As filed with the Securities and Exchange Commission on June 20, 2000.
1933 Act File No. 333-
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. / /
AND
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/
Amendment No. / 16 /
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
MURRAY L. SIMPSON, 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: July 3, 2000
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) of the Securities Act of
1933, or
as follows (the following boxes are included on the basis that the
Registrant makes repurchase offers under Rule 23c-3 under the Investment
Company Act of 1940 and is making this filing in accordance with Rule 486
under the Securities Act of 1933):
[ ] immediately upon filing pursuant to paragraph (b)
[x] on July 3, 2000, pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)
[ ] on (date) pursuant to paragraph (a)
[ ] 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 Statement incorporates a combined prospectus pursuant to
Rule 429 which relates to an earlier registration statement filed by the
Registrant on November 23, 1999, as amended to date (File No. 333-88213).
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
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Proposed Proposed
Title of Maximum Maximum
Securities Offering Aggregate Amount of
Being Amount Being Price Offering Registration
Registered Registered Per Unit Price Fee
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Common Stock
par value $0.01 200,000,000 $ 9.86 $1,972,000,000 $520,608(3)
shares(1)
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Common Stock
par value $0.01 150,000,000 $ 9.94 $1,491,000,000 $414,498.00(4)
shares(2)
(1) Currently being registered
(2) Previously registered
(3) Calculated pursuant to Rule 457(d) based on the net asset
value per share of $9.86 as of June 15, 2000.
(4) Calculated pursuant to Rule 457(d) based on the net asset
value per share of $9.94 as of September 28, 1999.
-----------------------
The Registrant's Prospectus and Statement of Additional Information dated
December 1, 1999, as filed with the Securities and Exchange Commission in a
Registration Statement on Form N-2 on November 23, 1999 (File Nos. 333-88213
and 811-08271) are hereby incorporated by reference.
SUPPLEMENT DATED JULY 3, 2000
TO THE PROSPECTUS OF
FRANKLIN FLOATING RATE TRUST
DATED DECEMBER 1, 1999
(REPLACES SUPPLEMENT DATED JUNE 1, 2000)
As in the prospectus, terms beginning with a capital letter or having all
capitals are explained in the Useful Terms and Definitions section at the end
of the prospectus.
The prospectus is amended as follows:
I. All references to Franklin Templeton Trust Company in this prospectus are
replaced with Franklin Templeton Bank & Trust.
II. All references in the prospectus to the number of Common Shares of the
fund registered with the SEC are amended to reflect the registration of an
additional 200,000,000 Common Shares, bringing the total number of registered
Common Shares of the fund to 520,000,000.
III. The second and third paragraphs and the footnote on the inside front
cover are replaced with the following:
The fund began offering its Common Shares and began investment operations on
October 10, 1997. The fund engages in a continuous offering of Common Shares.
The fund is authorized as a business trust to issue an unlimited number of
Common Shares and has registered 520,000,000 Common Shares. Common Shares are
offered at a price equal to the next determined Net Asset Value per share,
which, as of June 15, 2000, was $9.86 per share. There is no front-end sales
charge on purchases of Common Shares. An Early Withdrawal Charge of 1% will
be imposed on Common Shares that are held less than twelve months and that
are accepted by the fund for repurchase in a Tender Offer. Certain waivers of
this charge may apply. Please see "Early Withdrawal Charge." The price of
Common Shares will fluctuate, depending upon the fund's Net Asset Value per
share.
The proceeds to the fund of the offering of the 200,000,000 Common Shares
most recently registered by the fund are estimated at $1,972,000 and, subject
to expenses of issuance and distribution1 and any repurchases, will be
invested by the fund over the course of the continuous offering.
---------------------
1. The expenses of issuance and distribution for such Common Shares are
estimated at $8,624,293 which includes, in addition to other expenses,
$670,293 for government and self-regulatory organization filing fees and
$7,888,000 for accounting and transfer agent fees. The fund incurred
organizational expenses that remain a liability of the fund and are gradually
reduced in equal installments over a period of 60 months from the date the
fund commenced investment operations on October 10, 1997. The remaining
liability, as of May 31, 2000, is $55,865 and the amount of the monthly
reduction is $2,067. The foregoing expenses that are incurred during the
annual period as described in "Expense Summary" below are included in the
total annual fund operating expenses described in such summary.
