As filed with the Securities and Exchange Commission on April 18,
1995
File Nos.
2-60470
811-2790
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.
Post-Effective Amendment No. 19 (X)
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 18 (X)
FRANKLIN CALIFORNIA TAX-FREE INCOME FUND, INC.
(Exact Name of Registrant as Specified in Charter)
777 MARINERS ISLAND BLVD., SAN MATEO, CA 94404
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (415) 312-2000
Harmon E. Burns, 777 Mariners Island Blvd., San Mateo, CA 94404
(Name and Address of Agent for Service of Process)
Approximate Date of Proposed Public Offering:
It is proposed that this filing will become effective (check
appropriate box)
{ } immediately upon filing pursuant to paragraph (b)
{X} on May 1, 1995 pursuant to paragraph (b)
{ } 60 days after filing pursuant to paragraph (a)(i)
{ } on (Date) pursuant to paragraph (a)(ii)
{ } on (Date) pursuant to paragraph (a)(ii) of rule 485
If appropriate, check the following box
{ } This post-effective amendment designates a new effective
date for a previously filed post-effective amendment.
Declaration Pursuant to Rule 24f-2. The issuer has registered an
indefinite number or amount of securities under the Securities
Act of 1933 pursuant to Section 24(f)(2) under the Investment
Company Act of 1940. The Rule 24f-2 Notice for the issuer's most
recent fiscal year was filed on June 29, 1994.
FRANKLIN CALIFORNIA TAX-FREE INCOME FUND, INC.
CROSS REFERENCE SHEET
FORM N-1A
N-1A Location in
Item No. Item Registration Statement
Part A: Information Required in Prospectus
1. Cover Page Cover Page
2. Synopsis "Expense Table"
3. Condensed Financial "Financial Highlights";
Information "Performance"
4. General Description "About the Fund"; "Investment
Objective and Policies of the
Fund"; "General Information";
"Risk Factors in California"
5. Management of the Fund "Management of the Fund"
5A. Management's Discussion Contained in Registrant's
of Fund Performance Annual Report to Shareholders
6. Capital Stock and Other "Distributions to
Securities Shareholders"; "Taxation of the
Fund and Its Shareholders";
"General Information"
7. Purchase of Securities "How to Buy Shares of the
Being Offered Fund"; "Other Programs and
Privileges Available to Fund
Shareholders"; "Exchange
Privilege"; "Valuation of Fund
Shares"
8. Redemption or "How to Sell Shares of the
Repurchase Fund"; "Valuation of Fund
Shares"; "Exchange Privilege";
"How to Get Information
Regarding an Investment in the
Fund"; "Telephone Transactions"
9. Pending Legal Not Applicable
Proceedings
Part B: Information Required in
Statement of Additional Information
10. Cover Page Cover Page
11. Table of Contents Contents
12. General Information and Cover Page, Prospectus "About
History the Fund"
13 Investment Objectives "The Fund's Investment
Objective and Policies"; (See
also the Prospectus "Investment
Objective and Policies of the
Fund")
14. Management of the Fund "Officers and Directors"
15. Control Persons and "Officers and Directors"
Principal Holders of
Securities
16. Investment Advisory and "Investment Advisory and Other
Other Services Services"; (See also the
Prospectus "Management of the
Fund")
17. Brokerage Allocation "The Fund's Policies Regarding
Brokers Used on Portfolio
Transactions"
18. Capital Stock and Other (See the Prospectus, "General
Securities Information"; "About the Fund")
19. Purchase, Redemption "Additional Information
and Pricing of Regarding Fund Shares"; (See
Securities Being also the Prospectus "How to Buy
Offered Shares of the Fund"; "How to
Sell Shares of the Fund";
"Valuation of Fund Shares")
20. Underwriters "The Fund's Underwriter"
21. Tax Status "Additional Information
Regarding Taxation"
22. Calculation of "General Information"
Performance Data
23. Financial Statements Financial Statements
SUPPLEMENT DATED MAY 1, 1995
TO THE PROSPECTUS FOR
FRANKLIN CALIFORNIA TAX-FREE INCOME FUND
dated August 1, 1994
INTRODUCTION. As of May 1, 1995, the Franklin California Tax-Free
Income Fund (the "Fund") offers two classes to its investors:
Franklin California Tax-Free Income Fund - Class I ("Class I")
and Franklin California Tax-Free Income Fund - Class II ("Class
II"). Investors can choose between Class I shares, which
generally bear a higher front-end sales charge and lower ongoing
Rule 12b-1 distribution fees ("Rule 12b-1 fees"), and Class II
shares, which generally have a lower front-end sales charge and
higher ongoing Rule 12b-1 fees. Investors should consider the
differences between the two classes, including the impact of
sales charges and distribution fees, in choosing the more
suitable class given their anticipated investment amount and time
horizon.
