As Filed with the Securities and Exchange Commission on May 14, 1998
1933 Act File No. 333-52119
1940 Act File No. 811-08271
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
Pre-Effective Amendment No. / /
Post-Effective Amendment No. / 1 /
AND
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/
Amendment No. / 8 /
FRANKLIN FLOATING RATE TRUST
(Exact Name of Registrant as Specified in Charter)
777 MARINERS ISLAND BLVD. SAN MATEO, CA 94404
(Address of Principal Executive Office)
Registrant's Telephone Number, Including Area Code (650) 312-2000
Harmon E. Burns, 777 Mariners Island Blvd., San Mateo, CA 94404
(NAME AND ADDRESS OF AGENT FOR SERVICE OF PROCESS)
With a copy to:
Merrill R. Steiner, Esq.
Stradley, Ronon, Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, PA 19103-7098
Approximate Date of Proposed Public offering: May 15, 1998
If any securities being registered on this form will be offered on a delayed or
continuous basis in reliance on Rule 415 under the Securities Act of 1933, other
than securities offered in connection with a dividend reinvestment plan check
the following box. [x]
It is proposed that this filing will become effective (check
appropriate box)
[ ] when declared effective pursuant to section 8 (c)
[ ] immediately upon filing pursuant to paragraph (b)
[x] on May 15, 1998 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)
[ ] on (date) pursuant to paragraph (a) of Rule 486
[ ] This post-effective amendment designates a new effective date for a
previously filed registration statement.
[ ] This Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act and the Securities
Act registration statement number of the earlier effective
registration statement for the same offering is _________.
This Registration incorporates a combined prospectus pursuant to Rule 429
which relates to an earlier registration statement filed by the Registrant on
June 27, 1997, as amended to date (File No. 333-30131).
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
- --------------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Offering Aggregate Amount of
Being Amount Being Price Offering Registration
Registered Registered Per Unit Price Fee
- --------------------------------------------------------------------------------
Common Stock,
par value $0.01 (1) 10,000,000 SHARES $10.05(2) $100,500,000 $29,647.50
Common Stock
par value $0.01 (1) 10,000,000 SHARES $10.00(3) $100,000,000 $30,303
================================================================================
(1) Previously registered with the registration fee previously paid
(2) Calculated pursuant to Rule 457(d) based on the net asset value per
share of $10.05 as of May 1, 1998
(3) Estimated solely for the purpose of calculating the registration fee.
FRANKLIN FLOATING RATE TRUST
PROSPECTUS
FORM N-2 CROSS REFERENCE SHEET
PART A - N-2
ITEM
NUMBER CAPTION PROSPECTUS CAPTION
1. Outside Front Cover Outside Front Cover of Prospectus
2. Inside Front and Outside Not Applicable
Back Cover Page
3. Fee Table and Synopsis Expense Summary; Prospectus Summary
4. Financial Highlights Not Applicable
5. Plan of Distribution Outside Front Cover; Prospectus Summary;
How to Buy Common Shares; Description of
Common Shares
6. Selling Shareholders Not Applicable
7. Use of Proceeds Use of Proceeds from Sales of Common
Shares; What Kinds of Securities Does
the Fund Purchase?; Prospectus Summary
8. General Description of the Prospectus Summary; Information About
Registrant the Fund; What Kinds of Securities Does
the Fund Purchase?; What are the Risks
of This Investment; Description of
Common Shares
9. Management Who Manages the Fund?; Description of
Common Shares
10. Capital Stock, Long-Term Dividends and Distributions to
Debt, and Other Securities Shareholders; Taxation of the Fund and
Shareholders; Description of Common
Shares
11. Defaults and Arrears on Not Applicable
Senior Securities
12. Legal Proceedings Not Applicable
13. Table of Contents of the Table of Contents of Statement of
Statement of Additional Additional Information
Information
FRANKLIN FLOATING RATE TRUST
STATEMENT OF ADDITIONAL INFORMATION
FORM N-2 CROSS REFERENCE SHEET
PART B - N-2
ITEM
NUMBER CAPTION SAI CAPTION
14. Cover Page Cover Page
15. Table of Contents Table of Contents
16. General Information and Not Applicable
History
17. Investment Objective and How does the Fund Invest its Assets?;
Policies What are the Risks of this Investment?;
Investment Restrictions
18. Management Officers and Trustees; Investment
Management and Other Services
19. Control Persons and Description of Common Shares
Principal Holders of
Securities
20. Investment Advisory and Investment Management and Other Services
Other Services
21. Brokerage Allocation and How does the Fund Buy Securities for its
Other Practices Portfolio?
22. Tax Status Additional Information on Distributions
and Taxes
23. Financial Statements Financial Statements
Information required to be included in Part C is set forth under the
appropriate item, so numbered, in Part C of this Registration Statement.
