or employee benefit plan, including any
trust relating thereto.
(7) "In-House Plan" means any Plan for employees of an Insured, or for any
Affiliated Entity, but always excluding employee stock ownership plans,
stock bonus plans, and any trusts relating thereto
(8) "Third Party Plan" means any Plan for employees of an entity that is
neither an Insured nor an Affiliated Entity.
Except as above stated, nothing herein shall be held to alter, waive or
extend any of the terms of this Bond.
ICI MUTUAL INSURANCE COMPANY,
A RISK RETENTION GROUP
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 4
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INSURED BOND NUMBER
87170109B
FRANKLIN RESOURCES, INC.
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EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
JUNE 30, 2009 JUNE 30, 2009 TO JUNE 30, 2010 /s/ CATHERINE DALTON
==============================================================================
In consideration of the premium charged for this Bond, it is hereby
understood and agreed that notwithstanding anything to the contrary in this
Bond, this Bond shall not cover loss resulting from or in connection with the
discretionary voting by any Insured of securities owned or held by any client
of such Insured, where such securities are issued by (1) such Insured, or (2)
any entity controlling, controlled by, or under common control with such
Insured, ("Affiliated Entity"), or (3) any Fund to which such Insured or any
Affiliated Entity provides any services.
Except as above stated, nothing herein shall be held to alter, waive or
extend any of the terms of this Bond.[OBJECT OMITTED]
ICI MUTUAL INSURANCE COMPANY,
A RISK RETENTION GROUP
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 5
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INSURED BOND NUMBER
87170109B
FRANKLIN RESOURCES, INC.
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EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
JUNE 30, 2009 JUNE 30, 2009 TO JUNE 30, 2010 /s/ CATHERINE DALTON
==============================================================================
In consideration of the premium charged for this Bond, it is hereby
understood and agreed that notwithstanding Section 2.Q of this Bond, this
Bond is amended by adding an additional Insuring Agreement J as follows:
J. COMPUTER SECURITY
Loss (including loss of Property) resulting directly from Computer Fraud;
PROVIDED, that the Insured has adopted in writing and generally maintains and
follows during the Bond Period all Computer Security Procedures. The
isolated failure of the Insured to maintain and follow a particular Computer
Security Procedure in a particular instance will not preclude coverage under
this Insuring Agreement, subject to the specific exclusions herein and in the
Bond.
1. DEFINITIONS. The following terms used in this Insuring Agreement shall
have the following meanings:
a. "Authorized User" means any person or entity designated by the
Insured (through contract, assignment of User Identification, or
otherwise) as authorized to use a Covered Computer System, or any
part thereof. An individual who invests in an Insured Fund shall
not be considered to be an Authorized User solely by virtue of being
an investor.
b. "Computer Fraud" means the unauthorized entry of data into, or the
deletion or destruction of data in, or change of data elements or
programs within, a Covered Computer System which:
(1) is committed by any Unauthorized Third Party anywhere, alone or
in collusion with other Unauthorized Third Parties; AND
(2) is committed with the conscious manifest intent (a) to cause the
Insured to sustain a loss, AND (b) to obtain financial benefit
for the perpetrator or any other person; AND
(3) causes (x) Property to be transferred, paid or delivered; or (y)
an account of the Insured, or of its customer, to be added,
deleted, debited or credited; OR (z) an unauthorized or
fictitious account to be debited or credited.
c. "Computer Security Procedures" means procedures for prevention of
unauthorized computer access and use and administration of computer
access and use as provided in writing to the Underwriter.
d. "Covered Computer System" means any Computer System as to which the
Insured has possession, custody and control.
e. "Unauthorized Third Party" means any person or entity that, at the
time of the Computer Fraud, is not an Authorized User.
f. "User Identification" means any unique user name (I.E., a series of
characters) that is assigned to a person or entity by the Insured.
2. EXCLUSIONS. It is further understood and agreed that this Insuring
Agreement J shall not cover:
a. Any loss covered under Insuring Agreement A, "Fidelity," of this
Bond; AND
b. Any loss resulting directly or indirectly from Theft or
misappropriation of confidential or proprietary information,
material or data (including but not limited to trade secrets,
computer programs or customer information); AND
c. Any loss resulting from the intentional failure to adhere to one or
more Computer Security Procedures; AND
d. Any loss resulting from a Computer Fraud committed by or in
collusion with:
(1) any Authorized User (whether a natural person or an
entity); OR
(2) in the case of any Authorized User which is an entity,
(a) any director, officer, partner, employee or agent of
such Authorized User, or (b) any entity which controls,
is controlled by, or is under common control with such
Authorized User ("Related Entity"), or (c) any director,
officer, partner, employee or agent of such Related
Entity; OR
(3) in the case of any Authorized User who is a natural
person, (a) any entity for which such Authorized User is
a director, officer, partner, employee or agent
("Employer Entity"), or (b) any director, officer,
partner, employee or agent of such Employer Entity, or
(c) any entity which controls, is controlled by, or is
under common control with such Employer Entity
("Employer-Related Entity"), or (d) any director,
officer, partner, employee or agent of such
Employer-Related Entity;
AND
e. Any loss resulting from physical damage to or destruction of any
Covered Computer System, or any part thereof, or any data, data
elements or media associated therewith; AND
f. Any loss resulting from Computer Fraud committed by means of
wireless access to any Covered Computer System, or any part thereof,
or any data, data elements or media associated therewith; AND
g. Any loss not directly and proximately caused by Computer Fraud
(including, without limitation, disruption of business and extra
expense); AND
h. Payments made to any person(s) who has threatened to deny or has
denied authorized access to a Covered Computer System or otherwise
has threatened to disrupt the business of the Insured.
For purposes of this Insuring Agreement, "Single Loss," as defined in Section
1.X of this Bond, shall also include all loss caused by Computer Fraud(s)
committed by one person, or in which one person is implicated, whether or not
that person is specifically identified. A series of losses involving
unidentified individuals, but arising from the same method of operation, may
be deemed by the Underwriter to involve the same individual and in that event
shall be treated as a Single Loss.
It is further understood and agreed that nothing in this Rider shall affect
the exclusion set forth in Section 2.0 of this Bond.
Coverage under this Insuring Agreement shall terminate upon termination of
this Bond. Coverage under this Insuring Agreement may also be terminated
without terminating this Bond as an entirety:
(a) by written notice from the Underwriter not less than sixty (60)
days prior to the effective date of termination specified in such
notice; or
(b) immediately by written notice from the Insured to the Underwriter.
Except as above stated, nothing herein shall be held to alter, waive or
extend any of the terms of this Bond.[OBJECT OMITTED]
ICI MUTUAL INSURANCE COMPANY,
A RISK RETENTION GROUP
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 6
------------------------------------------------------------------------------
INSURED BOND NUMBER
87170109B
FRANKLIN RESOURCES, INC.
------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
JUNE 30, 2009 JUNE 30, 2009 TO JUNE 30, 2010 /s/ CATHERINE DALTON
==============================================================================
In consideration of the premium charged for this Bond, it is hereby
understood and agreed that the exclusion set forth at Section 2.M of this
Bond shall not apply with respect to loss resulting from the Dishonest or
Fraudulent Acts, Theft, or other acts or omissions of an Employee in
connection with offers or sales of securities issued by an Insured Fund if
such Employee (a) is an employee of that Fund or of its investment adviser,
principal underwriter, or affiliated transfer agent, and (b) who is
communicating with purchasers of such securities only in person in an office
of an Insured or by telephone or in writing, and (c) does not receive
commissions on such sales; PROVIDED, that such Dishonest or Fraudulent Acts,
Theft, or other acts or omissions do not involve, and such loss does not
arise from, a statement or representation which is NOT (1) contained in a
currently effective prospectus regarding such securities, which has been
filed with the Securities and Exchange Commission, or (2) made as part of a
scripted response to a question regarding that Fund or such securities, if
the script has been filed with, and not objected to by, the Financial
Industry Regulatory Authority, and if the entire scripted response has been
read to the caller, and if any response concerning the performance of such
securities is not outdated.
Except as above stated, nothing herein shall be held to alter, waive or
extend any of the terms of this Bond.[OBJECT OMITTED]
ICI MUTUAL INSURANCE COMPANY,
A RISK RETENTION GROUP
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 7
------------------------------------------------------------------------------
INSURED BOND NUMBER
87170109B
FRANKLIN RESOURCES, INC.
------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
JUNE 30, 2009 JUNE 30, 2009 TO JUNE 30, 2010 /s/ CATHERINE DALTON
==============================================================================
In consideration of the premium charged for this Bond, it is hereby
understood and agreed that this Bond does not cover any loss resulting from
or in connection with the acceptance of any Third Party Check, unless
(1) such Third Party Check is used to open or increase an account
which is registered in the name of one or more of the payees on
such Third Party Check, and
(2) reasonable efforts are made by the Insured, or by the entity
receiving Third Party Checks on behalf of the Insured, to verify
all endorsements on all Third Party Checks made payable in amounts
greater than $100,000 (provided, however, that the isolated
failure to make such efforts in a particular instance will not
preclude coverage, subject to the exclusions herein and in the
Bond),
and then only to the extent such loss is otherwise covered under this Bond.
For purposes of this Rider, "Third Party Check" means a check made payable to
one or more parties and offered as payment to one or more other parties.
It is further understood and agreed that notwithstanding anything to the
contrary above or elsewhere in the Bond, this Bond does not cover any loss
resulting from or in connection with the acceptance of a Third Party Check
where:
(1) any payee on such Third Party Check reasonably appears to be a
corporation or other entity; or
(2) such Third Party Check is made payable in an amount greater than
$100,000 and does not include the purported endorsements of all
payees on such Third Party Check.
It is further understood and agreed that this Rider shall not apply with
respect to any coverage that may be available under Insuring Agreement A,
"Fidelity."
Except as above stated, nothing herein shall be held to alter, waive or
extend any of the terms of this Bond.[OBJECT OMITTED]
ICI MUTUAL INSURANCE COMPANY,
A RISK RETENTION GROUP
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 8
------------------------------------------------------------------------------
INSURED BOND NUMBER
87170109B
FRANKLIN RESOURCES, INC.