This Supplement must be read in conjunction with the Prospectus
for this Fund. All investment objectives and policies described
in the Prospectus apply equally to both classes of shares in the
new multiclass structure. Further, all operational procedures
apply equally to both classes, unless otherwise specified in the
following discussion.
THE NEW APPLICATION FORM INCLUDED WITH THIS SUPPLEMENT MUST BE
USED FOR ALL PURCHASES. DO NOT USE THE APPLICATION FORM INCLUDED
IN THE PROSPECTUS.
MULTICLASS FUND STRUCTURE. The Fund has two classes of shares
available for investment: Class I and Class II. ALL FUND SHARES
OUTSTANDING BEFORE THE IMPLEMENTATION OF THE MULTICLASS STRUCTURE
HAVE BEEN REDESIGNATED AS CLASS I SHARES, AND WILL RETAIN THEIR
PREVIOUS RIGHTS AND PRIVILEGES. VOTING RIGHTS ATTRIBUTABLE TO
EACH CLASS WILL, HOWEVER, BE DIFFERENT. See the Prospectus for
more details about Class I shares. Class II shares are explained
in detail in the following discussion. Except as described below,
shares of both classes represent identical interests in the
Fund's investment portfolio.
EXPENSE TABLE
The purpose of this table is to assist an investor in
understanding the various costs and expenses that a shareholder
will bear directly or indirectly in connection with an investment
in the Fund. The figures are based on the operating expenses of
the Fund for the fiscal year ended March 31, 1994, restated to
reflect current sales charges and 12b-1 fees for each class.
SHAREHOLDER TRANSACTION EXPENSES
Class I Class II
Maximum Sales Charge Imposed on
Purchases
(as a percentage of offering
price) 4.25% 1.00%^
Deferred Sales Charge NONE^^ 1.00%+
Exchange Fee (per transaction) $5.00++ $5.00++
ANNUAL FUND OPERATING EXPENSES**
(as a percentage of average net assets)
Management Fees 0.45% 0.45%
Rule 12b-1 Fees 0.10%* 0.65%*
Other Expenses 0.04% 0.04%
Total Fund Operating Expenses 0.59% 1.14%
^Although Class II has a lower front-end sales charge than Class
I, over time the higher Rule 12b-1 fee for Class II may cause
shareholders to pay more for Class II shares than for Class I
shares. Given the maximum front-end sales charge and the rate of
Rule 12b-1 fees of each class, it is estimated that this will
take less than six years for shareholders who maintain total
shares valued at less than $100,000 in the Franklin Templeton
Funds. Shareholders with larger investments in the Franklin
Templeton Funds will reach the crossover point more quickly.
^^Class I investments of $1 million or more are not subject to a
front-end sales charge; however, a contingent deferred sales
charge of 1%, which has not been reflected in the Example below,
is generally imposed on certain redemptions within a "contingency
period" of 12 months of the calendar month following such
investments. See "How to Sell Shares of the Fund - Contingent
Deferred Sales Charge."
+Class II shares redeemed within a "contingency period" of 18
months of the calendar month following such investments are
subject to a 1% contingent deferred sales charge. See "How to
Sell Shares of the Fund - Contingent Deferred Sales Charge."
++$5.00 fee imposed only on Timing Accounts as described under
"Exchange Privilege" in the Prospectus. All other exchanges are
processed without a fee.
*Consistent with National Association of Securities Dealers,
Inc.'s rules, it is possible that the combination of front-end
sales charges and Rule 12b-1 fees could cause long-term
shareholders to pay more than the economic equivalent of the
maximum front-end sales charges permitted under those same rules.
Investors should be aware that the above table is not intended to
reflect in precise detail the fees and expenses associated with
an individual's own investment in the Fund. Rather the table has
been provided only to assist investors in gaining a more complete
understanding of fees, charges and expenses that an investor in
the classes will bear directly or indirectly. For a more detailed
discussion of these matters, investors should refer to the
appropriate sections of the Prospectus and this Supplement.