The Registrant's prospectus and statement of additional information as filed
with the Securities and Exchange Commission ("SEC") under Rule 497(c) on April
6, 1998 and the supplement to the Registrant's prospectus dated May 1, 1998 as
filed with the SEC under Rule 497(e) on May 1, 1998 (File Nos. 333-30131 and
811-08271), are hereby incorporated by reference. The supplement to the
Registrant's prospectus dated May 15, 1998 as filed with the SEC in an
additional Registration Statement under Rule 486(b) on May 8, 1998 (File Nos.
333-52119 and 811-08271) is hereby incorporated by reference.
FRANKLIN FLOATING RATE TRUST
FORM N-2
PART C - OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(1) Included in Part A: None
Included in Part B: The following Financial Statements included
in the Statement of Additional Information dated April 1, 1998,
as filed with the SEC electronically on Form Type 497 on April 6,
1998:
(a) Report of Independent Accountants dated September 19,
1997; and
(b) Statement of Assets and Liabilities dated September 8, 1997
(2) Exhibits:
The following exhibits are incorporated by reference, except
exhibits (l) and (n), which are attached herewith.
(a) (1) Agreement and Declaration of Trust
Filing: Registration Statement on Form N-2
File No. 333-30131
Filing Date: June 27, 1997
(2) Certificate of Trust
Filing: Post-Effective Amendment No. 1
Registration Statement on Form N-2
File No. 333-30131
Filing Date: December 8, 1997
(b) By-Laws
Filing: Registration Statement on Form N-2
File No. 333-30131
Filing Date: June 27, 1997
(c) Not Applicable
(d) Not Applicable
(e) Not Applicable
(f) Not Applicable
(g) (1) Management Agreement
Filing: Registration Statement on Form N-2
File No. 333-30131
Filing Date: March 6, 1998
(2) Fund Administration Agreement
Filing: Registration Statement on Form N-2
File No. 333-30131
Filing Date: March 6, 1998
(h) (1) Distribution Agreement
Filing: Registration Statement on Form N-2
File No. 333-30131
Filing Date: March 6, 1998
(2) Form of Dealer Agreement between Franklin/Templeton
Distributors, Inc. and Securities Dealers
Filing: Registration Statement on Form N-2
File No. 333-30131
Filing Date: March 6, 1998
(i) Not Applicable
(j) (1) Custodian Agreement
Filing: Registration Statement on Form N-2
File No. 333-30131
Filing Date: March 6, 1998
(2) Amendment dated May 7, 1997 to Master Custody
Agreement between Registrant and Bank of New York
dated February 16, 1996
Filing: Registration Statement on Form N-2
File No. 333-30131
Filing Date: March 6, 1998
(3) Amendment dated October 15, 1997 to Exhibit A in the
Master Custody Agreement between Registrant and Bank
of New York dated February 16, 1996
Filing: Registration Statement on Form N-2
File No. 333-30131
Filing Date: March 6, 1998
(k) Not Applicable
(l) Opinion and Consent of Counsel
(m) Not Applicable
(n) Consent of Independent Accountants
(o) Not Applicable
(p) Form of Letter of Investment Intent
Filing: Registration Statement on Form N-2
File No. 333-30131
Filing Date: March 6, 1998
(q) Not Applicable
(r) Not Applicable
(s) Power of Attorney dated May 13, 1997
Filing: Registration Statement on Form N-2
File No. 333-30131
Filing Date: June 27, 1997
ITEM 25. MARKETING ARRANGEMENTS
None
ITEM 26. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the expenses to be incurred in
connection with the offering described in this Registration Statement:
Securities and Exchange Commission Fees................... $ 59,950.50
Printing and Engraving Expenses........................... 8,800.00
Legal Fees................................................ 120,000.00
Accounting Expenses....................................... 4,000.00
Blue Sky Filing Fees and Expenses......................... 12,000.00
National Association of Securities Dealers Fees........... 20,550.00
Total..................................................... $225,300.50
ITEM 27. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL
Not Applicable
ITEM 28. NUMBER OF HOLDERS OF SECURITIES
120 record holders as of April 30, 1998.
ITEM 29. INDEMNIFICATION
Under Article III, Section 7 of Registrant's Agreement and Declaration
of Trust, if any shareholder or former shareholder of Registrant (each, a
"Shareholder") shall be exposed to liability by reason of a claim or demand
relating to his or her being or having been a Shareholder, and not because of
his or her acts or omissions, the Shareholder or former Shareholder (or his
or her heirs, executors, administrators, or other legal representatives or in
the case of a corporation or other entity, its corporate or other general
successor) shall be entitled to be held harmless from and indemnified out of
the assets of the Registrant against all loss and expense arising from such
claim or demand.