------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
JUNE 30, 2009 JUNE 30, 2009 TO JUNE 30, 2010 /s/ CATHERINE DALTON
==============================================================================
In consideration of the premium charged for this Bond, it is hereby
understood and agreed that no termination or cancellation of this Bond as an
entirety, whether by or at the request of the Insured or Underwriter, shall
take effect prior to the expiration of thirty (30) days after written notice
of such termination or cancellation of such Bond as an entirety has been
filed with the Arkansas Securities Commissioner, Arkansas Securities
Division, Heritage West Building, 3rd Floor, 201 East Markham, Little Rock,
Arkansas 72201.
Except as above stated, nothing herein shall be held to alter, waive or
extend any of the terms of this Bond.[OBJECT OMITTED]
ICI MUTUAL INSURANCE COMPANY,
A RISK RETENTION GROUP
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 9
------------------------------------------------------------------------------
INSURED BOND NUMBER
87170109B
FRANKLIN RESOURCES, INC.
------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
JUNE 30, 2009 JUNE 30, 2009 TO JUNE 30, 2010 /s/ CATHERINE DALTON
==============================================================================
In consideration of the premium charged for this Bond, it is hereby
understood and agreed that notwithstanding anything to the contrary in this
Bond (including Insuring Agreement I), this Bond does not cover loss caused
by a Phone/Electronic Transaction requested:
o by wireless device transmissions over the Internet (including any
connected or associated intranet or extranet),
except insofar as such loss is covered under Insuring Agreement A "Fidelity"
of this Bond.
It is further understood and agreed that, for the purposes of this Rider, a
transmission of a Phone/Electronic Transaction request over the Internet
shall not be deemed to be a "wireless device transmission" solely by virtue
of an individual retail shareholder's use of a personal wireless device
(e.g., a PDA, Blackberry, cell phone, or wireless access point on such
shareholder's home network) to effect transmission of such request to the
shareholder's Internet service provider.
Except as above stated, nothing herein shall be held to alter, waive, or
extend any of the terms of this Bond.
ICI MUTUAL INSURANCE COMPANY,
A RISK RETENTION GROUP
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 10
------------------------------------------------------------------------------
INSURED BOND NUMBER
87170109B
FRANKLIN RESOURCES, INC.
------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
JUNE 30, 2009 JUNE 30, 2009 TO JUNE 30, 2010 /s/ CATHERINE DALTON
==============================================================================
FINRA BOND RIDER
In consideration of the premium charged for this Bond, it is hereby
understood and agreed that with respect to Templeton Franklin Investment
Services, Inc. ONLY, this Bond is amended as follows:
1. For purposes of Insuring Agreement C ("On Premises"), Sections 2
("Exclusions"), and Section 6 ("Valuation of Property"), "Property" shall
be deemed to include furnishings, fixtures, supplies, and equipment
located within the office of and owned by the Insured; and
2. For purposes of Insuring Agreement C ("On Premises"), "Mysterious
Disappearances" shall be deemed to include "misplacement."
3. The last sentence of Section 1.I ("Definitions - `Employee") and Section
2.M are deleted; and
4. The following statement is added to the Bond: "The Underwriter will use
its best efforts to promptly notify the Financial Industry Regulatory
Authority, Inc. in the event the Bond is cancelled, terminated or
substantially modified. Failure to make such notification shall not
impair or delay the effectiveness of any such cancellation, termination or
substantial modification."; and
5. The first sentence of the second paragraph of Section 13 ("Termination")
is amended to read as follows: "The Insured may terminate this Bond only
by written notice to the Underwriter prior to the effective date of the
termination, with such effective date specified in the notice;" and
6. With respect to the following Insuring Agreements, Item 3 of the
Declarations is modified to read as follows:
Deductible
Amount
Insuring Agreement A - Fidelity $5,000
Insuring Agreement B - Audit Expense $5,000
Insuring Agreement C - On Premises $5,000
Insuring Agreement D - In Transit $5,000
Insuring Agreement E - Forgery or Alteration $5,000
Insuring Agreement F - Securities $5,000
Insuring Agreement G - Counterfeit Currency $5,000
It is further understood and agreed, the Underwriter will use its best
efforts to notify the Financial Industry Regulatory Authority, Inc. within 30
days in the event the Bond is substantially modified, terminated or
canceled.
Except as above stated, nothing herein shall be held to alter, waive or
extend any of the terms of this Bond.
ICI MUTUAL INSURANCE COMPANY,
A RISK RETENTION GROUP
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 11
------------------------------------------------------------------------------
INSURED BOND NUMBER
87170109B
FRANKLIN RESOURCES, INC.
------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
JUNE 30, 2009 JUNE 30, 2009 TO JUNE 30, 2010 /s/ CATHERINE DALTON
==============================================================================
FINRA BOND RIDER
In consideration of the premium charged for this Bond, it is hereby
understood and agreed that with respect to Franklin Templeton Distributors,
Inc. ONLY, this Bond is amended as follows:
1. For purposes of Insuring Agreement C ("On Premises"), Sections 2
("Exclusions"), and Section 6 ("Valuation of Property"), "Property" shall
be deemed to include furnishings, fixtures, supplies, and equipment
located within the office of and owned by the Insured; and
2. For purposes of Insuring Agreement C ("On Premises"), "Mysterious
Disappearances" shall be deemed to include "misplacement."
3. The last sentence of Section 1.I ("Definitions - `Employee") and Section
2.M are deleted; and
4. The following statement is added to the Bond: "The Underwriter will use
its best efforts to promptly notify the Financial Industry Regulatory
Authority, Inc. in the event the Bond is cancelled, terminated or
substantially modified. Failure to make such notification shall not
impair or delay the effectiveness of any such cancellation, termination or
substantial modification."; and
5. The first sentence of the second paragraph of Section 13 ("Termination")
is amended to read as follows: "The Insured may terminate this Bond only
by written notice to the Underwriter prior to the effective date of the
termination, with such effective date specified in the notice;" and
6. With respect to the following Insuring Agreements, Item 3 of the
Declarations is modified to read as follows:
Deductible
Amount
Insuring Agreement A - Fidelity $100,000
Insuring Agreement B - Audit Expense $100,000
Insuring Agreement C - On Premises $100,000
Insuring Agreement D - In Transit $100,000
Insuring Agreement E - Forgery or Alteration $100,000
Insuring Agreement F - Securities $100,000
Insuring Agreement G - Counterfeit Currency $100,000
It is further understood and agreed, the Underwriter will use its best
efforts to notify the Financial Industry Regulatory Authority, Inc. within 30
days in the event the Bond is substantially modified, terminated or
canceled.
Except as above stated, nothing herein shall be held to alter, waive or
extend any of the terms of this Bond.
ICI MUTUAL INSURANCE COMPANY,
A RISK RETENTION GROUP
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 12
------------------------------------------------------------------------------
INSURED BOND NUMBER
87170109B
FRANKLIN RESOURCES, INC.
------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
JUNE 30, 2009 JUNE 30, 2009 TO JUNE 30, 2010 /s/ CATHERINE DALTON
==============================================================================
In consideration of the premium charged for this Bond, it is hereby
understood and agreed that the definition of "Employee" in Section 1.I(6) of
this Bond shall be amended to include any individual assigned, on a
contingent or part-time basis, to perform the usual duties of an employee in
any office of the Insured, PROVIDED that in the case of an individual
assigned other than by an agency furnishing temporary personnel, such
individual has passed a Successful Background Check conducted by or on behalf
of the Insured.
It is further understood and agreed that for purposes of this rider, a
"Successful Background Check" shall mean a background check (including
contact with the individual's previous employers and personal references and
utilization of a private investigation agency), which results in a
determination by the Insured that the individual has satisfied the security
criteria established by the Insured for hiring employees on a permanent
basis.
Except as above stated, nothing herein shall be held to alter, waive or
extend any of the terms of this Bond.[OBJECT OMITTED]
ICI MUTUAL INSURANCE COMPANY,
A RISK RETENTION GROUP
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 13
------------------------------------------------------------------------------
INSURED BOND NUMBER
87170109B
FRANKLIN RESOURCES, INC.
------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
JUNE 30, 2009 JUNE 30, 2009 TO JUNE 30, 2010 /s/ CATHERINE DALTON
==============================================================================
In consideration of the premium charged for this Bond, it is hereby
understood and agreed that:
1. At the written request of the named Insured, any payment in satisfaction
of loss covered by said bond involving money or other Property in which
the Pennsylvania Public School Employees' Retirement System has an
interest shall be paid by an instrument issued to that organization and
the named Insured as joint loss payees, subject to the following
conditions and limitation:
A. The attached bond is for the sole use and benefit of the named
Insured as expressed herein. The organization named above shall not
be considered as an Insured under the bond, nor shall it otherwise
have any rights or benefits under said bond.
B. Notwithstanding any payment made under the terms of this rider or
the execution of more than one of such similar rider, the amount
paid for any one loss occurrence or otherwise in accordance with the
terms of this bond shall not exceed the limits of liability as set
forth in the Declarations Page.
C. Nothing herein is intended to alter the terms, conditions and
limitations of the bond.
2. Should this bond be canceled, reduced, non-renewed or restrictively
modified by the Underwriter, the Underwriter will endeavor to give thirty
(30) days advance notice to the organization named above, but failure to
do so shall not impair or delay the effectiveness of any such
cancellation, reduction, non-renewal, or restrictive modification, nor
shall the Underwriter be held liable in any way.
3. Should this bond be canceled or reduced at the request of the Insured, the
Underwriter will endeavor to notify the organization named above of such
cancellation or reduction, within 10 business days after receipt of such
request, but failure to do so shall not impair or delay the effectiveness
of such cancellation or reduction, nor shall the Underwriter be held
liable in any way.
Except as above stated, nothing herein shall be held to alter, waive or
extend any of the terms of this Bond.
ICI MUTUAL INSURANCE COMPANY,
A RISK RETENTION GROUP
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 14
------------------------------------------------------------------------------
INSURED BOND NUMBER
87170109B
FRANKLIN RESOURCES, INC.