EXAMPLE
As required by SEC regulations, the following example illustrates
the expenses, including the maximum front-end sales charge and
applicable contingent deferred sales charge, that apply to a
$1,000 investment in the Fund over various time periods assuming
(1) a 5% annual rate of return and (2) redemption at the end of
each time period.
ONE YEAR THREE YEARS FIVE YEARS TEN YEARS
CLASS I $48 $61 $74 $113
CLASS II $32 $46 $72 $147
THIS EXAMPLE IS BASED ON THE RESTATED ANNUAL OPERATING EXPENSES,
SHOWN ABOVE AND SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST
OR FUTURE EXPENSES, WHICH MAY BE MORE OR LESS THAN THOSE SHOWN.
The operating expenses are borne by the Fund and only indirectly
by shareholders as a result of their investment in the Fund. In
addition, federal securities regulations require the example to
assume an annual return of 5%, but the Fund's actual return may
be more or less than 5%.
FINANCIAL HIGHLIGHTS
The following unaudited financial highlights for the six months
ended September 30, 1994, pertaining to Class I, supplement the
information included under "Financial Highlights" in the
Prospectus. Similar information for Class II will be included
after its shares have been offered to the public for a reasonable
period of time.
SIX MONTHS
ENDED
SEPTEMBER
30, 1994
PER SHARE OPERATING PERFORMANCE
Net asset value at beginning of period $7.12
Net investment income 0.22
Net realized and unrealized loss on
securities (0.078)
Total from investment operations 0.142
Distributions from net investment income (0.222)
Net asset value at end of period $7.04
TOTAL RETURN* 1.88%
RATIOS/SUPPLEMENTAL DATA
Net assets at end of period(in 000's) $13,142,194
Ratio of expenses to average net assets 0.55%+
Ratio of net investment income to average
net assets 6.27%+
Portfolio turnover rate 6.83%
*Total return measures the change in value of an investment over
the period indicated. It does not include the maximum 4.25% front-
end sales charge, assumes reinvestment of dividends and capital
gains, if any, at net asset value and is not annualized.
+Annualized
DECIDING WHICH CLASS TO PURCHASE. Investors should carefully
evaluate their anticipated investment amount and time horizon
prior to determining which class of shares to purchase.
Generally, an investor who expects to invest less than $100,000
in the Franklin Templeton Funds and who expects to make
substantial redemptions within approximately six years or less of
investment should consider purchasing Class II shares. Over time,
however, the higher annual Rule 12b-1 fees on Class II shares
will accumulate to outweigh the difference in initial sales
charges. For this reason, Class I shares may be more attractive
to long-term investors even if no sales charge reductions are
available to them. Investors should also consider that the higher
Rule 12b-1 fees for Class II shares will generally result in
lower dividends and consequently lower yields for Class II
shares. See "General Information" in the SAI for more information
regarding the calculation of dividends and yields.
Investors who qualify to purchase Class I shares at reduced sales
charges definitely should consider purchasing Class I shares,
especially if they intend to hold their shares for approximately
six years or more. Investors who qualify to purchase Class I
shares at reduced sales charges but who intend to hold their
shares less than approximately six years should evaluate whether
it is more economical to purchase Class I shares through a Letter
of Intent or under Rights of Accumulation or other means rather
than purchasing Class II shares. INVESTORS INVESTING $1 MILLION
OR MORE IN A SINGLE PAYMENT AND OTHER INVESTORS WHO QUALIFY TO
PURCHASE CLASS I SHARES AT NET ASSET VALUE WILL BE PRECLUDED FROM
PURCHASING CLASS II SHARES. See "How to Buy Shares of the Fund"
in the Prospectus.
Each class represents the same interest in the investment
portfolio of the Fund and has the same rights, except that each
class has a different sales charge, bears the separate expenses
of its Rule 12b-1 distribution plan, and has exclusive voting
rights with respect to such plan. The two classes also have
separate exchange privileges.
Each class also has a separate schedule for compensating
securities dealers for selling Fund shares. Investors should take
all of the factors regarding an investment in each class into
account before deciding which class of shares to purchase.
ALTERNATIVE PURCHASE ARRANGEMENTS. The difference between Class I
and Class II shares lies primarily in their front-end and
contingent deferred sales charges and Rule 12b-1 fees as
described below.
A separate Plan of Distribution has been approved and adopted for
each class ("Class I Plan" and "Class II Plan," respectively)
pursuant to Rule 12b-1 under the Investment Company Act of 1940,
as amended ("1940 Act"). The Rule 12b-1 fees charged to each
class will be based solely on the distribution and servicing fees
attributable to that particular class. Any portion of fees
remaining from either plan of distribution to securities dealers
up to the maximum amount permitted under each Plan may be used by
the class to reimburse Franklin/Templeton Distributors, Inc.