IV. The following information is added to the section "Financial Highlights"
on page 4:
SIX MONTHS
ENDED
JANUARY 31, 2000
(UNAUDITED)1
PER SHARE OPERATING PERFORMANCE
(for a share outstanding throughout the period)
Net asset value, beginning of period ........... $9.98
---------
Income from investment operations:
Net investment income ......................... 0.40
Net realized and unrealized gains (losses) .... (0.02)
---------
Total from investment operations ............... 0.38
---------
Less distributions from net investment income .. (0.40)
---------
Net asset value, end of period ................. $ 9.96
---------
Total return2................................... 3.92%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's) .............. $1,773,356
Ratios to average net assets:
Expenses ...................................... 1.40%3
Expenses excluding waiver and payments by affiliate 1.42%3
Net investment income ......................... 8.08%3
Portfolio turnover rate ........................ 41.84%
1. Based on average shares outstanding
2. Total return does not reflect the Early Withdrawal Charge and is not
annualized.
3. Annualized.
V. The section "Opening Your Account" on page 40 is replaced with the
following:
To open your account, please follow the steps below. This will help avoid any
delays in processing your request. PLEASE KEEP IN MIND THAT THE FUND DOES NOT
CURRENTLY ALLOW INVESTMENTS BY MARKET TIMERS.
1. Read this prospectus carefully.
2. Determine how much you would like to invest. The fund's minimum
investments are:
o To open an account ....................... $1,000
o To open a custodial account for a
minor (an UGMA/UTMA account).............. $ 100
o To open an account with an automatic
investment plan ($25 for an Education IRA) $ 50
o To add to an account ..................... $ 50
We reserve the right to change the amount of these minimums for certain
purchases. We also reserve the right to refuse any order to buy Common Shares.
3. Carefully complete and sign the enclosed account application, including
the optional shareholder privileges section. To save time, you can sign up
now for services you may want on your account by completing the appropriate
sections of the application (see "Services to Help You Manage Your Account"
on page 61). For example, if you would like to link one of your bank
accounts to your fund account so that you may use electronic fund transfers
to and from your bank account to buy and sell shares, please complete the
bank information section of the application. We will keep your bank
information on file for future purchases and redemptions.
4. Make your investment using the table below.
METHOD STEPS TO FOLLOW
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BY MAIL For an initial investment:
Return the application to the fund with your check made
payable to the fund.
For additional investments:
Send a check made payable to the fund. Please include your
account number on the check.
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BY WIRE 1. Call Shareholder Services or, if that number is busy, call
1-650/312-2000 collect, to receive a wire control number
and wire instructions. You need a new wire control number
every time you wire money into your account. If you do not
have a currently effective wire control number, we will
return the money to the bank, and we will not credit the
purchase to your account.
2. For an initial investment you must also return your signed
application to the fund.
IMPORTANT DEADLINES: If we receive your call before 1:00
p.m. Pacific time and the bank receives the wired funds and
reports the receipt of wired funds to the fund by 3:00 p.m.
Pacific time, we will credit the purchase to your account
that day. If we receive your call after 1:00 p.m. or the
bank receives the wire after 3:00 p.m., we will credit the
purchase to your account the following business day.
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THROUGH
YOUR DEALER Call your investment representative
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Effective July 3, 2000, the following is added to the section above:
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OPENING AN ACCOUNT ADDING TO AN ACCOUNT
--------------------------------------------------------------------
If you have another Before requesting a
BY PHONE Franklin Templeton telephone purchase,
account with your bank please make sure we have
(Up to $100,000 account information on your bank account
per day) file, you may open a information on file. If
new account by phone. we do not have this
1-800/632-2301 The accounts must be information, you will
identically need to send written
registered. instructions with your
bank's name and address,
To make a same day a voided check or
investment, please savings account deposit
call us by 1:00 p.m. slip, and a signature
Pacific time or the guarantee if the
close of the New York ownership of the bank
Stock Exchange, and fund accounts is
whichever is earlier. different.