------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
JUNE 30, 2009 JUNE 30, 2009 TO JUNE 30, 2010 /s/ CATHERINE DALTON
==============================================================================
In consideration of the premium charged for this Bond, it is hereby
understood and agreed that the sixth paragraph of Section 13 of this Bond is
amended to read as follows:
"For purposes of this section, detection occurs when any professional
employee of the Legal, Compliance or Risk Management Departments of the
Insured, who is not in collusion with such Employee, becomes aware that
the Employee has committed any Dishonest or Fraudulent Act(s) or Theft."
Except as above stated, nothing herein shall be held to alter, waive or
extend any of the terms of this Bond.
ICI MUTUAL INSURANCE COMPANY,
A RISK RETENTION GROUP
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 15
------------------------------------------------------------------------------
INSURED BOND NUMBER
87170109B
FRANKLIN RESOURCES, INC.
------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
JUNE 30, 2009 JUNE 30, 2009 TO JUNE 30, 2010 /s/ CATHERINE DALTON
==============================================================================
In consideration of the premium charged for this Bond, it is hereby
understood and agreed that Section 2.H of this Bond is amended to read as
follows:
"H. Loss in the form of (1) damages of any type for which the Insured is
legally liable, except direct compensatory damages or punitive damages, or
(2) taxes, fines, or penalties, including without limitation two-thirds of
treble damage awards pursuant to judgments under any statute or
regulation."
Nothing herein contained shall be held to vary, alter, waive or extend any of
the terms, conditions, provisions, agreements or limitations of this Bond
other than as above stated.
ICI MUTUAL INSURANCE COMPANY,
A RISK RETENTION GROUP
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 16
------------------------------------------------------------------------------
INSURED BOND NUMBER
87170109B
FRANKLIN RESOURCES, INC.
------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
JUNE 30, 2009 JUNE 30, 2009 TO JUNE 30, 2010 /s/ CATHERINE DALTON
==============================================================================
In consideration of the premium charged for this Bond, it is hereby
understood and agreed that:
1. This Bond shall not be subject to cancellation except after notice in
writing shall have been not less than thirty (30) days prior to the
effective date thereof by certified mail, return receipt requested,
addressed to the City Attorney at:
City Attorney
City of Los Angeles
c/o City Employees' Retirement System
360 East Second Street, 8th Floor
Los Angeles, CA 90012-4207
2. This Company agrees to waive all rights of subrogation against the City
of Los Angeles, its departments, officers, agents, and employees.
Except as above stated, nothing herein shall be held to alter, waive or
extend any of the terms of this Bond.
ICI MUTUAL INSURANCE COMPANY,
A RISK RETENTION GROUP
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 17
------------------------------------------------------------------------------
INSURED BOND NUMBER
87170109B
FRANKLIN RESOURCES, INC.
------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
JUNE 30, 2009 JUNE 30, 2009 TO JUNE 30, 2010 /s/ CATHERINE DALTON
==============================================================================
FINRA BOND RIDER
In consideration of the premium charged for this Bond, it is hereby
understood and agreed that with respect to Franklin Templeton Financial
Services Corp. ONLY, this Bond is amended as follows:
1. For purposes of Insuring Agreement C ("On Premises"), Sections 2
("Exclusions"), and Section 6 ("Valuation of Property"), "Property" shall
be deemed to include furnishings, fixtures, supplies, and equipment
located within the office of and owned by the Insured; and
2. For purposes of Insuring Agreement C ("On Premises"), "Mysterious
Disappearances" shall be deemed to include "misplacement."
3. The last sentence of Section 1.I ("Definitions - `Employee") and Section
2.M are deleted; and
4. The following statement is added to the Bond: "The Underwriter will use
its best efforts to promptly notify the Financial Industry Regulatory
Authority, Inc. in the event the Bond is cancelled, terminated or
substantially modified. Failure to make such notification shall not
impair or delay the effectiveness of any such cancellation, termination or
substantial modification."; and
5. The first sentence of the second paragraph of Section 13 ("Termination")
is amended to read as follows: "The Insured may terminate this Bond only
by written notice to the Underwriter prior to the effective date of the
termination, with such effective date specified in the notice;" and
6. With respect to the following Insuring Agreements, Item 3 of the
Declarations is modified to read as follows:
Deductible
Amount
Insuring Agreement A - Fidelity $5,000
Insuring Agreement B - Audit Expense $5,000
Insuring Agreement C - On Premises $5,000
Insuring Agreement D - In Transit $5,000
Insuring Agreement E - Forgery or Alteration $5,000
Insuring Agreement F - Securities $5,000
Insuring Agreement G - Counterfeit Currency $5,000
Except as above stated, nothing herein shall be held to alter, waive or
extend any of the terms of this Bond.[OBJECT OMITTED][OBJECT OMITTED]
ICI MUTUAL INSURANCE COMPANY,
A RISK RETENTION GROUP
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 18
------------------------------------------------------------------------------
INSURED BOND NUMBER
87170109B
FRANKLIN RESOURCES, INC.
------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
JUNE 30, 2009 JUNE 30, 2009 TO JUNE 30, 2010 /s/ CATHERINE DALTON
==============================================================================
In consideration of the premium charged for this Bond, it is hereby
understood and agreed that notwithstanding anything to the contrary in Rider
No. 1 to this Bond, the FTCI Insureds shall be deemed to be Insureds named in
Item 1 of the Declarations.
It is further understood and agreed that with respect to the FTCI Insureds
only, this Bond is modified as follows:
1. INSURING AGREEMENT A, FIDELITY: With regards to any loss to a FTCI
Insured under Insuring Agreement A, Fidelity, arising from Loans and/or
Trading, the Dishonest or Fraudulent Act or Theft required under
Insuring Agreement A must be committed with the intent to obtain, and
must result in, a financial benefit (other than salaries, commissions,
fees, bonuses, awards, profit sharing, pensions or other employee
benefits) for (a) the Employee, or (b) person(s) with whom the Employee
is in collusion if the Employee intended to participate in such
financial benefit.
2. INSURING AGREEMENT D, IN TRANSIT: Employees of Xerox Corporation
authorized by a FTCI Insured to act as a messengers shall be deemed to
be a "Security Company" for purposes of Insuring Agreement D, In
Transit, PROVIDED that such employees have passed the same background
check and security clearance as is customarily required by the FTCI
Insured of its own employees.
3. INSURING AGREEMENT I, PHONE/ELECTRONIC TRANSACTIONS: "Phone/Electronic
Transaction" shall be deemed to include any transfer of funds by a FTCI
Insured from an account of a Client of a FTCI Insured to another
account(s), where such transfer is requested by voice over the
telephone or through a Telefacsimile System by a person purporting to
be a Client of the FTCI Insured or an authorized representative of the
Client, provided that the FTCI Insured receiving such request generally
maintains and follows during the Bond Period those recording and
verification procedures in place as of March 2001 and described to the
Underwriter as of such date.
4. DEFINITIONS, SECTION 1.S: With respect to the FTCI Insureds,
notwithstanding anything to the contrary in the definition of
"Property" set forth in Section 1.S of the Bond, "Property" as defined
in Section 1.S shall be deemed to include jewelry, gems, tangible items
of personal property, and electronic data stored on media for use by
computer programs.
5. SECTION 2. EXCLUSIONS: With respect to FTCI Insureds, the following
additional exclusions are added to Section 2, Exclusions:
(1) Loss resulting directly or indirectly from Trading, with or without the
knowledge of the FTCI Insured, whether or not represented by an
indebtedness or balance shown to be due to FTCI Insured on any customer's
account, actual or fictitious, and notwithstanding any act or omission on
the part of any Employee in connection with any account relating to such
Trading, indebtedness, or balance, except when covered under Insuring
Agreements A, E or F;
(2) Loss of Property contained in customers' safe deposit boxes, except when
the FTCI Insured is legally liable therefor or the loss is covered under
Insuring Agreement A;
(3) (a) Loss through cashing or paying Forged or Altered travelers' checks or
travelers' checks bearing forged endorsements, except when covered under
Insuring Agreement A, and (b) loss of unsold travelers' checks or unsold
money orders placed in the custody of the FTCI Insured with authority to
sell, unless the Insured is legally liable for such loss and such checks or
money orders are later paid or honored by the drawer thereof, except when
covered under Insuring Agreement A;
(4) Loss in the form of a shortage in any teller's cash due to error,
regardless of the amount of such shortage (and any shortage in any teller's
cash which is not in excess of the normal shortage in the tellers' cash in
the office where such shortage shall occur shall be presumed to be due to
error);
(5) Loss involving automated mechanical devices which, on behalf of the FTCI
Insured, disburse money, accept deposits, cash checks, drafts or similar
written instruments or make credit card loans unless (a) such automated
mechanical devices are situated within an office of a FTCI Insured which is
permanently staffed by an Employee whose duties are those usually assigned
to a teller, even though public access to such devices is from outside the
confines of such office, or (b) such automated mechanical devices are not
situated within an office covered above, but in no event shall the
Underwriter be liable under this Bond for loss (including loss of
Property):
(i) as a result of damage to such automated mechanical devices situated
within any office referred to in (a) above resulting from vandalism or
malicious mischief perpetrated from outside such office; or
(ii) as a result of damage to such automated mechanical devices situated on
any premises referred to in (b) above resulting from vandalism or
malicious mischief, or
(iii) as a result of damage to the interior of that portion of a building
on any premises referred to in (b) above to which the public has
access resulting from vandalism or malicious mischief; or
(iv) as a result of failure of such automated mechanical devices to
function
properly; or
(v) through misplacement or mysterious unexplainable disappearance while
such Property is located within any such automated mechanical devices,
or
(vi) to any customer of a FTCI Insured or to any representative of such
customer while such person is on any premises referred to in (b)
above, or
(vii) as a result of the use of credit, debit, charge, access, convenience,
identification or other cards in gaining access to such automated
mechanical devices whether such cards were issued, or purport to have
been issued, by the FTCI Insured or by anyone other than the FTCI
Insured,
except when such loss is covered under Insuring Agreement A.