("Distributors") for routine ongoing promotion and distribution
expenses incurred with respect to such class. See "Plan of
Distribution" in the Prospectus for a description of such
expenses.
CLASS I. Class I shares are generally subject to a variable sales
charge upon purchase and not subject to any sales charge upon
redemption. Class I shares are subject to Rule 12b-1 fees of up
to an annual maximum of .10% of average daily net assets of such
shares. With this structure, Class I shares have higher front-end
sales charges than Class II shares and comparatively lower Rule
12b-1 fees.
Plan of Distribution. Under the Class I Plan, the Fund will
reimburse Distributors or other securities dealers for expenses
incurred in the promotion, servicing, and distribution of Class I
Fund shares. (See "Plan of Distribution" in the Prospectus and
"Distribution Plan" in the Statement of Additional Information
("SAI").)
Quantity Discounts and Purchases At Net Asset Value. Class I
shares may be purchased at a reduced front-end sales charge or at
net asset value if certain conditions are met. See "How to Buy
Shares of the Fund."
Contingent Deferred Sales Charge. In most circumstances, a
contingent deferred sales charge will not be assessed against
redemptions of Class I shares. A contingent deferred sales charge
will be imposed on Class I shares only if shares valued at $1
million or more are purchased after February 1, 1995, without a
sales charge, and are subsequently redeemed within 12 months of
the calendar month following their purchase. See "Contingent
Deferred Sales Charge" under "How to Sell Shares of the Fund" in
this Supplement.
CLASS II. The current public offering price of Class II shares is
equal to the net asset value, plus a sales charge of 1% of the
amount invested. Class II shares are also subject to a contingent
deferred sales charge of 1.0% if shares are redeemed within 18
months of the calendar month following purchase. In addition,
Class II shares are subject to Rule 12b-1 fees of up to a maximum
of 0.65% of average daily net assets of such shares. Class II
shares have lower front-end sales charges than Class I shares and
comparatively higher Rule 12b-1 fees.
Purchases of Class II shares are limited to amounts below $1
million. Any purchases of $1 million or more will automatically
be invested in Class I shares, since that is more beneficial to
investors. Such purchases, however, may be subject to a
contingent deferred sales charge. Investors may exceed $1 million
in Class II shares by cumulative purchases over a period of time.
Investors who intend to make investments exceeding $1 million,
however, should consider purchasing Class I shares through a
Letter of Intent instead of purchasing Class II shares. See "How
to Buy Shares of the Fund" in the Prospectus for more
information.
Plan of Distribution. Class II's operating expenses will
generally be higher under the Class II Plan. During the first
year following a purchase of Class II shares, Distributors will
keep a portion of the Plan fees attributable to those shares to
partially recoup fees Distributors pays to securities dealers.
Distributors, or its affiliates, may pay, from its own resources,
a commission of up to 1% of the amount invested to securities
dealers who initiate and are responsible for purchases of Class
II shares.
Contingent Deferred Sales Charge. Unless a waiver applies, a
contingent deferred sales charge of 1% will be imposed on Class
II shares redeemed within 18 months of their purchase. See
"Contingent Deferred Sales Charges" under "How to Sell Shares of
the Fund" in this Supplement.
MANAGEMENT OF THE FUND
The subsidiaries of Resources are described as the "Franklin
Templeton Group."
The Board of Directors has carefully reviewed the multiclass
structure to ensure that no material conflict exists between the
two classes of shares. Although the Board does not expect to
encounter material conflicts in the future, the Board will
continue to monitor the Fund and will take appropriate action to
resolve such conflicts if any should later arise.
In developing the multiclass structure, the Fund has retained the
authority to establish additional classes of shares. It is the
Fund's present intention to offer only two classes of shares, but
new classes may be offered in the future.
For more information regarding the responsibilities of the Board
and the management of the Fund, please see "Management of the
Fund" in the Prospectus.
