EXHIBIT 14

                       CODE OF ETHICS AND BUSINESS CONDUCT

The Code of Ethics  and  Business  Conduct  (the  "Code") is  applicable  to all
officers,  directors,  employees and temporary  employees of Franklin Resources,
Inc.  and all of its  subsidiaries  and  affiliates  (the  "Company").  The Code
summarizes the values, principles and business practices that guide our business
conduct and also provides a set of basic principles to guide officers, directors
and employees regarding the minimum ethical  requirements  expected of them. The
Code supplements our existing  employee  policies,  including those specified in
the respective U.S. and Non-U.S. employee handbooks and also supplements various
other codes of ethics,  policies  and  procedures  that have been adopted by the
Company.  It is the  responsibility of all officers,  directors and employees of
the Company to maintain a work  environment that fosters  fairness,  respect and
integrity. The Company requires all officers, directors and employees to conduct
themselves in a lawful, honest and ethical manner in all our business practices.
All officers,  directors and employees are expected to become  familiar with the
Code and to apply these principles in the daily performance of their jobs.

All employees  are expected to seek the advice of a  supervisor,  manager or the
Human Resources  Department for additional  guidance or if there is any question
about  issues  discussed  in this Code.  If you observe  possible  unethical  or
illegal  conduct,  you should  report your  concerns or  complaints as set forth
below.

FOR PURPOSES OF THIS CODE, REFERENCES TO A "COVERED PERSON" OR "COVERED PERSONS"
INCLUDE EMPLOYEES,  OFFICERS AND DIRECTORS OF THE COMPANY. ALL CAPITALIZED TERMS
SHALL HAVE THE MEANING SET FORTH IN SECTION XVIII. "DEFINITIONS".

I.       COMPLIANCE WITH LAWS, RULES AND REGULATIONS.

All  Covered  Persons of the  Company  are  required  to comply  with all of the
applicable laws, rules and regulations of the United States and other countries,
and the states, counties,  cities and other jurisdictions,  in which the Company
conducts its business. Local laws may in some instances be less restrictive than
the  principles  set forth in this Code. In those  situations,  Covered  Persons
should comply with the Code,  even if the conduct would otherwise be legal under
applicable  laws. On the other hand, if local laws are more restrictive than the
Code,  Covered Persons should comply with applicable laws. Such legal compliance
includes,  without  limitation,  compliance  with the Company's  insider trading
policy,   which  prohibits  Covered  Persons  from  trading   securities  either
personally or on behalf of others,  while in  possession of material  non-public
information  or  communicating  material  non-public  information  to  others in
violation of the law. Securities include common stocks, bonds, options,  futures
and other financial  instruments.  Material information includes any information
that a reasonable  investor would consider important in a decision to buy, hold,
or sell securities.  These laws provide substantial civil and criminal penalties
for  individuals  who fail to comply.  The policy is described in more detail in
the various employee handbooks and compliance policies. In addition, the Company
has  implemented  trading  restrictions  to reduce the risk, or  appearance,  of
insider  trading.   All  questions  regarding  insider  trading  or  reports  of
impropriety  regarding stock transactions should be made to the Legal Compliance
Department. See also Section XV.b.

II.      CONFLICTS OF INTEREST

All Covered Persons are required to conduct themselves in a manner and with such
ethics and  integrity  so as to avoid a conflict  of  interest,  either  real or
apparent.  A conflict  of  interest is any  circumstance  where an  individual's
personal interest  interferes or even appears to interfere with the interests of
the Company.  All Covered  Persons have a duty to avoid  financial,  business or
other  relationships  that might be opposed to the  interests  of the Company or
might cause a conflict  with the  performance  of their  duties.  A conflict can
arise when a Covered  Person  takes  actions or has  interests  that may make it
difficult  to  perform  his  or  her  company   related  work   objectively  and
effectively.  Conflicts  also may arise when a Covered Person or a member of his
or her family,  receives  improper  personal  benefits as a result of his or her
position in the Company. Some of the areas where a conflict could arise include:

a.   Employment  by a competitor,  regardless  of the nature of the  employment,
     while employed by the Company.

                                       1


b.   Placement of business  with any company in which a Covered  Person,  or any
     member of the Covered Person's family, has a substantial ownership interest
     or management responsibility.

c.   Making endorsements or testimonials for third parties.

d.   Processing a transaction on the Covered Person's  personal  account(s),  or
     their friend or family members' account(s),  through the Company's internal
     systems without first  submitting the  transaction  request to the Customer
     Service Center.

e.   Disclosing the Company's confidential  information to a third party without
     the prior consent of senior management.