(6) Loss resulting directly or indirectly from the failure of a
financial or depository institution, or its receiver or
liquidator, to pay or deliver, on demand of the FTCI Insured,
funds or Property of the FTCI Insured held by it in any capacity,
except when covered under Insuring Agreements A or C;
(7) Loss resulting from or involving, directly or indirectly, any
actual or alleged seepage, pollution or contamination of any
kind;
(8) Loss resulting from or involving, directly or indirectly, any
actual or alleged hazardous properties (including, but not
limited to, radiation, toxic or explosive properties) of nuclear
material, including but not limited to, the actual, alleged,
threatened or potential ionizing radiations or contamination by
radioactivity from nuclear fuel, nuclear waste or combustion of
nuclear fuel, or the radioactive, toxic, explosive or hazardous
properties of any explosive nuclear assembly or nuclear or
nuclear component thereof.
It is further understood and agreed that as used in this Rider:
1. "Client" means any corporation, partnership, proprietor, trust or
individual having an account with a FTCI Insured and which has a
written agreement with the FTCI Insured for transfers of funds
through requests made by voice over the telephone or by
Telefacsimile System.
2. "FTCI Insureds" shall mean Fiduciary Trust Company International
("FTCI"), and each of its direct and indirect wholly-owned
subsidiaries, including pension, profit-sharing or other benefit
plans established for employees of FTCI and such subsidiaries.
3. "Loans" shall mean all extensions of credit by a FTCI Insured(s)
and all transactions creating a creditor or lessor relationship in
favor of the FTCI Insured(s) and all transactions by which the FTCI
Insured(s) assumes an existing creditor or lessor relationship.
4. "Trading" means trading or other dealings in securities, commodities,
futures, options, foreign or federal funds, currencies, foreign
exchange and the like.
Except as above stated, nothing herein shall be held to alter, waiver or
extend any of the terms of this Bond.
ICI MUTUAL INSURANCE COMPANY,
A RISK RETENTION GROUP
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 19
------------------------------------------------------------------------------
INSURED BOND NUMBER
87170109B
FRANKLIN RESOURCES, INC.
------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
JUNE 30, 2009 JUNE 30, 2009 TO JUNE 30, 2010 /s/ CATHERINE DALTON
==============================================================================
In consideration of the premium charged for this Bond, it is hereby
understood and agreed that the references in Section 13, Termination, to "not
less than sixty (60) days" shall be modified to read "not less than ninety
(90) days."
Except as above stated, nothing herein shall be held to alter, waive or
extend any of the terms of this Bond.
ICI MUTUAL INSURANCE COMPANY,
A RISK RETENTION GROUP
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 20
------------------------------------------------------------------------------
INSURED BOND NUMBER
87170109B
FRANKLIN RESOURCES, INC.
------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
JUNE 30, 2009 JUNE 30, 2009 TO JUNE 30, 2010 /s/ CATHERINE DALTON
==============================================================================
In consideration for the premium charged for this Bond, it is hereby
understood and agreed that notwithstanding anything to the contrary in this
Bond (including Insuring Agreement I), this Bond does not cover any loss
resulting from any On-Line Redemption(s) or On-Line Purchase(s) involving an
aggregate amount in excess of $250,000 per shareholder account per day.
It is further understood and agreed that, notwithstanding the Limit of
Liability set forth herein or any other provision of this Bond, the Limit of
Liability with respect to any Single Loss caused by an On-Line Transaction
shall be Ten Million Dollars ($10,000,000) and the On-Line Deductible with
respect to Insuring Agreement I is Fifty Thousand Dollars ($50,000).
It is further understood and agreed that notwithstanding Section 8,
Non-Reduction and Non-Accumulation of Liability and Total Liability, or any
other provision of this Bond, the Aggregate Limit of Liability of the
Underwriter under this Bond with respect to any and all loss or losses caused
by On-Line Transactions shall be an aggregate of Ten Million Dollars
($10,000,000) for the Bond Period, irrespective of the total amount of such
loss or losses.
For purposes of this Rider, the following terms shall have the following
meanings:
"On-Line Purchase" means any purchase of shares issued by an Investment
Company, which purchase is requested by computer-to-computer transmissions
over the Internet (including any connected or associated intranet or
extranet) or utilizing modem or similar connections.
"On-Line Redemption" means any redemption of shares issued by an Investment
Company, which redemption is requested by computer-to computer transmissions
over the Internet (including any connected or associated intranet or
extranet) or utilizing modem or similar connections.
"On-Line Transaction" means any Phone/Electronic Transaction requested by
computer-to-computer transmissions over the Internet (including any connected
or associated intranet or extranet) or utilizing modem or similar
connections.
Except as above stated, nothing herein shall be held to alter, waive or
extend any of the terms of this Bond.
ICI MUTUAL INSURANCE COMPANY,
A RISK RETENTION GROUP
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 21
------------------------------------------------------------------------------
INSURED BOND NUMBER
87170109B
FRANKLIN RESOURCES, INC.
------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
JUNE 30, 2009 JUNE 30, 2009 TO JUNE 30, 2010 /s/ CATHERINE DALTON
==============================================================================
Most property and casualty insurers, including ICI Mutual Insurance Company,
a Risk Retention Group ("ICI Mutual"), are subject to the requirements of the
Terrorism Risk Insurance Act of 2002, as amended (the "Act"). The Act
establishes a Federal insurance backstop under which ICI Mutual and these
other insurers will be partially reimbursed for future "INSURED LOSSES"
resulting from certified "ACTS OF TERRORISM." (Each of these BOLDED TERMS is
defined by the Act.) The Act also places certain disclosure and other
obligations on ICI Mutual and these other insurers.
Pursuant to the Act, any future losses to ICI Mutual caused by certified
"ACTS OF TERRORISM" will be partially reimbursed by the United States
government under a formula established by the Act. Under this formula, the
United States government will reimburse ICI Mutual for 90% of ICI Mutual's
"INSURED LOSSES" in excess of a statutorily established deductible until
total insured losses of all participating insurers reach $100 billion. If
total "insured losses" of all property and casualty insurers reach $100
billion during any applicable period, the Act provides that the insurers will
not be liable under their policies for their portions of such losses that
exceed such amount. Amounts otherwise payable under this bond may be reduced
as a result.
This bond has no express exclusion for "ACTS OF TERRORISM." However,
coverage under this bond remains subject to all applicable terms, conditions
and limitations of the bond (including exclusions) that are permissible
under the Act. The portion of the premium that is attributable to any
coverage potentially available under the bond for "ACTS OF TERRORISM" is one
percent (1%).
ICI MUTUAL INSURANCE COMPANY,
A RISK RETENTION GROUP
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 22
------------------------------------------------------------------------------
INSURED BOND NUMBER
87170109B
FRANKLIN RESOURCES, INC.
------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
JUNE 30, 2009 JUNE 30, 2009 TO JUNE 30, 2010 /s/ CATHERINE DALTON
==============================================================================
In consideration of the premium charged for this Bond, it is hereby
understood and agreed that notwithstanding anything to the contrary in Rider
1, Item 1 of the Declarations, Name of Insured, shall include the following
(each, herein referred to as a "Joint Venture"):
Algebra Capital
Templeton Capital Advisors, Ltd.
Franklin Templeton Sealand Fund Management Company
Franklin/Templeton Securities Investment (Sino Am) Inc.
Franklin Templeton First Taiwan Securities Investment Trust Enterprise
Lightning Asset Finance Ltd.
Lightning Finance Company Limited
China Life Franklin Asset Management Co., Limited
JJF Equity Fund Management Co., Ltd.
Vietcombank Fund Management
It is further understood and agreed that notwithstanding anything to the
contrary in this Bond (including, without limitation, Section 10): (1) the
maximum liability of the Underwriter for any Single Loss sustained by any
Joint Venture shall be limited to that percentage of such Single Loss as is
equal to Franklin Resources, Inc.'s ownership percentage of such Joint
Venture ("Proportionate Loss"), and (2) the Proportionate Loss shall be
subject to the full applicable Deductible Amount set forth in Item 3 of the
Declarations.
It is further understood and agreed that notwithstanding anything to the
contrary above or elsewhere in this Bond (including, without limitation, Item
3 of the Declarations, Section 9, or Section 10), the maximum aggregate
liability of the Underwriter under this Bond with respect to any and all
losses sustained by any and all Joint Ventures shall be Twenty Million
Dollars ($20,000,000).
Except as above stated, nothing herein shall be held to alter, waive or
extend any of the terms of this Bond.[OBJECT OMITTED]
ICI MUTUAL INSURANCE COMPANY,
A RISK RETENTION GROUP
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 23
------------------------------------------------------------------------------
INSURED BOND NUMBER
87170109B
FRANKLIN RESOURCES, INC.
------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
JUNE 30, 2009 JUNE 30, 2009 TO JUNE 30, 2010 /s/ CATHERINE DALTON
==============================================================================
In consideration of the premium charged for this Bond, it is hereby
understood and agreed that:
1. At the written request of the named Insured, any payment in satisfaction
of loss covered by said bond involving money or other Property in which
the Pennsylvania State Employees' Retirement System has an interest shall
be paid by an instrument issued to that organization and the named Insured
as joint loss payees, subject to the following conditions and limitation:
A. The attached bond is for the sole use and benefit of the named
Insured as expressed herein. The organization named above shall not
be considered as an Insured under the bond, nor shall it otherwise
have any rights or benefits under said bond.
B. Notwithstanding any payment made under the terms of this rider or
the execution of more than one of such similar rider, the amount
paid for any one loss occurrence or otherwise in accordance with the
terms of this bond shall not exceed the limits of liability as set
forth in the Declarations Page.
C. Nothing herein is intended to alter the terms, conditions and
limitations of the bond.
2. Should this bond be canceled, reduced, non-renewed or restrictively
modified by the Underwriter, the Underwriter will endeavor to give thirty
(30) days advance notice to the organization named above, but failure to
do so shall not impair or delay the effectiveness of any such
cancellation, reduction, non-renewal, or restrictive modification, nor
shall the Underwriter be held liable in any way.
3. Should this bond be canceled or reduced at the request of the Insured, the
Underwriter will endeavor to notify the organization named above of such
cancellation or reduction, within 10 business days after receipt of such
request, but failure to do so shall not impair or delay the effectiveness
of such cancellation or reduction, nor shall the Underwriter be held
liable in any way.
Except as above stated, nothing herein shall be held to alter, waive or
extend any of the terms of this Bond.