CLASS II PLAN OF DISTRIBUTION
Under the Class II Plan, the maximum amount which the Fund is
permitted to pay to Distributors or others for distribution and
related expenses is 0.50% per annum of Class II shares' average
daily net assets, payable quarterly. All expenses of
distribution, marketing and related services over that amount
will be borne by Distributors or others who have incurred them,
without reimbursement by the Fund. In addition, the Class II Plan
provides for an additional payment by the Fund of up to 0.15% per
annum of the class' average daily net assets as a servicing fee,
payable quarterly. This fee will be used to pay securities
dealers or others for, among other things, assisting in
establishing and maintaining customer accounts and records;
assisting with purchase and redemption requests; receiving and
answering correspondence; monitoring dividend payments from the
Fund on behalf of the customers, or similar activities related to
furnishing personal services and/or maintaining shareholder
accounts.
The Class II Plan also covers any payments to or by the Fund,
Advisers, Distributors, or other parties on behalf of the Fund,
Advisers or Distributors, to the extent such payments are deemed
to be for the financing of any activity primarily intended to
result in the sale of Class II shares issued by the Fund within
the context of Rule 12b-1. The payments under the Plan are
included in the maximum operating expenses which may be borne by
Class II of the Fund.
During the first year after the purchase of Class II shares,
Distributors will keep a portion of the Plan fees assessed on
Class II shares to partially recoup fees Distributors pays to
securities dealers.
See the "Plan of Distribution" discussion in the "Management of
the Fund" section in the Prospectus and in the SAI for more
information about both Class I and Class II Plans.
DISTRIBUTIONS TO SHAREHOLDERS
Dividends and capital gains will be calculated and distributed in
the same manner for Class I and Class II shares. The per share
amount of any income dividends will generally differ only to the
extent that each class is subject to different Rule 12b-1 fees.
Because ongoing Rule 12b-1 expenses will be lower for Class I
than Class II, the per share dividends distributed to Class I
shares will generally be higher than those distributed to Class
II shares.
Unless otherwise requested in writing or on the Shareholder
Application, income dividends and capital gain distributions, if
any, will be automatically reinvested in the shareholder's
account in the form of additional shares, valued at the closing
net asset value (without a front-end sales charge) on the
dividend reinvestment date. Dividend and capital gain
distributions are only eligible for investment at net asset value
in the same class of shares of the Fund or the same class of
another of the Franklin Templeton Funds. See "Distributions to
Shareholders" in the Prospectus and the SAI for more information.
HOW TO BUY SHARES OF THE FUND
The following discussion supplements the one included in the
Prospectus under "How to Buy Shares of the Fund." THE APPLICATION
FORM INCLUDED WITH THIS SUPPLEMENT MUST ACCOMPANY ANY PURCHASE OF
SHARES. DO NOT USE THE APPLICATION INCLUDED IN THE PROSPECTUS.
PURCHASE PRICE OF FUND SHARES
Shares of both classes of the Fund are offered at the public
offering price, which is the net asset value per share plus a
front-end sales charge, next computed (1) after the shareholder's
securities dealer receives the order which is promptly
transmitted to the Fund, or (2) after receipt of an order by mail
from the shareholder directly in proper form (which generally
means a completed Shareholder Application accompanied by a
negotiable check).
CLASS I. The sales charge for Class I shares is a variable
percentage of the offering price depending upon the amount of the
sale. On orders for 100,000 shares or more, the offering price
will be calculated to four decimal places. On orders for less
than 100,000 shares, the offering price will be calculated to two
decimal places using standard rounding criteria. A description of
the method of calculating net asset value per share is included
under the caption "Valuation of Fund Shares" in the Prospectus.
Set forth below is a table of total front-end sales charges or
underwriting commissions and dealer concessions for Class I
shares:
TOTAL SALES CHARGE
SIZE OF AS A PERCENTAGE AS A PERCENTAGE DEALER
TRANSACTION AT OF OFFERING OF NET AMOUNT CONCESSION AS A
OFFERING PRICE PRICE INVESTED PERCENTAGE OF
OFFERING
PRICE*, ***
Less than
$100,000 4.25% 4.44% 4.00%
$100,000 but
less than
$250,000 3.50% 3.63% 3.25%
$250,000 but
less than
$500,000 2.75% 2.83% 2.50%
$500,000 but
less than
$1,000,000 2.15% 2.20% 2.00%
$1,000,000 or
more none none (see below)**
*Financial institutions or their affiliated brokers may receive
an agency transaction fee in the percentages set forth above.
**The following commissions will be paid by Distributors, out of
its own resources, to securities dealers who initiate and are
responsible for purchases of $1 million or more: 0.75% on sales
of $1 million but less than $2 million, plus 0.60% on sales of $2
million but less than $3 million, plus 0.50% on sales of $3
million but less than $50 million, plus 0.25% on sales of $50
million but less than $100 million, plus 0.15% on sales of $100
million or more. Dealer concession breakpoints are reset every 12
months for purposes of additional purchases.