III.     GIFTS AND ENTERTAINMENT

The  Company's  aim is to deter  providers  of gifts from  seeking or  receiving
special favors from Covered Persons.  Covered Persons may not at any time accept
any item that is conditioned  upon the Company doing business with the entity or
person giving the gift.  Cash gifts of any amount  should never be accepted.  In
addition,  Covered  Persons  should not  solicit  any third  party for any gift,
gratuity, entertainment or any other item regardless of its value.

Gifts of more than a nominal value can cause Covered Persons to feel placed in a
position of  "obligation"  and/or give the appearance of a conflict of interest.
Therefore,  Covered Persons,  including members of their immediate families, may
not, directly or indirectly, take, accept or receive bonuses, fees, commissions,
gifts, gratuities, or any other similar form of consideration,  from any person,
firm,  corporation  or  association  with which the Company  does or seeks to do
business if the value of such item is in excess of $100.00 on an annual basis.

Covered Persons,  including members of their immediate  families,  may accept or
participate  in  reasonable   entertainment   provided  by  any  person,   firm,
corporation or association  with which the Company does or seeks to do business.
Reasonable  entertainment would include, among other things, an occasional meal,
a ticket to a sporting event or the theater, or comparable entertainment,  which
is neither so frequent nor so  excessive as to raise any question of  propriety;
attended by the entity or person providing the entertainment,  meal, or tickets;
not more frequent than once per quarter;  and not  preconditioned on a "quid pro
quo" business relationship.

"Excessive  entertainment"  is  entertainment  that  has a  value  greater  than
$1000.00 or is provided more frequently  than once per quarter.  Covered Persons
are  prohibited  from  accepting  "excessive  entertainment"  without  the prior
written approval by one of the co- Presidents or the Office of the Chairman.

Covered Persons presented with a gift with a value in excess of $100.00 or
entertainment valued in greater than $1000.00 should politely decline and
explain that the Company policy makes it impossible to accept such a gift.
Covered Persons are encouraged to be guided by their own sense of ethical
responsibility, and if they are presented with such a gift from an individual or
company, they should notify their manager so the gift can be returned.

The Company recognizes that this Section III. does not prohibit directors who do
not also  serve in  management  positions  within  the  Company  from  accepting
compensation,  bonuses,  fees and other similar consideration paid in the normal
course of business as a result of their outside business activity, employment or
directorships.  ANY  QUESTIONS  REGARDING  THIS POLICY SHOULD BE DIRECTED TO THE
LEGAL COMPLIANCE DEPARTMENT.

IV.      OUTSIDE EMPLOYMENT

Subject to any  departmental  restrictions,  Covered  Persons are  permitted  to
engage  in  outside  employment  if it is  free of any  actions  that  could  be
considered a conflict of interest.  Outside employment must not adversely affect
a Covered Person's job performance at the Company,  and outside  employment must
not result in  absenteeism,  tardiness or a Covered  Person's  inability to work
overtime when requested or required.  Covered  Persons may not engage in outside
employment,  which  requires  or  involves  using  Company  time,  materials  or
resources.   For  purposes  of  this   policy,   outside   employment   includes
self-employment.  Due to the  fiduciary  nature of our  business,  all potential
conflicts of interest that could result from a Covered Person's outside

                                       2

employment  should be discussed with the Covered  Person's manager and the Human
Resources   Department,   prior   to   entering   into   additional   employment
relationships.  The Company recognizes that this Section IV is not applicable to
directors who do not also serve in management positions within the Company.

V.       CONFIDENTIALITY

Covered  Persons  are  responsible  for  maintaining  the   confidentiality   of
information  entrusted  to them by the  Company or its  customers,  except  when
disclosure  is  authorized  or legally  mandated.  The  sensitive  nature of the
investment business requires that the Company keep its customers' confidence and
trust.  Covered Persons must be continuously  sensitive to the  confidential and
privileged  nature of the  information to which they have access  concerning the
Company,   and  must  exercise  the  utmost   discretion   when  discussing  any
work-related matters with third parties.  Each Covered Person must safeguard the
Company's confidential  information and not disclose it to a third party without
the prior consent of senior management.  "Confidential information" includes but
is not limited to information, knowledge, ideas, documents or materials that are
owned,  developed or possessed by the Company or that in some other  fashion are
related to  confidential  or proprietary  matters of the Company,  its business,
customers,  shareholders,  Covered Persons or brokers. It includes all business,
product, marketing,  financial,  accounting,  personnel,  operations,  supplier,
technical and research information. It also includes computer systems, software,
documentation,  creations, inventions, literary works, developments, discoveries
and trade secrets.