ICI MUTUAL INSURANCE COMPANY,
A RISK RETENTION GROUP
INVESTMENT COMPANY BLANKET BOND
RIDER NO. 24
------------------------------------------------------------------------------
INSURED BOND NUMBER
87170109B
FRANKLIN RESOURCES, INC.
------------------------------------------------------------------------------
EFFECTIVE DATE BOND PERIOD AUTHORIZED REPRESENTATIVE
JUNE 30, 2009 JUNE 30, 2009 TO JUNE 30, 2010 /s/ CATHERINE DALTON
==============================================================================
In consideration of the premium charged for this Bond, it is hereby
understood and agreed that:
1. In the event that a loss is covered under more than one bond
issued to Franklin Resources, Inc. or any affiliates thereof
issued by ICI Mutual Insurance Company, the total liability of
ICI Mutual Insurance Company under all implicated bonds in
combination shall not exceed the applicable Limit of Liability
of the largest of the implicated bonds. In no event shall the
applicable Limits of Liability of each of the implicated bonds
be added together or otherwise combined to determine the total
liability of ICI Mutual Insurance Company.
Except as above stated, nothing herein shall be held to alter, waive or
extend any of the terms of this Bond.[OBJECT OMITTED]
CERTIFICATE OF SECRETARY
Franklin California Tax-Free Income Fund
Franklin California Tax-Free Trust
Franklin Custodian Funds
Franklin Federal Tax-Free Income Fund
Franklin Floating Rate Master Trust
Franklin Global Trust
Franklin Gold and Precious Metals Fund
Franklin High Income Trust
Franklin Investors Securities Trust
Franklin Managed Trust
Franklin Money Fund
Franklin Municipal Securities Trust
Franklin Mutual Recovery Fund
Franklin Mutual Series Funds
Franklin New York Tax-Free Income Fund
Franklin New York Tax-Free Trust
Franklin Real Estate Securities Trust
Franklin Strategic Mortgage Portfolio
Franklin Strategic Series
Franklin Tax-Exempt Money Fund
Franklin Tax-Free Trust
Franklin Templeton Fund Allocator Series
Franklin Templeton Global Trust
Franklin Templeton International Trust
Franklin Templeton Limited Duration Income Trust
Franklin Templeton Money Fund Trust
Franklin Templeton Variable Insurance Products
Trust
Franklin Universal Trust
Franklin Value Investors Trust
Institutional Fiduciary Trust
The Money Market Portfolios
I, Karen S. Skidmore, Vice President and Secretary or Assistant Secretary of the
above referenced investment companies (each, together with its respective
series, a "Fund" or "Funds") hereby certify that the following is a true and
correct copy of resolutions duly adopted by the Board of Trustees of each Fund,
including a majority of the Trustees who are not "interested persons" of the
Funds, as such term is defined in the Investment Company Act of 1940, at a
meeting of Trustees of the Funds held on May 19, 2009 and further certify that
said resolutions are in full force and effect in all respects:
RESOLVED, that after consideration of the value of the aggregate assets of
the Funds to which any covered person (as defined in Rule 17g-1) may have
access, the type and terms of the arrangements made for the custody and
safekeeping of such assets and the nature of the securities in the Funds'
portfolios, among other factors, the proposed joint fidelity bond coverage
for the Franklin Templeton Group of Funds and Franklin Templeton non-SEC
registered funds be continued with ICI Mutual, subject to a reduction in
the amount of the joint fidelity bond coverage to $90,000,000 under
arrangements providing for a specifically allocated priority
layer of $65,000,000 coverage for the Funds and other members of the SEC
registered Franklin Templeton Group of Funds, and subject to ongoing
review; and
FURTHER RESOLVED, that the proposal to revise the calculation method for
determining the aggregate fidelity bond limit from the "per series" method
to the "per registrant" method be, and it hereby is, approved; and
FURTHER RESOLVED, in accordance with the provisions of subparagraph
(e) of Rule 17g-1 under the 1940 Act, and after consideration of the
number of other parties named as insureds, the nature of the business
activities of such other parties, the amount of the joint insured bond,
the amount of the premium for such bond, the ratable allocation of the
premium among all parties named as insureds and the extent to which the
share of the premium allocated to each Fund is less than the premium such
Fund would have had to pay if it had provided and maintained a single
insured bond, among other factors, the portion of the premium for said
bond to be paid by each Fund be, and it hereby is, approved as to amount
and shall be the portion of the allocable premiums paid by all covered
investment companies constituting the Franklin Templeton Group of
Funds equal to the percentage that the Fund's assets represent in respect
to the assets of all of such covered investment companies in the
aggregate; and
FURTHER RESOLVED, that the existing Amended and Restated Allocation
Agreement between the Funds and the other covered persons under the bond
relating to the sharing of premiums and division of insurance proceeds in
the event of a joint fidelity loss, as required by subparagraph (f) of
Rule 17g-1, and reflecting the provisions of said bond, is hereby approved
and continued; and
FURTHER RESOLVED, that any appropriate officer of the Funds be, and he or
she hereby is, authorized, empowered and directed to make such filings
with the SEC as may be required from time to time pursuant to Rules under
the 1940 Act.
/s/ Karen L. Skidmore
Vice President and
Secretary or
Assistant Secretary
Dated: SEPTEMBER 22, 2009
CERTIFICATE OF ASSISTANT SECRETARY OF
TEMPLETON CHINA WORLD FUND
TEMPLETON DEVELOPING MARKETS TRUST
TEMPLETON DRAGON FUND, INC.
TEMPLETON EMERGING MARKETS FUND
TEMPLETON EMERGING MARKETS INCOME FUND
TEMPLETON FUNDS
TEMPLETON GLOBAL INCOME FUND
TEMPLETON GLOBAL INVESTMENT TRUST
TEMPLETON GLOBAL OPPORTUNITIES TRUST
TEMPLETON GLOBAL SMALLER COMPANIES FUND
TEMPLETON GROWTH FUND, INC.
TEMPLETON INCOME TRUST
TEMPLETON INSTITUTIONAL FUNDS
TEMPLETON RUSSIA AND EAST EUROPEAN FUND, INC.
I, Lori A. Weber, Assistant Secretary of the above referenced investment
companies (each, together with its respective series, a "Fund" or "Funds"),
hereby certify that the following is a true and correct copy of resolutions duly
adopted by the Board of Directors/Trustees of each Fund, including a majority of
the Directors/Trustees who are not "interested persons" of the Fund, as such
term is defined in the Investment Company Act of 1940 (the "1940 Act"), at the
regular meetings of Directors/Trustees of the Funds held on May 19, 2009, and
further certify that said resolutions are in full force and effect in all
respects,[ subject to final approval by the Board of Directors/Trustees of the
minutes of such meetings]:
RESOLVED, that after consideration of the value of the aggregate assets of
the Funds to which any covered person (as defined in Rule 17g-1) may have
access, the type and terms of the arrangements made for the custody and
safekeeping of such assets and the nature of the securities in the Funds'
portfolios, among other factors, the proposed joint fidelity bond coverage
for the Franklin Templeton Group of Funds and Franklin Templeton non-SEC
registered funds be continued with ICI Mutual, subject to a reduction in
the amount of the joint fidelity bond coverage to $90,000,000 under
arrangements providing for a specifically allocated priority layer of
$65,000,000 coverage for the Funds and other members of the SEC registered
Franklin Templeton Group of Funds, and subject to ongoing review; and
FURTHER RESOLVED, that the proposal to revise the calculation method for
determining the aggregate fidelity bond limit from the "per series" method
to the "per registrant" method be, and it hereby is, approved; and
FURTHER RESOLVED, in accordance with the provisions of subparagraph (e) of
Rule 17g-1 under the 1940 Act, and after consideration of the number of
other parties named as insureds, the nature of the business activities of
such other parties, the amount of the joint insured bond, the amount of
the premium for such bond, the ratable allocation of the premium among all
parties named as insureds and the extent to which the share of the premium
allocated to each Fund is less than the premium such Fund would have had
to pay if it had provided and maintained a single insured bond, among
other factors, the portion of the premium for said bond to be paid by each
Fund be, and it hereby is, approved as to amount and shall be the portion
of the allocable premiums paid by all covered investment companies
constituting the Franklin Templeton Group of Funds equal to the percentage
that the Fund's assets represent in respect to the assets of all of such
covered investment companies in the aggregate; and
FURTHER RESOLVED, that the existing Amended and Restated Allocation
Agreement between the Funds and the other covered persons under the bond
relating to the sharing of premiums and division of insurance proceeds in
the event of a joint fidelity loss, as required by subparagraph (f) of
Rule 17g-1, and reflecting the provisions of said bond, is hereby approved
and continued; and
FURTHER RESOLVED, that any appropriate officer of the Funds be, and he or
she hereby is, authorized, empowered and directed to make such filings
with the SEC as may be required from time to time pursuant to Rules under
the 1940 Act.