Under Article VII, Section 2 of Registrant's Agreement and Declaration
of Trust, the Trustees of Registrant (each, a "Trustee," and collectively,
the "Trustees") shall not be responsible or liable in any event for any
neglect or wrong-doing of any officer, agent, employee, the investment
manager or principal underwriter of the Registrant, nor shall any Trustee be
responsible for the act or omission of any other Trustee, and the Registrant
out of its assets shall indemnify and hold harmless each and every Trustee
from and against any and all claims and demands whatsoever arising out of or
related to each Trustee's performance of his or her duties as a Trustee of
the Registrant; provided that nothing contained in Registrant's Agreement and
Declaration of Trust shall indemnify, hold harmless or protect any Trustee
from or against any liability to the Registrant or any Shareholder to which
he or she would otherwise be subject by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of his or her office.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "1933 Act") may be permitted to Trustees,
officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the 1933 Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a Trustee,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such Trustee, officer or
controlling person in connection with securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court or appropriate
jurisdiction the question whether such indemnification is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.
ITEM 30. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
(a) Franklin Advisers, Inc.
See "Who Manages the Fund?"
The officers and directors of the Registrant's investment adviser also serve
as officers and/or directors for (1) the investment adviser's corporate
parent, Franklin Resources, Inc., 777 Mariners Island Blvd., San Mateo, CA
94404 and/or (2) other investment companies in the Franklin Templeton Group
of Funds. In addition, Mr. Charles B. Johnson was formerly a director of
General Host Corporation, Metro Center, One Station Place, Stamford, CT
06904-2045. For additional information please see Schedules A and D of Form
ADV of the Registrant's investment adviser (SEC File 801-26292) incorporated
herein by reference, which sets forth the officers and directors of the
Registrant's investment adviser and information as to any business,
profession, vocation or employment of a substantial nature engaged in by
those officers and directors during the past two years.
ITEM 31. LOCATION OF ACCOUNTS AND RECORDS
The accounts, books or other documents required to be maintained by Section
31(a) of the Investment Company Act of 1940, as amended, are kept by the
Registrant or its shareholder services agent, Franklin/Templeton Investor
Services, Inc., both of whose address is 777 Mariners Island Blvd., San
Mateo, CA 94404.
ITEM 32. MANAGEMENT SERVICES
Not Applicable
ITEM 33. UNDERTAKINGS
(1) Registrant undertakes to suspend the offering of its shares until
it amends its Prospectus if-
(a) subsequent to the effective date of this Registration
Statement, the net asset value declines more than 10% from
its net asset value as of the effective date of the
Registration Statement; or
(b) The net asset value increases to an amount greater than its
net proceeds as stated in the Prospectus.
(2) Registrant undertakes:
(a) to file, during any period in which offers or sales are
being made, a post-effective amendment to the registration
statement:
(1) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended
(the "Act");
(2) to reflect in the prospectus any facts or
events after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement;
and
(3) to include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any
material change to such information in the
registration statement.
(b) that, for the purpose of determining any liability under
the 1933 Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of those
securities at that time shall be deemed to be the initial
bona fide offering thereof; and
(c) to remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(3) Registrant further undertakes to send by first class mail or
other means designed to ensure equally prompt delivery, within
two business days of receipt of a written or oral request, any
Statement of Additional Information.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all of the
requirements for effectiveness of this Registration Statement pursuant to
Rule 486(b) under the Securities Act of 1933 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of San Mateo, and the State of
California, on the 13th day of May, 1998.
FRANKLIN FLOATING RATE TRUST
(Registrant)
BY RUPERT H. JOHNSON, JR.*, PRESIDENT
Rupert H. Johnson, Jr., President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
and on the dates indicated:
SIGNATURE TITLE DATE
CHARLES B. JOHNSON* Trustee & May 13, 1998
Charles B. Johnson Chairman of
the Board
FRANK H. ABBOTT, III* Trustee May 13, 1998
Frank H. Abbott, III
HARRIS J. ASHTON* Trustee May 13, 1998
Harris J. Ashton
RUPERT H. JOHNSON, JR.* Trustee May 13, 1998
Rupert H. Johnson, Jr. & President
MARTIN L. FLANAGAN* Principal May 13, 1998
Martin L. Flanagan Financial Officer
DIOMEDES LOO-TAM* Principal May 13, 1998
Diomedes Loo-Tam Accounting Officer
S. JOSEPH FORTUNATO* Trustee May 13, 1998
S. Joseph Fortunato
FRANK W. T. LAHAYE* Trustee May 13, 1998
Frank W. T. LaHaye
GORDON S. MACKLIN* Trustee May 13, 1998
Gordon S. Macklin
*BY Larry L. Greene, Attorney-in-Fact
(Pursuant to Power of Attorney previously filed)
FRANKLIN FLOATING RATE TRUST
REGISTRATION STATEMENT
EXHIBIT INDEX
Exhibit No. Description Location
EX-99.2(a)(1) Agreement and Declaration of Trust *
EX-99.2(a)(2) Certificate of Trust *
EX-99.2(b) By-Laws *
EX-99.2(g)(1) Management Agreement *
EX-99.2(g)(2) Fund Administration Agreement *
EX-99.2(h)(1) Distribution Agreement *
EX-99.2(h)(2) Form of Dealer Agreement between *
Franklin/Templeton Distributors, Inc.