All  employees  of the Company  ("Company  employees")  are  expected to sign an
acknowledgment  regarding the confidentiality policy set forth above at the time
they become employed with the Company.  Company employees are expected to comply
with the  confidentiality  policy not only for the duration of their  employment
with the Company,  but also after the end of the employee's  employment with the
Company.

VI.      OWNERSHIP OF INTELLECTUAL PROPERTY

The Company owns all of the work performed by Covered  Persons at and/or for the
Company, whether partial or completed. All Covered Persons shall be obligated to
assign to the Company all  "intellectual  property" that is created or developed
by Covered Persons,  alone or with others, while working for the company. To the
extent applicable,  non-trade secret intellectual  property  constitutes a "work
made for hire" owned by the Company, even if it is not a trade secret.

"Intellectual  Property"  includes  all  trademarks  and  service  marks,  trade
secrets,  patents and patent  subject  matter and inventor  rights in the United
States and foreign  countries and related  applications.  It includes all United
States and foreign copyrights and subject matter and all other literary property
and author rights, whether or not copyrightable.  It includes all creations, not
limited to inventions, discoveries, developments, works of authorship, ideas and
know-how.  It does not matter  whether or not the Company  can  protect  them by
patent,  copyright,  trade secrets, trade names, trade or service marks or other
intellectual  property  right.  It also  includes all materials  containing  any
intellectual  property.  These materials include but are not limited to computer
tapes  and   disks,   printouts,   notebooks,   drawings,   artwork   and  other
documentation.

The Company will not be considered  to have a proprietary  interest in a Covered
Person's  work  product if: (a) the work  product is  developed  entirely on the
Covered  Person's  own time  without  the use or aid of any  Company  resources,
including without limitation,  equipment, supplies, facilities or trade secrets;
(b) the work product does not result from Covered  Person's  employment with the
Company;  and, (c) at the time Covered Person  conceives or reduces the creation
to  practice,  it is not related to the  Company's  business  nor the  Company's
actual or expected research or development. All Covered Persons must disclose to
the Company all intellectual  property  conceived or developed while working for
the Company. If requested, a Covered Person must sign all documents necessary to
memorialize the Company's ownership of intellectual  property under this Policy.
These documents include but are not limited to assignments and patent, copyright
and trademark applications.


                                       3


VII.     CORPORATE OPPORTUNITIES

Covered Persons are prohibited from (a) taking for themselves opportunities that
are discovered through the use of corporate  property,  information or position,
(b) using corporate property,  information or position for personal gain, and/or
(c) competing with the Company.

VIII.    FAIR DEALING

Each Covered Person should endeavor to deal fairly with the Company's customers,
suppliers,  competitors and Covered Persons and not to take unfair  advantage of
anyone  through  manipulation,  concealment,  abuse of  privileged  information,
misrepresentation of material facts or any other unfair dealing practice.

IX.      PROTECTION AND USE OF COMPANY PROPERTY

All Covered Persons should protect the Company's assets and ensure they are used
for legitimate  business purposes during  employment with the Company.  Improper
use includes unauthorized personal appropriation or use of the Company's assets,
data or resources, including computer equipment, software and data.

X.       STANDARDS OF BUSINESS CONDUCT

The  Company  is  committed  to  fostering  a  work  environment  in  which  all
individuals  are treated  with respect and dignity.  Each  individual  should be
permitted to work in a business-like  atmosphere that promotes equal  employment
opportunities.  The following  conduct will not be tolerated and could result in
disciplinary action, including termination:

a.   Any act which  causes  doubt about a Covered  Person's  integrity,  such as
     falsifying of company records and documents, competing in business with the
     Company, divulging trade secrets, or engaging in any criminal conduct.

b.   Any act which may create a dangerous  situation,  such as carrying weapons,
     firearms or explosives on company premises or surrounding areas, assaulting
     another individual, or disregarding property and safety standards.