/s/ Robert C. Rosselot
Vice President and Secretary
DATED: August 1, 2009
FRANKLIN TEMPLETON SEC REGISTERED FUNDS
AS OF JUNE 30, 2009
-------------------------------------------------------------------------
TIS# FUND NAME BOND
PREMIUM
6/30/09-6/30/10
-------------------------------------------------------------------------
TEMPLETON FUNDS
31 Templeton World Fund 6,793
37 Templeton Foreign Fund 6,687
TEMPLETON INCOME TRUST
97 Templeton Global Bond Fund 15,097
12052 Templeton International Bond Fund 23
12801 Templeton Global Total Return Fund 31
TEMPLETON INSTITUTIONAL FUNDS
243 Templeton Foreign Equity Series 5,333
540 Templeton Emerging Markets Series 1,723
4562 Templeton Foreign Smaller Companies Series 83
12332 Templeton Global Equity Series 149
FRANKLIN MUTUAL SERIES FUNDS
431 Mutual Beacon Fund 4,287
432 Mutual Global Discovery Fund 13,909
433 Mutual European Fund 1,780
434 Mutual Quest Fund 4,787
435 Mutual Shares Fund 13,995
666 Mutual Financial Services Fund 477
13328 Mutual International Fund 4
FRANKLIN TEMPLETON FUND ALLOCATOR SERIES
723 Franklin Templeton Perspectives Allocation Fund 199
4389 Franklin Templeton 2015 Retirement Target Fund 19
4390 Franklin Templeton 2025 Retirement Target Fund 20
4391 Franklin Templeton 2035 Retirement Target Fund 11
4392 Franklin Templeton 2045 Retirement Target Fund 7
4467 Franklin Templeton Corefolio Allocation Fund 419
Franklin Templeton Founding Funds Allocation
4468 Fund 7,690
4484 Franklin Templeton Conservative Target Fund 604
4485 Franklin Templeton Moderate Target Fund 898
4486 Franklin Templeton Growth Target Fund 532
INSTITUTIONAL FIDUCIARY TRUST
4149 Franklin Cash Reserves Fund 156
4340 Money Market Portfolio 5,640
FRANKLIN VALUE INVESTORS TRUST
4150 Franklin Balance Sheet Investment Fund 2,315
4189 Franklin Microcap Value Fund 298
4282 Franklin Small Cap Value Fund 1,024
4297 Franklin Midcap Value Fund 50
4480 Franklin Large Cap Value Fund 120
11579 Franklin All Cap Value Fund 12
TEMPLETON GLOBAL INVESTMENT TRUST
4290 Templeton Income Fund 1,030
4398 Templeton Emerging Markets Small Cap Fund 103
4494 Templeton BRIC Fund 639
12772 Templeton Frontier Markets Fund 12
FRANKLIN STRATEGIC SERIES
4180 Franklin Flex Cap Growth Fund 2,495
4194 Franklin Strategic Income Fund 4,194
4198 Franklin Small-Mid Cap Growth Fund 3,339
4402 Franklin Biotechnology Discovery Fund 307
4403 Franklin Natural Resources Fund 630
4462 Franklin Growth Opportunities Fund 339
4465 Franklin Small Cap Growth Fund 277
12053 Franklin Focused Core Equity Fund 7
FRANKLIN CUSTODIAN FUNDS
4306 Franklin Growth Fund 2,782
4307 Franklin Utilities Fund 2,013
4308 Franklin Dynatech Fund 568
4309 Franklin Income Fund 43,663
4110 Franklin U.S. Government Securities Fund 8,922
FRANKLIN GLOBAL TRUST
Franklin Templeton Emerging Market Debt
4493 Opportunities Fund 112
4496 Franklin Global Real Estate Fund 52
4643 Franklin International Small Cap Growth Fund 22
5567 Franklin Large Cap Equity Fund 50
12517 Franklin International Growth Fund 7
FRANKLIN TAX-FREE TRUST
4318 Franklin Massachusetts Tax-Free Income Fund 552
4319 Franklin Michigan Tax-Free Income Fund 1,604
4320 Franklin Minnesota Tax-Free Income Fund 853
4321 Franklin Insured Tax-Free Income Fund 2,315
4322 Franklin Ohio Tax-Free Income Fund 1,532
4323 Franklin Double Tax-Free Income Fund 555
4726 Franklin Arizona Tax-Free Income Fund 1,106
4327 Franklin Colorado Tax-Free Income Fund 620
4328 Franklin Georgia Tax-Free Income Fund 432
4329 Franklin Pennsylvania Tax-Free Income Fund 1,103
4330 Franklin High Yield Tax-Free Income Fund 6,144
4354 Franklin Federal Limited-Term Tax-Free Fund 232
4360 Franklin Missouri Tax-Free Income Fund 887
4361 Franklin Oregon Tax-Free Income Fund 1,030
4363 Franklin Virginia Tax-Free Income Fund 702
4364 Franklin Alabama Tax-Free Income Fund 287
4365 Franklin Florida Tax-Free Income Fund 1,355
4366 Franklin Connecticut Tax-Free Income Fund 455
4368 Franklin Louisiana Tax-Free Income Fund 350
4369 Franklin Maryland Tax-Free Income Fund 598
4370 Franklin North Carolina Tax-Free Income Fund 1,020
4371 Franklin New Jersey Tax-Free Income Fund 1,454
4172 Franklin Kentucky Tax-Free Income Fund 179
Franklin Federal Intermediate-Term Tax-Free
4174 Income Fund 1,238
FRANKLIN CALIFORNIA TAX-FREE TRUST
Franklin California Insured Tax-Free Income
4324 Fund 2,108
4325 Franklin California Tax-Exempt Money Fund 603
Franklin California Intermediate-Term Tax-Free
4152 Income Fund 607
FRANKLIN NEW YORK TAX-FREE TRUST
4331 Franklin New York Tax-Exempt Money Fund 69
Franklin New York Intermediate-Term Tax-Free
4153 Income Fund 421
4181 Franklin New York Insured Tax-Free Income Fund 528
FRANKLIN INVESTORS SECURITIES TRUST
Franklin Limited Maturity U.S. Government
4336 Securities Fund 412
4337 Franklin Convertible Securities Fund 689
Franklin Adjustable U.S. Government Securities
4338 Fund 1,534
4339 Franklin Equity Income Fund 601
4460 Franklin Total Return Fund 1,923
4489 Franklin Floating Rate Daily Access Fund 1,333
4586 Franklin Balanced Fund 84
4990 Franklin Real Return Fund 370
4991 Franklin Low Duration Total Return Fund 114
FRANKLIN TEMPLETON INTERNATIONAL TRUST
4191 Templeton Foreign Smaller Companies Fund 157
2800 Templeton Global Long-Short Fund 64
12054 Franklin India Growth Fund 57
FRANKLIN MUNICIPAL SECURITIES TRUST
Franklin California High Yield Municipal Bond
4175 Fund 1,271
4220 Franklin Tennessee Municipal Bond Fund 240
FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS
TRUST
155 Templeton Global Asset Allocation Fund 87
381 Templeton Developing Markets Securities Fund 779
523 Templeton Foreign Securities Fund 2,458
4410 Franklin Flex Cap Growth Securities Fund 362
4411 Franklin Large Cap Value Securities Fund 35
4822 Franklin Growth And Income Securities Fund 299
4824 Franklin Global Real Estate Securities Fund 334
4826 Franklin High Income Securities Fund 218
4827 Templeton Global Bond Securities Fund 1,418
4829 Franklin Income Securities Fund 6,438
4830 Franklin U.S. Government Fund 705
4834 Franklin Zero Coupon Fund - 2010 140
4836 Franklin Rising Dividends Securities Fund 1,414
4840 Templeton Growth Securities Fund 2,578
4842 Franklin Small-Mid Cap Growth Securities Fund 793
4843 Franklin Large Cap Growth Securities Fund 408
4845 Mutual Global Discovery Securities Fund 1,375
4846 Mutual Shares Securities Fund 4,118
4848 Franklin Small Cap Value Securities Fund 900
4884 Franklin Strategic Income Securities Fund 1,271
Franklin Templeton VIP Founding Funds
11536 Allocation Fund 1,031
13449 Mutual International Securities Fund 2
INDIVIDUAL FUNDS THAT ARE NOT PART OF A MULTI
SERIES TRUST
30 Templeton Global Smaller Companies Fund 956
105 Templeton Growth Fund Inc 20,880
111 Templeton Emerging Markets Fund 326
146 Templeton Global Income Fund 1,183
201 Templeton Global Opportunities Trust 800
337 Templeton Russia and East European Fund, Inc 84
505 Templeton Developing Markets Trust 3,071
555 Templeton Emerging Markets Income Fund 639
581 Templeton Dragon Fund, Inc 1,241
4002 Franklin Universal Trust 143
Franklin Floating Rate Master Trust - Franklin
4021 Floating Rate Master Series 335
4157 Franklin Strategic Mortgage Portfolio 108
4184 Franklin Money Market Portfolio 8,976
Franklin Real Estate Securities Trust -
4192 Franklin Real Estate Securities Fund 180
Franklin Templeton Global Trust - Franklin
4212 Templeton Hard Currency Fund 468
4301 Franklin Gold And Precious Metals Fund 1,802
Franklin High Income Trust - Franklin High
4305 Income Fund 2,635
4311 Franklin Money Fund 2,691
4312 Franklin California Tax-Free Income Fund 13,910
4314 Franklin Tax-Exempt Money Fund 168
4315 Franklin New York Tax-Free Income Fund 5,915
4316 Franklin Federal Tax-Free Income Fund 9,818
4358 Franklin Managed Trust Rising Dividends Fund 1,783
4447 Franklin Mutual Recovery Fund 185
Franklin Templeton Limited Duration Income
4472 Trust MKT 331
4473 Templeton China World Fund 939
4511 Franklin Templeton Money Fund Trust 485
FRANKLIN TEMPLETON SEC REGISTERED FUNDS
AS OF JUNE 30, 2009
------------------------------------------------------------------------------------------------
TRUST TOTAL
FUND AUM AUM
(IN $ (IN $ 17G-1 REQUIRED
TIS# FUND NAME MILLIONS) MILLIONS) BOND LIMIT
------------------------------------------------------------------------------------------------
31 Templeton World Fund 5,303.8
37 Templeton Foreign Fund 5,220.5
TEMPLETON FUNDS (2) 10,524.3 2,500,000
97 Templeton Global Bond Fund 14,330.3
12052 Templeton International Bond Fund 21.7
12801 Templeton Global Total Return Fund 29.1
TEMPLETON INCOME TRUST (3) 14,381.1 2,500,000
243 Foreign Equity Series 5,061.6
540 Emerging Markets Series 1,344.9
4562 Foreign Smaller Companies Series 78.4
12332 Global Equity Series 141.7
TEMPLETON INSTITUTIONAL FUNDS INC. (4) 6,626.6 2,500,000