To make a same day
investment, please call
us by 1:00 p.m. Pacific
time or the close of the
New York Stock Exchange,
whichever is earlier.
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VI. The first sentence of the fourth paragraph of the section "Exchanges" on
page 51 is replaced with the following:
You may request an exchange over the phone (1-800-632-2301) provided that you
do not hold share certificates for the Common Shares or other Franklin
Templeton Fund shares you want to exchange. If your shares are held in street
or nominee name, please contact your Securities Dealer to request an exchange
by telephone. Otherwise, appropriate written instructions, signed by all
registered owners, must accompany your exchange request.
VII. The last paragraph of the section "Written Instructions" on page 59 is
replaced with the following:
TENDER OFFERS-TELEPHONE INSTRUCTIONS
Generally, in a Tender Offer, requests to tender Common Shares with a value
of $100,000 or less can be made over the phone (1-800-632-2301) provided that
you do not hold share certificates and you have not changed your address by
phone within the last 15 days. You may not tender over the phone more than
$100,000 in Common Shares during any single Tender Offer period. If your
shares are held in street or nominee name, please contact your Securities
Dealer to tender your Common Shares by telephone. Otherwise, written
instructions with respect to your tender of Common Shares in a Tender Offer
must be completed in the manner described, and on the appropriate forms
included, in the notification to shareholders of the Tender Offer.
If you qualify for a waiver from the Early Withdrawal Charge, please notify
our representative when you request to tender Common Shares over the phone.
If you do not indicate that you qualify for this waiver, the fund cannot
guarantee that you will receive the waiver.
VIII. The section "Automatic Investment Plan" on page 61 is replaced with
the following:
AUTOMATIC INVESTMENT PLAN
This plan offers a convenient way for you to invest in the fund by
automatically transferring money from your checking or savings account each
month to buy Common Shares. To sign up, complete the appropriate section of
your account application and mail it to Investor Services. If you are
opening a new account, please include the minimum initial investment of $50
($25 for an Education IRA) with your application.
IX. The section "Services to Help You Manage Your Account" on page 61 is
amended to add the following:
TELEPHONE PRIVILEGES
You automatically receive telephone privileges when you open your account,
allowing you, your investment representative or your Securities Dealer to
buy, sell or exchange your shares in connection with a Tender Offer and make
certain other changes to your account by phone.
For accounts with more than one registered owner, telephone privileges also
allow the fund to accept written instructions signed by only one owner for
transactions and account changes that could otherwise be made by phone. For
all other transactions and changes, all registered owners must sign the
instructions. In addition, our telephone exchange privilege allows you to
exchange shares by phone from a fund account requiring two or more
signatures into an identically registered money fund account requiring only
one signature for all transactions. This type of telephone exchange is
available as long as you have telephone exchange privileges on your account.
As long as we take certain measures to verify telephone requests, we will
not be responsible for any losses that may occur from unauthorized requests.
Of course, you can decline telephone purchase, exchange, or redemption
privileges by sending your written instruction stating that you decline
telephone exchange or redemption privileges to Investor Services at P.O. Box
997151, Sacramento, CA, 95899-9983.
AUTOMATIC PAYROLL DEDUCTION
You may invest in the Fund automatically by transferring money from your
paycheck to the Fund by electronic funds transfer. If you are interested,
indicate on your application that you would like to receive an Automatic
Payroll Deduction Program kit.
Please keep this supplement for future reference.
SUPPLEMENT DATED JULY 3, 2000
TO THE STATEMENT OF ADDITIONAL INFORMATION OF
FRANKLIN FLOATING RATE TRUST
DATED DECEMBER 1, 1999
The Statement of Additional Information is amended as follows:
I. The last paragraph under "Officers and Trustees" is replaced with the
following:
As of June 13, 2000, the officers and Board members, as a group, owned of
record and beneficially less than 1% of the total outstanding shares of the
fund.