c.   The use, sale, purchase, transfer,  possession, or attempted sale, purchase
     or  transfer  of alcohol or drugs  while at work.  Reporting  to work while
     under the  influence of alcohol or drugs,  or otherwise in a condition  not
     fit for work.

d.   Insubordination, including refusal to perform a job assignment or to follow
     a reasonable request of a Covered Person's manager, or discourteous conduct
     toward customers, associates, or supervisors.

e.   Harassment of any form including  threats,  intimidation,  abusive behavior
     and/or coercion of any other person in the course of doing business.

f.   Falsification  or  destruction  of any  timekeeping  record,  intentionally
     clocking in on another Covered Person's  attendance or timekeeping  record,
     the knowledge of another  Covered Person  tampering  with their  attendance
     record or tampering with one's own attendance record.

g.   Failure to perform  work,  which  meets the  standards/expectations  of the
     Covered Person's position.

h.   Excessive  absenteeism,  chronic tardiness,  or consecutive absence of 3 or
     more days without notification or authorization.

i.   Any act of dishonesty or falsification of any company records or documents,
     including  obtaining  employment  based on false,  misleading,  or  omitted
     information.

                                       4


It should be noted that the  Covered  Person or the Company  can  terminate  the
employment  relationship at will, at any time,  without cause or advance notice.
Thus, the Company does not strictly adhere to a progressive  disciplinary system
since each incident of misconduct may have a different set of  circumstances  or
differ in its  severity.  The Company will take such  disciplinary  action as it
deems appropriate and commensurate with any misconduct of the Covered Person.

XI.      DISCLOSURE IN REPORTS AND DOCUMENTS

As a public  company,  it is  important  that  the  Company's  filings  with the
Securities  and  Exchange  Commission  (the  "SEC")  and other  Federal,  State,
domestic and international regulatory agencies are full, fair, accurate,  timely
and  understandable.  The Company also makes many other filings with the SEC and
other domestic and international regulatory agencies on behalf of the funds that
its subsidiaries  and affiliates  manage.  Further,  the Company prepares mutual
fund account statements, client investment performance information, prospectuses
and advertising  materials that are sent out to its mutual fund shareholders and
clients.

Depending on his or her  position  with the Company,  a Covered  Person,  may be
called upon to provide necessary information to assure that the Company's public
reports  and  regulatory   filings  are  full,   fair,   accurate,   timely  and
understandable.

The Company's  policy is to comply with all applicable  financial  reporting and
accounting  regulations  applicable  to the Company.  The Company  maintains the
highest  commitment  and  expects  all  Covered  Persons  to record  information
accurately and  truthfully.  The Company also expects all Covered  Persons to be
diligent  in  providing  accurate  information  to the  inquiries  that are made
related to the Company's  public  disclosure  requirements.  Covered Persons are
required to  cooperate  and comply with the  Company's  disclosure  controls and
procedures  so that the Company's  reports and documents  filed with the SEC and
other Federal,  State, domestic and international  regulatory agencies comply in
all material  respects with  applicable  laws,  and rules and  regulations,  and
provide full, fair, accurate, timely and understandable disclosure.

XII.     RELATIONSHIPS WITH GOVERNMENT PERSONNEL

Covered  persons  should be aware that  practices  that may be acceptable in the
commercial  business  environment  (such as  providing  certain  transportation,
meals,  entertainment  and  other  things  of  nominal  value)  may be  entirely
unacceptable and even illegal when they relate to government employees or others
who act on the government's behalf.  Therefore,  covered persons are required to
comply  with the  relevant  laws and  regulations  governing  relations  between
government  employees  and  customers  and  suppliers in every country where the
Company conducts  business.  Covered persons are prohibited from giving money or
gifts to any official or any employee of a governmental entity if doing so could
reasonably be construed as having any  connection  with the  Company's  business
relationship.  Any proposed payment or gift to a government official or employee
must be reviewed  in advance by the Legal  Compliance  Department,  even if such
payment is common in the country of payment.

XIII.    POLITICAL CONTRIBUTIONS

Election laws in many jurisdictions  generally prohibit political  contributions
by  corporations  to  candidates.   Many  local  laws  also  prohibit  corporate
contributions to local political  campaigns.  In accordance with these laws, the
Company does not make direct contributions to any candidates for federal,  state
or  local  offices  where  applicable  laws  make  such  contributions  illegal.
Contributions to political  campaigns must not be, or appear to be, made with or
reimbursed  by the  Company's  funds  or  resources.  The  Company's  funds  and
resources  include  (but are not limited to) the  Company's  facilities,  office
supplies,  letterhead,  telephones and fax machines. Employees may make personal
political contributions as they see fit in accordance with all applicable laws.