and Securities Dealers
EX-99.2(j)(1) Custodian Agreement *
EX-99.2(j)(2) Amendment dated May 7, 1997 to Master *
Custody Agreement between Registrant
and Bank of New York dated February
16, 1996
EX-99.2(j)(3) Amendment dated October 15, 1997 to *
Exhibit A in the Master Custody
Agreement between Registrant and Bank
of New York dated February 16, 1996
EX-99.2(l) Opinion and Consent of Counsel Attached
EX-99.2(n) Consent of Independent Accountants Attached
EX-99.2(p) Letter of Investment Intent *
EX-99.2(s) Power of Attorney dated May 13, 1997 *
*Incorporated by Reference
STRADLEY
RONON
STEVENS
& YOUNG, LLP
- -----------------
Attorneys At Law 2600 One Commerce Square Malvern, Pennsylvania
Philadelphia, Pennsylvania 19103-7098 Cherry Hill, New Jersey
Fax: (215) 564-8120 Wilmington, Delaware
A Limited Liability Partnership
Direct Dial: (215) 564-8024
May 12, 1998
Franklin Floating Rate Trust
777 Mariners Island Boulevard
San Mateo, CA 94404
Re: FRANKLIN FLOATING RATE TRUST
Ladies and Gentlemen:
We are furnishing this opinion with respect to the proposed offer
and sale from time to time of an additional 10,000,000 shares of beneficial
interest, par value $.01 per share (the "Common Shares"), of the Franklin
Floating Rate Trust (the "Fund"), registered under the Securities Act of
1933, as amended (the "1933 Act"), and the Investment Company Act of 1940, as
amended (the "1940 Act"), by a second Registration Statement on Form N-2
(File Nos. 333-52119 and 811-08271) as amended from time to time (the
"Registration Statement") filed with the Securities and Exchange Commission
(the "Commission").
We have acted as general counsel to the Fund in connection with
its initial organization and its registrations with the Commission, and we
are familiar with the actions taken by its Trustees to authorize the issuance
of an initial 10,000,000, and an additional 10,000,000, Common Shares.
We have examined the Agreement and Declaration of Trust (the
"Trust Agreement") of the Fund, a Delaware business trust organized under
Delaware law, the By-Laws of the Fund, minute books and such other
certificates and documents as deemed necessary for the purpose of this
opinion.
We have examined the Registration Statement and the prospectus
and statement of additional information included therein (the "Prospectus")
relating to the issuance of an additional 10,000,000 Common Shares of the
Fund. We have also examined the Fund's Notification of Registration on Form
N-8A under the 1940 Act. We have assisted in the preparation of the
Registration Statement, including the initial post-effective amendment
thereto, filed or to be filed with the Commission.
Based upon the foregoing information and examination, it is our
opinion that:
1. The Fund is duly organized and validly existing as a
business trust in good standing under the laws of the State of
Delaware; and
2. The Fund's Common Shares to be offered for sale
pursuant to the Prospectus are duly authorized and, when sold,
issued and paid for as contemplated by the Prospectus, will be
validly issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and amendments thereto, covering the registration of
the Fund's additional 10,000,000 Common Shares under the 1933 Act and the
1940 Act, and to the applications and registration statements, and amendments
thereto, filed in accordance with the securities laws of the several states
or other like jurisdictions of the United States in which the Fund's Common
Shares are offered, and we further consent to reference in the Prospectus of
the Fund to the fact that this opinion has been rendered by us.
Very truly yours,
STRADLEY, RONON, STEVENS & YOUNG, LLP
By /s/ Mark H. Plafker
MHP/MS:lwk
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in Post-Effective Amendment No.
1 to the Registration Statement of Franklin Floating Rate Trust on Form N-2
File No. 333-52119 of our report dated September 19, 1997, on our audit of
the Statement of Assets and Liabilities of the Franklin Floating Rate Trust
as of September 8, 1997, which report is included in the Statement of
Additional Information dated April 1, 1998, which is incorporated by
reference in the Registration Statement.
/s/ Coopers & Lybrand L.L.P.
San Francisco, California
May 13, 1998