II. The following information is added to the applicable sections under "How
Does the Fund Measure Performance?":
TOTAL RETURN
AVERAGE ANNUAL TOTAL RETURN. The average annual total returns for the
indicated periods ended January 31, 2000, were:
SINCE
1 YEAR INCEPTION
(%) (10/10/97)(%)
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7.03 6.91
CUMULATIVE TOTAL RETURN. The cumulative total returns for the indicated
periods ended January 31, 2000, were:
SINCE
1 YEAR INCEPTION
(%) (10/10/97)(%)
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7.03 16.69
YIELD
CURRENT YIELD. The yield for the 30-day period ended January 31, 2000, was
8.63%.
CURRENT DISTRIBUTION RATE
The current distribution rate for the 30-day period ended January 31, 2000,
was 8.51%.
III. The following is added at the end of the paragraph under "Financial
Statements":
The unaudited financial statements in the fund's Semiannual Report to
Shareholders, for the six-month period ended January 31, 2000, also are
incorporated by reference.
Please keep this supplement for future reference.
FRANKLIN FLOATING RATE TRUST
FORM N-2
PART C - OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(1) Included in Part A: Financial Highlights.
Included in Part B:
a) Financial Statements incorporated in Part B by reference to
the Registrant's Annual Report to Shareholders dated July 31,
1999 as filed with the SEC on Form N-30D on September 29, 1999:
(i) Financial Highlights.
(ii) Statement of Investments, July 31, 1999.
(iii) Statement of Assets and Liabilities - July 31, 1999.
(iv) Statement of Operations - for the year ended July 31,
1999.
(v) Statements of Changes in Net Assets - for the years
ended July 31, 1999 and 1998.
(vi) Statement of Cash Flows - for the year ended July 31,
1999.
(vii) Reconciliation of Net Investment Income to Net Cash
Provided by Operations - for the year ended July 31,
1999.
(viii)Notes to Financial Statements.
(ix) Independent Auditors' Report.
b) Unaudited Financial Statements incorporated in Part B by
reference to the Registrant's Semiannual Report to
Shareholders dated January 31, 2000, as filed with the SEC on
Form N-30D on April 10, 2000:
(i) Financial Highlights.
(ii) Statement of Investments, January 31, 2000.
(iii) Statement of Assets and Liabilities - January 31, 2000.
(iv) Statement of Operations - for the six months ended
January 31, 2000.
(v) Statements of Changes in Net Assets - for the six months
ended January 31, 2000, and the year ended July 31, 1999.
(vi) Statement of Cash Flows - for the six months ended
January 31, 2000.
(vii) Reconciliation of Net Investment Income to Net Cash
Provided by Operations - for the six months ended
January 31, 2000.
(viii)Notes to Financial Statements.
(2) Exhibits:
The following exhibits are incorporated by reference herein to the
filings referenced for each exhibit below, except for those exhibits
that are filed herewith, as noted below:
(a) Charter.
(i) Agreement and Declaration of Trust dated May 13,
1997.
Filing: Post-Effective Amendment No. 1 to
Registration Statement on Form N-2.
File No.: 333-65111.
Filing Date: November 24, 1998.
(ii) Certificate of Trust dated May 13, 1997.
Filing: Post-Effective Amendment No. 1 to
Registration Statement on Form N-2.
File No.: 333-30131.
Filing Date: December 8, 1997.
(b) By-Laws.
Filing: Initial Registration Statement on Form
N-2.
File No.: 333-30131.
Filing Date: June 27, 1997.
(c) Voting Trust Agreement.
Not Applicable.
(d) (i) Specimen of Stock Certificate: Not Applicable
(ii) Agreement and Declaration of Trust
ARTICLE III - SHARES.
SECTIONS 1-7
ARTICLE IV - HOLDERS' VOTING POWERS AND
MEETINGS.
SECTIONS 1-5
ARTICLE VIII - MISCELLANEOUS.
SECTIONS 2-3
By-Laws
ARTICLE II - MEETINGS OF HOLDERS.
ARTICLE IX - GENERAL MATTERS.
SECTIONS 3-5
PART A: Prospectus
"Description of Common Shares"
(e) Dividend Reinvestment Plan.
Not Applicable.
(f) Long-Term Debt Instruments.
Not Applicable.
(g) Investment Advisory Agreements.