431 Mutual Beacon Fund 4,069.4
432 Mutual Global Discovery Fund 13,202.4
433 Mutual European Fund 1,689.7
434 Mutual Quest Fund 4,544.0
435 Mutual Shares Fund 13,283.7
666 Mutual Financial Services Fund 452.8
13328 Mutual International Fund 4.0
FRANKLIN MUTUAL SERIES FUNDS (7) 37,246.0 2,500,000
723 Franklin Templeton Perspectives Allocation Fund 0.4
4389 Franklin Templeton 2015 Retirement Target Fund 1.3
4390 Franklin Templeton 2025 Retirement Target Fund 1.0
4391 Franklin Templeton 2035 Retirement Target Fund (0.0)
4392 Franklin Templeton 2045 Retirement Target Fund (0.0)
4467 Franklin Templeton Corefolio Allocation Fund (1.3)
Franklin Templeton Founding Funds Allocation
4468 Fund (141.0)
4484 Franklin Templeton Conservative Target Fund 112.2
4485 Franklin Templeton Moderate Target Fund 82.0
4486 Franklin Templeton Growth Target Fund 26.6
FRANKLIN TEMPLETON FUND ALLOCATOR SERIES (10) 81.1 450,000
4149 Franklin Cash Reserves Fund 147.7
4340 Money Market Portfolio 1,287.0
INSTITUTIONAL FIDUCIARY TRUST (2) 1,434.6 1,250,000
4150 Franklin Balance Sheet Investment Fund 2,197.1
4189 Franklin Microcap Value Fund 282.5
4282 Franklin Small Cap Value Fund 972.2
4297 Franklin Midcap Value Fund 47.5
4480 Franklin Large Cap Value Fund 114.2
11579 Franklin All Cap Value Fund 11.5
FRANKLIN VALUE INVESTORS TRUST (6) 3,625.0 2,300,000
4290 Templeton Income Fund 803.9
4398 Templeton Emerging Markets Small Cap Fund 80.3
4494 Templeton BRIC Fund 498.8
12772 Templeton Frontier Markets Fund 9.7
TEMPLETON GLOBAL INVESTMENT TRUST (4) 1,392.8 1,250,000
4180 Franklin Flex Cap Growth Fund 2,367.9
4194 Franklin Strategic Income Fund 3,476.7
4198 Franklin Small-Mid Cap Growth Fund 3,168.9
4402 Franklin Biotechnology Discovery Fund 291.2
4403 Franklin Natural Resources Fund 598.4
4462 Franklin Growth Opportunities Fund 322.1
4465 Franklin Small Cap Growth Fund 262.8
12053 Franklin Focused Core Equity Fund 6.2
FRANKLIN STRATEGIC SERIES (8) 10,494.1 2,500,000
4306 Franklin Growth Fund 2,640.6
4307 Franklin Utilities Fund 1,910.4
4308 Franklin Dynatech Fund 539.2
4309 Franklin Income Fund 41,444.8
4110 Franklin U.S. Government Securities Fund 8,468.5
FRANKLIN CUSTODIAN FUNDS (5) 55,003.5 2,500,000
Franklin Templeton Emerging Market Debt
4493 Opportunity Fund 87.5
4496 Franklin Global Real Estate Fund 49.6
4643 Franklin International Small Cap Growth Fund 20.8
5567 Franklin Large Cap Equity Fund 47.7
12517 Franklin International Growth Fund 6.7
FRANKLIN GLOBAL TRUST (5) 212.3 600,000
4318 Franklin Massachusetts Tax-Free Income Fund 523.5
4319 Franklin Michigan Tax-Free Income Fund 1,522.3
4320 Franklin Minnesota Tax-Free Income Fund 809.3
4321 Franklin Insured Tax-Free Income Fund 2,197.6
4322 Franklin Ohio Tax-Free Income Fund 1,454.3
4323 Franklin Double Tax-Free Income Fund 526.9
4726 Franklin Arizona Tax-Free Income Fund 1,050.1
4327 Franklin Colorado Tax-Free Income Fund 588.7
4328 Franklin Georgia Tax-Free Income Fund 410.3
4329 Franklin Pennsylvania Tax-Free Income Fund 1,046.5
4330 Franklin High Yield Tax-Free Income Fund 5,832.0
4354 Franklin Federal Limited-Term Tax-Free Fund 220.7
4360 Franklin Missouri Tax-Free Income Fund 842.1
4361 Franklin Oregon Tax-Free Income Fund 977.6
4363 Franklin Virginia Tax-Free Income Fund 666.8
4364 Franklin Alabama Tax-Free Income Fund 272.8
4365 Franklin Florida Tax-Free Income Fund 1,285.9
4366 Franklin Connecticut Tax-Free Income Fund 432.3
4368 Franklin Louisiana Tax-Free Income Fund 332.2
4369 Franklin Maryland Tax-Free Income Fund 567.5
4370 Franklin North Carolina Tax-Free Income Fund 968.1
4371 Franklin New Jersey Tax-Free Income Fund 1,379.9
4172 Franklin Kentucky Tax-Free Income Fund 169.6
Franklin Federal Intermediate-Term Tax-Free
4174 Income Fund 1,175.1
FRANKLIN TAX-FREE TRUST (24) 25,251.8 2,500,000
4324 Franklin California Insured Tax-Free Income Fund 2,001.1
4325 Franklin California Tax-Exempt Money Fund 572.2
Franklin California Intermediate-Term Tax-Free
4152 Income Fund 576.3
FRANKLIN CALIFORNIA TAX-FREE TRUST (3) 3,149.7 2,100,000
4331 Franklin New York Tax-Exempt Money Fund 65.4
Franklin New York Intermediate-Term Tax-Free
4153 Income Fund 399.4
4181 Franklin New York Insured Tax-Free Income Fund 500.9
FRANKLIN NEW YORK TAX-FREE TRUST (3) 965.7 1,000,000
Franklin Limited Maturity US Government
4336 Securities Fund 399.8
4337 Franklin Convertible Securities Fund 653.7
Franklin Adjustable U.S. Government Securities
4338 Fund 1,456.2
4339 Franklin Equity Income Fund 570.3
4460 Franklin Total Return Fund 1,825.3
4489 Franklin Floating Rate Daily Access Fund 1,264.8
4586 Franklin Balanced Fund 79.5
4990 Franklin Real Return Fund 350.8
4991 Franklin Low Duration Total Return Fund 108.1
FRANKLIN INVESTORS SECURITIES TRUST (9) 6,708.5 2,500,000
4191 Templeton Foreign Smaller Companies Fund 122.4
2800 Templeton Global Long-Short Fund 61.0
12054 Franklin India Growth Fund 54.2
FRANKLIN TEMPLETON INTERNATIONAL TRUST (3) 237.6 600,000
Franklin California High Yield Municipal Bond
4175 Fund 1,206.9
4220 Franklin Tennessee Municipal Bond Fund 227.5
FRANKLIN MUNICIPAL SECURITIES TRUST (2) 1,434.4 1,250,000
155 Templeton Global Asset Allocation Fund 82.7
381 Templeton Developing Markets Securities Fund 607.9
523 Templeton Foreign Securities Fund 2,332.9
4410 Franklin Flex Cap Growth Securities Fund 343.2
4411 Franklin Large Cap Value Securities Fund 33.2
4822 Franklin Growth and Income Securities Fund 284.0
4824 Franklin Global Real Estate Securities Fund 317.2
4826 Franklin High Income Securities Fund 206.9
4827 Templeton Global Bond Securities Fund 1,345.8
4829 Franklin Income Securities Fund 6,124.6
4830 Franklin U.S. Government Fund 668.9
4834 Franklin Zero Coupon Fund - 2010 132.9
4836 Franklin Rising Dividends Securities Fund 1,342.1
4840 Templeton Growth Securities Fund 2,012.9
4842 Franklin Small-Mid Cap Growth Securities Fund 752.9
4843 Franklin Large Cap Growth Securities Fund 387.7
4845 Mutual Global Discovery Securities Fund 1,305.3
4846 Mutual Shares Securities Fund 3,909.2
4848 Franklin Small Cap Value Securities Fund 854.0
4884 Franklin Strategic Income Securities Fund 1,206.0
Franklin Templeton VIP Founding Funds
11536 Allocation Fund 13.1
13449 Mutual International Securities Fund 2.0
FRANKLIN TEMPLETON VARIABLE INSURANCE PRODUCTS
TRUST (22) 24,265.6 2,500,000
INDIVIDUAL FUNDS THAT ARE NOT PART OF A MULTI
SERIES TRUST
30 Templeton Global Smaller Companies Fund 746.7 746.7 900,000
105 Templeton Growth Fund Inc 16,301.9 16,301.9 2,500,000
111 Templeton Emerging Markets Fund 254.2 254.2 750,000
146 Templeton Global Income Fund 1,122.8 1,122.8 1,250,000
201 Templeton Global Opportunities Trust 759.7 759.7 1,000,000
337 Templeton Russia and East European Fund, Inc 65.2 65.2 400,000
505 Templeton Developing Markets Trust 2,397.8 2,397.8 1,700,000
555 Templeton Emerging Markets Income Fund 606.1 606.1 900,000
581 Templeton Dragon Fund, Inc 969.0 969.0 1,000,000
4002 Franklin Universal Trust 178.2 178.2 600,000
Franklin Floating Rate Master Trust -
4021 Franklin Floating Rate Master Series 0.1 0.1 75,000
4157 Franklin Strategic Mortgage Portfolio 102.2 102.2 525,000
4184 The Money Market Portfolio (2.3) (2.3) 0
Franklin Real Estate Securities Trust -
4192 Franklin Real Estate Securities Fund 170.7 170.7 600,000
Franklin Templeton Global Trust - Franklin
4212 Templeton Hard Currency Fund 444.3 444.3 750,000
4301 Franklin Gold And Precious Metals Fund 1,710.4 1,710.4 1,500,000
Franklin High Income Trust - Franklin High
4305 Income Fund 2,501.5 2,501.5 1,900,000
4311 Franklin Money Fund 2,554.3 2,554.3 1,900,000
4312 Franklin California Tax-Free Income Fund 13,203.7 13,203.7 2,500,000
4314 Franklin Tax-Exempt Money Fund 159.9 159.9 600,000
4315 Franklin New York Tax-Free Income Fund 5,614.3 5,614.3 2,500,000
4316 Franklin Federal Tax-Free Income Fund 9,318.8 9,318.8 2,500,000
Franklin Managed Trust - Franklin Rising
4358 Dividends Fund 1,692.1 1,692.1 1,500,000
4447 Franklin Mutual Recovery Fund 175.6 175.6 600,000
Franklin Templeton Limited Duration Income
4472 Trust 503.9 503.9 900,000
4473 Templeton China World Fund 733.4 733.4 900,000
4511 Franklin Templeton Money Fund Trust 460.2 460.2 750,000
TOTALS 265,779.7 265,779.7 64,300,000.0
AS OF JUNE 30, 2009 A BOND LIMIT OF $65 MILLION IS RESERVED FOR THE SEC FUNDS
AMENDED AND RESTATED ALLOCATION AGREEMENT
This Amended and Restated Allocation Agreement ("Agreement") is made as of the
1st day of October, 2009, by and among the funds listed on Schedule A of this
Agreement (hereafter collectively referred to as the "Funds") and the non-funds
described on Schedule B of this Agreement (hereafter collectively referred to as
the "Non-Funds"). The Funds and Non-Funds are hereafter collectively referred to
as the "Insured."