                                       5


XIV.     ACCOUNTABILITY FOR ADHERENCE TO THE CODE

The Company is committed to uphold ethical standards in all of its corporate and
business  activities.  We expect all Covered Persons, to perform their work with
honesty,  truthfulness  and integrity and to comply with the general  principles
set forth in the Code.  Covered  Persons are also expected to perform their work
with honesty and integrity in any areas not specifically  addressed by the Code.
A violation of the Code may result in appropriate  disciplinary action including
the possible termination from employment with the Company.  Nothing in this Code
restricts  the  Company  from  taking  any  disciplinary  action on any  matters
pertaining  to the conduct of a Covered  Person,  whether or not  expressly  set
forth in the Code.

XV.      REPORTING VIOLATIONS OF THE CODE

a.  VIOLATIONS  OF ETHICS CODE. We have  described  above  procedures  generally
available for addressing  ethical issues that may arise. As a general matter, if
you have any  questions  or  concerns  about  compliance  with this Code you are
encouraged to speak with your supervisor, manager,  representatives of the Human
Resources  Department  or the  Company's  General  Counsel.  If you do not  feel
comfortable  talking to any of these persons for any reason, you should call the
Compliance and Ethics Hot-Line at 1-800-  636-6592.  Calls to the Compliance and
Ethics Hot-Line may be made anonymously.  The Company will treat the information
set forth in a report of any suspected violation of the Code of Ethics or law in
a confidential  manner and will conduct a prompt and appropriate  evaluation and
investigation of any matter reported. Failure to report knowledge of a violation
of the Code of Ethics or other  misconduct  may result in  disciplinary  action.
Covered  Persons are  expected to cooperate  in any  investigations  of reported
violations.

b.  ACCOUNTING/AUDITING  COMPLAINTS.  The law requires that the Company's  Audit
Committee have in place  procedures for the receipt,  retention and treatment of
complaints  concerning  accounting,  internal accounting  controls,  or auditing
matters and procedures for Covered Persons to anonymously  submit their concerns
regarding questionable accounting or auditing matters.

Complaints  concerning  accounting,  internal  accounting  controls  or auditing
matters will be directed to the attention of the Audit Committee of the Board of
Directors of the Company,  or the  appropriate  members of that  committee.  For
direct access to the Company's Audit  Committee,  please address your complaints
regarding accounting, internal accounting controls, or auditing matters to:

Chairman of the Audit Committee
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, California 94403

You may also call the Compliance and Ethics Hot-Line at 1-800-636-6592. Calls to
the Compliance and Ethics Hot-Line may be made anonymously.

c. RESPONSIBILITY TO REPORT VIOLATIONS OF THE CODE OF ETHICS AND LAW. As part of
its  commitment  to ethical  and lawful  conduct,  the Company  expects  Covered
Persons to report any suspected violations of the Code of Ethics or law. By law,
the Company may not discharge,  demote,  suspend,  threaten,  harass,  or in any
other manner  discriminate  against an employee in the terms and  conditions  of
employment because of any lawful act done by the employee to provide information
or otherwise assist in an investigation regarding any conduct which the employee
reasonably believes constitutes a violation of any rule or regulation of the SEC
or any provision of Federal law relating to fraud against  shareholders when the
information or assistance is provided to or the investigation is conducted,  by,
among  others,  a  person(s)  working  for the  Company  with the  authority  to
investigate,  discover or terminate misconduct. To encourage employees to report
violations  of  illegal  or  unethical  conduct,  the  Company  will  not  allow
retaliation  to be taken  against an employee  who has made a report  under this
section in good faith.


                                       6


XVI.     WAIVERS OF THE CODE OF ETHICS AND BUSINESS CONDUCT

Any change in or waiver of this Code for Executive  Officers or directors of the
Company may be made only by the Board of Directors of the Company (the  "Board")
or a committee thereof,  and may require prompt disclosure as required by law or
the regulations of the New York Stock Exchange. Any requests for waivers of this
Code for other Covered Persons may be made to the Legal  Compliance  Department.
See also Section XVII.c. of this Code.