(i) Investment Advisory Agreement between Registrant and
Franklin Advisers, Inc. dated September 16, 1997.
Filing: Post-Effective Amendment No. 3 to
Registration Statement on Form N-2.
File No.: 333-30131.
Filing Date: March 6, 1998.
(ii) Fund Administration Agreement between Registrant and
Franklin Templeton Services, Inc. dated September 16,
1997.
Filing: Post-Effective Amendment No. 3 to
Registration Statement on Form N-2.
File No.: 333-30131.
Filing Date: March 6, 1998.
(h) Underwriting Agreement.
(i) Amended Distribution Agreement between Registrant and
Franklin/Templeton Distributors, Inc. dated July 1, 1998.
Filing: Post-Effective Amendment No. 1 to
Registration Statement on Form N-2.
File No.: 333-65111.
Filing Date: November 24, 1998.
(ii) Form of Dealer Agreements between Franklin/Templeton
Distributors, Inc. and Securities Dealers.
Filing: Post-Effective Amendment No. 1 to
Registration Statement on Form N-2.
File No.: 333-65111.
Filing Date: November 24, 1998.
(iii)Amendment of Amended Distribution Agreement dated January
12, 1999.
Filing: Post-Effective Amendment No. 1 to
Registration Statement on Form N-2.
File No.: 333-88213.
Filing Date: November 23, 1999.
(i) Bonus, Profit Sharing, Pension Plans.
Not Applicable.
(j) Custodian Agreements and Depository Contracts.
(i) Master Custody Agreement dated February 16, 1996.
Filing: Post-Effective Amendment No. 3 to
Registration Statement on Form N-2.
File No.: 333-30131.
Filing Date: March 6, 1998.
(i)(a)Amendment dated May 7, 1997 to Master Custody Agreement
between Registrant and Bank of New York dated February
16, 1996.
Filing: Post-Effective Amendment No. 3 to
Registration Statement on Form N-2.
File No.: 333-30131.
Filing Date: March 6, 1998.
(i)(b)Amendment dated February 27, 1998 to Master Custody
Agreement between Registrant and Bank of New York dated
February 16, 1996.
Filing: Registration Statement on Form N-2.
File No.: 333-65111.
Filing Date: September 30, 1998.
(i)(c)Amendment dated March 21, 2000, to Exhibit A of the
Master Custody Agreement dated February 16, 1996 is
hereby incorporated by reference to EX-99.2(j)(iv) to the
Registrant's Registration Statement on Form N-2 as filed
on March 24, 2000.
(ii) Foreign Custody Manager Agreement between Registrant and
Bank of New York made as of July 30, 1998, effective as
of February 27, 1998.
Filing: Registration Statement on Form N-2.
File No.: 333-65111.
Filing Date: September 30, 1998.
(k) Other Material Contracts.
Not Applicable.
(l) Opinion and Consent of Stradley, Ronon, Stevens & Young, LLP
dated June 20, 2000 attached hereto as Exhibit EX-99.2(l).
(m) Non-Resident Officers/Directors - Consent to Service of
Process.
Not Applicable.
(n) Other Opinions and Consents.
Consent of PricewaterhouseCoopers, LLP dated June 20, 2000 is
attached hereto as Exhibit EX-99.2(n).
(o) Omitted Financial Statements.
Not Applicable.
(p) Agreements Re: Initial Capital.
Letter of Investment Intent dated September 16, 1997.
Filing: Post-Effective Amendment No. 3 to
Registration Statement on Form N-2.
File No.: 333-30131.
Filing Date: March 6, 1998.
(q) Model Retirement Plans.
Not Applicable.
(r) Code of Ethics of the Registrant and Franklin Advisers, Inc.
is attached hereto as Exhibit EX-99.2(r).
(s) (i) Power of Attorney dated February 15, 2000 is attached
hereto as Exhibit EX-99.2(s)(i).
ITEM 25. MARKETING ARRANGEMENTS.
None.
ITEM 26. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the expenses already incurred and
expected to be incurred in connection with the issuance and distribution of
the 200,000,000 shares of Registrant being registered in this registration
statement under the Securities Act of 1933, other than underwriting discounts
and commissions.