This Agreement is entered into under the following circumstances:
A. Section 17(g) of the Investment Company Act of 1940 (the "Act")
provides that the Securities and Exchange Commission ("SEC") is authorized
to require that the officers and employees of registered management
investment companies be bonded against larceny and embezzlement, and the
SEC has promulgated rules and regulations dealing with this subject ("Rule
17g-1");
B. The Funds and the Non-Funds are named as joint insureds under the
terms of certain bonds or policies of insurance which insure against
larceny and embezzlement of officers and employees (the "Fidelity Bonds");
C. A majority of those members of the Board of Directors/Trustees of each
of the Funds, who are not "interested persons" as defined by Section
2(a)(19) of the Act, have given due consideration to all factors
relevant to the form, amount and apportionment of premiums and
recoveries on the Fidelity Bonds and each such Board of
Directors/Trustees of each Fund has approved the term and amount of the
Fidelity Bonds, the portion of the premiums payable by that party, and
the manner in which recovery of said Fidelity Bonds, if any, shall be
shared by and among the parties hereto as hereinafter set forth; and
D. The Insureds now desire to enter into the agreement required by Rule
17g-1(f) to establish the manner in which payment of premiums and recovery
on said Fidelity Bonds, if any, shall be shared.
NOW, THEREFORE, IT IS HEREBY AGREED by and among the parties hereto as follows:
1. PAYMENT OF PREMIUMS
The premium shall be allocated between the Insured in accordance with the
requirements of Rule 17g-1(e). The portion of the premium which is allocated to
the Funds shall be divided among the Funds as follows: each Fund shall pay that
percentage of each premium when due under the Fidelity Bonds which is derived by
a fraction, (i) the denominator of which is the total assets of all of the Funds
combined at the time any premium is due; and (ii) the numerator of which is the
total assets of each of the Funds individually at the time any premium is due.
2. ALLOCATION OF RECOVERIES
(a) If more than one of the parties hereto is damaged in a single loss
for which recovery is received under the Fidelity Bonds, each such
party shall receive that portion of the recovery which represents the
loss sustained by that party, unless the recovery is inadequate fully
to indemnify each such party sustaining a loss.
(b) If the recovery is inadequate fully to indemnify each such party
hereto sustaining a loss, the recovery shall be allocated among such
parties in the following order:
(i) Each Insured sustaining a loss shall be allocated an amount
equal to the lesser of its actual loss or an amount in the
proportion that each such Insured's last payment of premium
bears to the sum of the last such premium payments of all such
Insureds, except that if this allocation would result in any
Fund, including those Fund(s) created during the policy term
that have paid no premium as provided for in paragraph 4 of
this Agreement, receiving less than the minimum amount of
recovery under the Fidelity Bonds which would be required to be
maintained by such party under a single insured fidelity bond
in accordance with the provision of Rule 17g-1(d)(1)
(determined as of the time of the loss) (the "Single Insured
Minimum"), then first from the share allocated to the non-Funds,
sufficient monies shall be re-allocated to the Funds to bring
the share of each Fund up to the Single Insured Minimum
(determined as of the time of the loss).
The basis of each reallocation from each of the non-Funds
sustaining a loss to Funds sustaining a loss shall be the
proportion that each such non-Fund's last payment of premium
bears to the sum of the last such premium payments of all such
non-Funds.
To the extent this reallocation from non-Funds to Funds is still
insufficient to bring the share of each Fund sustaining a loss
up to the Single Insured Minimum (determined as of the time of
the loss), then second, from the share allocated to Funds
sustaining a loss whose allocation exceeds the Single Insured
Minimum amount for the Fund, sufficient monies will be
reallocated, to the extent possible, to the other Funds
sustaining a loss to bring the share of each Fund sustaining a
loss up to the Single Insured Minimum (determined as of the time
of loss).
The basis of such reallocation from Funds sustaining a loss to
other Funds sustaining a loss shall be the proportion that each
such Fund's last payment of premium bears to the last such
premium payments of all such Funds.
(ii) The remaining portion of the proceeds shall be allocated to each
party sustaining a loss not fully covered by the allocation
under subparagraph (i) in the proportion that each such party's
last payment of premium bears to the sum of the last such
premium payment of all such parties. If such allocation would
result in any party sustaining a loss receiving a portion of the
recovery in excess of the loss actually sustained by such party,
the aggregate of each excess portion shall be allocated among
the other parties whose losses would not be fully indemnified in
the same proportion that each such party's last payment of
premium bears to the sum of the last such premium payments of
all parties entitled to receive a share of the excess. Any
allocation in excess of a loss actually sustained by any such
party shall be reallocated in the same manner.
3. OBLIGATION TO MAINTAIN MINIMUM COVERAGE
Each of the Funds represents and warrants to each of the other parties hereto
that it has determined the amount of its Single Insured Minimum as of the date
hereof and that such Single Insured Minimum is included in the coverage of the
Fidelity Bonds. Each of the Funds agrees that it will determine, no less often
than at the end of each calendar quarter, the Single Insured Minimum which would
be required of it if a determination with respect to the adequacy of the
coverage were then currently being made. In the event that the total amount of
the minimum coverages thus determined exceeds the total amount of coverage of
then effective Fidelity Bonds, management of each of the Funds will be notified
and will determine whether it is necessary or appropriate to increase the total
amount of coverage of the Fidelity Bonds to an amount not less than the total
amount of such minimums, or to secure such excess coverage for one or more of
the parties hereto, which, when added to the total coverage of the Fidelity
Bonds, will equal an amount not less than the total amount of such minimums.
Each Fund agrees to pay its fair (taking into account all of the then existing
circumstances) portion of the new or additional premium; provided that in the
event that a Fund elects to terminate this Agreement (as to itself as a party
hereto pursuant to paragraph 5) and its participation in the joint-insured
Fidelity Bonds on or prior to the effective date of the new or additional
premium, such party shall not pay any portion of the new or additional premium.
4. NEWLY CREATED FUNDS OR NON-FUNDS
The parties hereto agree that during the policy term any newly created Fund(s)
or non-Fund(s) can be added as joint Insured on the Fidelity Bonds and can be
added as parties to this Agreement, as then currently amended or restated, in
the case of this Agreement, by attaching a revised Schedule A and/or Schedule B,
as applicable, to this Agreement that reflects the addition of such newly
created Fund(s) or non-Fund(s); provided that such revised Schedule A and/or
Schedule B is signed by the proper officers of the Insured that are authorized
to execute this Agreement and is dated with the as of date upon which such
addition(s) is effective. The newly created Fund(s) or non-Fund(s) that are
added as joint Insured on the Fidelity Bonds and to this Agreement, as then
currently amended or restated, will not be required to pay any premium during
the then current policy term of the Fidelity Bonds, unless, pursuant to
paragraph 3 of this Agreement, an increase in the total amount of coverage is
required. Each of such newly created Fund(s) or non-Fund(s) that are added as
joint Insured agrees to pay its proportionate share of any new or additional
premium, as outlined in paragraph 3 to this Agreement, and to be bound by all
other terms and conditions of this Agreement.
5. SUCCESSORS
This Agreement shall apply to the present Fidelity Bond coverage and any renewal
or replacement thereof and shall continue until terminated as to any party by
such party hereto giving not less than sixty days' notice to the other parties
hereto in writing. This Agreement shall be binding upon, and inure to the
benefit of, the parties hereto and any successor or successors to a party hereto
resulting from a change in domicile or form of corporate, trust or similar
organization of such party.
6. AUTHORIZATION TO EXECUTE; COUNTERPARTS
The parties hereby agree that the proper officers of the Insured are authorized
to execute this Agreement, and any amendments thereto, on behalf of the parties
to this Agreement. This Agreement may be executed in two or more counterparts,
all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first written above.
THE FUNDS LISTED ON SCHEDULE A OF THIS AGREEMENT, AND THE NON-FUNDS DESCRIBED ON
SCHEDULE B OF THIS AGREEMENT
By: /s/ Craig S. Tyle
Name: Craig S. Tyle
SCHEDULE A
FUNDS
Franklin California Tax-Free Income Fund Franklin California Tax-Free Trust
Franklin Custodian Funds Franklin Federal Tax-Free Income Fund Franklin Floating
Rate Master Trust Franklin Global Trust Franklin Gold and Precious Metals Fund
Franklin High Income Trust Franklin Investors Securities Trust Franklin Managed
Trust Franklin Money Fund Franklin Municipal Securities Trust Franklin Mutual
Recovery Fund Franklin Mutual Series Funds. Franklin New York Tax-Free Income
Fund Franklin New York Tax-Free Trust Franklin Real Estate Securities Trust
Franklin Strategic Mortgage Portfolio Franklin Strategic Series Franklin
Tax-Free Trust Franklin Tax-Exempt Money Fund Franklin Templeton Fund Allocator
Series Franklin Templeton Global Trust Franklin Templeton International Trust
Franklin Templeton Limited Duration Income Trust Franklin Templeton Money Fund
Trust Franklin Templeton Variable Insurance Products Trust Franklin Universal
Trust Franklin Value Investors Trust Institutional Fiduciary Trust The Money
Market Portfolios Templeton Growth Fund, Inc.
Templeton Funds
Templeton Global Smaller Companies Fund Templeton Income Trust Templeton
Developing Markets Trust Templeton Global Opportunities Trust Templeton
Institutional Funds Templeton Global Investment Trust Templeton China World Fund
Templeton Emerging Markets Fund Templeton Global Income Fund Templeton Emerging
Markets Income Fund Templeton Dragon Fund, Inc.
Templeton Russia and East European Fund, Inc.
SCHEDULE B
NON-FUNDS
Franklin Resources, Inc. and its subsidiaries.