XVII.    COMPLIANCE STANDARDS AND PROCEDURES

a.   ANNUAL  CERTIFICATIONS BY DIRECTORS AND EXECUTIVE  OFFICERS.  Directors and
     Executive Officers of the Company will be required to certify annually,  on
     a form to be provided by the Legal  Compliance  Department,  that they have
     received,  read  and  understand  the  Code  and  have  complied  with  the
     requirements of the Code.

b.   TRAINING AND EDUCATIONAL REQUIREMENTS.

     1.   ORIENTATION.  New  Covered  Persons  will  receive  a copy of the Code
          during the orientation  process  conducted by  representatives  of the
          Human  Resources  Department  and  shall  acknowledge  that  they have
          received,  read and  understand  the Code  and  will  comply  with the
          requirements of the Code.

     2.   CONTINUING  EDUCATION.  Covered  Persons shall be required to complete
          such additional training and continuing education  requirements as the
          Company shall from time to time establish.

c.   WAIVER REQUESTS.

     1.   DIRECTORS AND EXECUTIVE OFFICERS.  A director or Executive Officer may
          submit to the Director of Global  Compliance  of the Legal  Compliance
          Department  a written  request for a waiver of the Code only if he/she
          can demonstrate that such a waiver:

     *    is  necessary  to alleviate  undue  hardship or in view of  unforeseen
          circumstances or is otherwise appropriate under all the relevant facts
          and circumstances;
     *    will not be inconsistent with the purposes and objectives of the Code;
     *    will not  adversely  affect the interests of clients of the Company or
          the interests of the Company; and
     *    will not  result  in a  transaction  or  conduct  that  would  violate
          provisions of applicable laws or regulations.

     The Legal  Compliance  Department  will  forward the waiver  request to the
     Board of Directors of the Company or a committee thereof for consideration.
     Any  decision  to  grant a waiver  from  the Code  shall be at the sole and
     absolute discretion of the appropriate board or subcommittee  thereof.  The
     Secretary of the Company  will advise the Legal  Compliance  Department  in
     writing of the Board's decision regarding the waiver, including the grounds
     for granting or denying the waiver request. The Legal Compliance Department
     shall promptly  advise the Director or Executive  Officer in writing of the
     Board's decision.

     2.   OTHER COVERED  PERSONS.  Waivers of the Code for other Covered Persons
          (non-directors,   non-Executive   Officers  of  the  Company)  may  be
          submitted to the Legal Compliance Department.  Any such waiver request
          must be made in writing and set forth the grounds for a waiver.

          Any Covered Person who is a  Non-director  and  Non-Executive  Officer
          must also submit a written  waiver  request,  which shall  demonstrate
          that the  waiver  would  satisfy  the same  requirements  set forth in
          Section XVII.c.1.

                                       7


          The Legal  Compliance  Department  shall forward the waiver request to
          the General Counsel of the Company for consideration.  The decision to
          grant a waiver request shall be at the sole and absolute discretion of
          the General Counsel.

d.   OTHER POLICIES AND PROCEDURES.  The "Code of Ethics and Policy Statement on
     Insider  Trading" under Rule 17j-1  pursuant to the Investment  Company Act
     and other  policies  and  procedures  adopted by the Company  are  separate
     requirements that apply to Covered Persons.

XVIII.   DEFINITIONS

a. "COMPANY" shall mean, for purposes of the Code, Franklin Resources,  Inc. and
all of its U.S. and Non-U.S. subsidiaries and affiliates.

b. "COVERED  PERSON" or "COVERED  PERSONS"  shall mean for purposes of the Code,
officers, directors and employees of the Company.

c.  "EXECUTIVE  OFFICERS"  shall  mean,  for  purposes  of  the  Code,  officers
designated by resolution of the Board of Directors of the Company.

d. "WAIVERS"  shall mean, for purposes of the Code, a material  departure from a
provision of the Code.  An implicit  waiver is defined as failure to take action
within a  reasonable  period  of time  regarding  a  material  departure  from a
provision  of the  Code  that has  been  made  known,  as  appropriately,  to an
Executive Officer of Franklin Resources, Inc.

XIX.     CONFIDENTIALITY

All reports and records  prepared or  maintained  pursuant to this Code shall be
considered confidential and shall be maintained and protected accordingly.

XX.      INTERNAL USE

The Code is  intended  solely for the  internal  use by the Company and does not
constitute  an  admission,  by or on  behalf  of the  Company,  as to any  fact,
circumstance, or legal conclusion.


                                       8