SEC/NASD/Blue Sky fees $670,293
Printing and Engraving Expenses 19,000
Legal Fees 10,000
Audit Fees 5,000
Accounting/Transfer Agent Fees 7,888,000
Mailing Expenses 32,000
---------
Total $8,624,293
ITEM 27. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL.
Not Applicable.
ITEM 28. NUMBER OF HOLDERS OF SECURITIES.
45,433 record holders as of May 31, 2000.
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 its 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
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 20th day of June, 2000.
FRANKLIN FLOATING RATE TRUST
(Registrant)
By: /s/ David P. Goss
David P. Goss, Vice
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
RUPERT H. JOHNSON, JR.* Trustee & Principal June 20, 2000
Rupert H. Johnson, Jr. Executive Officer
MARTIN L. FLANAGAN* Principal Financial June 20, 2000
Martin L. Flanagan Officer
KIMBERLEY H. MONASTERIO* Principal Accounting June 20, 2000
Kimberley H. Monasterio Officer
FRANK H. ABBOTT, III* Trustee June 20, 2000
Frank H. Abbott, III
HARRIS J. ASHTON* Trustee June 20, 2000
Harris J. Ashton
S. JOSEPH FORTUNATO* Trustee June 20, 2000
S. Joseph Fortunato
EDITH E. HOLIDAY* Trustee June 20, 2000
Edith E. Holiday
CHARLES B. JOHNSON* Trustee & Chairman June 20, 2000
Charles B. Johnson of the Board
FRANK W. T. LAHAYE* Trustee June 20, 2000
Frank W. T. LaHaye
GORDON S. MACKLIN* Trustee June 20, 2000
Gordon S. Macklin
*By: /s/ David P. Goss
David P. Goss
Attorney-in-Fact
(Pursuant to Power of Attorney filed herewith)
FRANKLIN FLOATING RATE TRUST
REGISTRATION STATEMENT
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION LOCATION
EX-99.2(a)(i) Agreement and Declaration *
of Trust dated May 13, 1997
EX-99.2(a)(ii) Certificate of Trust dated May 13, *
1997
EX-99.2(b) By-Laws *
EX-99.2(g)(i) Investment Advisory Agreement *
between Registrant and Franklin
Advisers, Inc. dated September 16,
1997
EX-99.2(g)(ii) Fund Administration Agreement *
between Registrant and Franklin
Templeton Services, Inc. dated
September 16, 1997
EX-99.2(h)(i) Amended Distribution Agreement *
between Registrant and
Franklin/Templeton Distributors,
Inc. dated July 1, 1998
EX-99.2(h)(ii) Forms of Dealer Agreements *
between Franklin/Templeton
Distributors, Inc. and
Securities Dealers
EX-99.2(h)(iii) Amendment of Amended Distribution *
Agreement dated January 12, 1999
EX-99.2(j)(i) Master Custody Agreement dated *
February 16, 1996
EX-99.2(j)(i)(a) Amendment dated May 7, 1997 *
to Master Custody Agreement
between Registrant and Bank
of New York dated February
16, 1996
EX-99.2(j)(i)(b) Amendment dated February 27, *
1998 to Master Custody
Agreement between Registrant
and Bank of New York dated
February 16, 1996
EX-99.2(j)(i)(c) Amendment dated March 21, 2000 to Attached
Exhibit A of the Master Custody
Agreement dated February 16, 1996 is
hereby incorporated by reference to
EX-99.2(j)(iv) to the Registrant's
Registration Statement on Form N-2
as filed March 24, 2000
EX-99.2(j)(ii) Foreign Custody Manager *
Agreement between Registrant
and Bank of New York made as
of July 30, 1998, effective
as of February 27, 1998
EX-99.2(l) Opinion and Consent Attached
of Stradley, Ronon, Stevens & Young,
LLP
EX-99.2(n) Consent of PricewaterhouseCoopers, Attached
LLP
EX-99.2(p) Letter of Investment *
Intent dated September
16, 1997
EX-99.2(r) Code of Ethics Attached
EX-99.2(s)(i) Power of Attorney dated Attached
February 15, 2000
*Incorporated by Reference