***At the discretion of Distributors, all sales charges may at
times be allowed to the securities dealer. If 90% or more of the
sales commission is allowed, such securities dealer may be deemed
to be an underwriter as that term is defined in the Securities
Act of 1933, as amended.
No front-end sales charge applies on investments of $1 million or
more, but a contingent deferred sales charge of 1% is imposed on
certain redemptions of all or a portion of investments of $1
million or more within the contingency period. See "How to Sell
Shares of the Fund - Contingent Deferred Sales Charge" in this
Supplement.
The size of a transaction which determines the applicable sales
charge on the purchase of Class I shares is determined by adding
the amount of the shareholder's current purchase plus the cost or
current value (whichever is higher) of a shareholder's existing
investment in one or more of the funds in the Franklin Group of
Funds(Registered Trademark) and the Templeton Group of Funds.
Included for these aggregation purposes are (a) the mutual funds
in the Franklin Group of Funds except Franklin Valuemark Funds
and Franklin Government Securities Trust (the "Franklin Funds"),
(b) other investment products underwritten by Distributors or its
affiliates (although certain investments may not have the same
schedule of sales charges and/or may not be subject to reduction)
and (c) the U.S. registered mutual funds in the Templeton Group
of Funds except Templeton Capital Accumulator Fund, Inc.,
Templeton Variable Annuity Fund, and Templeton Variable Products
Series Fund (the "Templeton Funds"). (Franklin Funds and
Templeton Funds are collectively referred to as the "Franklin
Templeton Funds.") Sales charge reductions based upon aggregate
holdings of (a), (b) and (c) above ("Franklin Templeton
Investments") may be effective only after notification to
Distributors that the investment qualifies for a discount.
Distributors, or one of its affiliates, may make payments, out of
its own resources, of up to 1% of the amount purchased to
securities dealers who initiate and are responsible for purchases
made at net asset value by certain trust companies and trust
departments of banks. See definitions under "Description of
Special Net Asset Value Purchases" and as set forth in the SAI.
CLASS II. Unlike Class I shares, the front-end sales charges and
dealer concessions for Class II shares do not vary depending on
the amount of purchase. See table below:
TOTAL SALES CHARGE
AS A DEALER
SIZE OF TRANSACTION AS A PERCENTAGE PERCENTAGE CONCESSION AS
AT OFFERING PRICE OF NET OFFERING OF NET A PERCENTAGE
PRICE AMOUNT OF OFFERING
INVESTED PRICE*
any amount (less
than $1 million) 1.00% 1.01% 1.00%
* During the first year following a purchase of Class II shares,
Distributors will keep a portion of the Plan fees attributable to
those shares to partially recoup fees Distributors pays to
securities dealers. Distributors, or one of its affiliates, may
make an additional payment to the securities dealer, from its own
resources, of up to 1% of the amount invested.
Class II shares redeemed within eighteen months of their purchase
will be assessed a contingent deferred sales charge of 1.0% on
the lesser of the then-current net asset value or the net asset
value of such shares at the time of purchase, unless such charge
is waived as described below.
PURCHASES AT NET ASSET VALUE
The following section, which supersedes that included in the
Prospectus, describes the categories of investors who may
purchase Class I shares of the Fund at net asset value and when
Class I and Class II shares may be purchased at net asset value.
The sections in the Prospectus titled "Quantity Discounts in
Sales Charges" and "Group Purchases" only apply to Class I
shares. Although sales charges on Class II shares may not be
reduced through a Letter of Intent or Rights of Accumulation as
described under "Quantity Discounts in Sales Charges," the value
of Class II shares owned by an investor may be included in
determining the appropriate sales charges for Class I shares.
PURCHASES AT NET ASSET VALUE
Class I shares may be purchased without the imposition of either
a front-end sales charge ("net asset value") or a contingent
deferred sales charge by (1) officers, trustees, directors and
full-time employees of the Fund, any of the Franklin Templeton
Funds, or of the Franklin Templeton Group, and by their spouses
and family members, including any subsequent payments by such
parties after cessation of employment; (2) companies exchanging
shares with or selling assets pursuant to a merger, acquisition
or exchange offer; (3) registered securities dealers and their
affiliates, for their investment account only, and (4) registered
personnel and employees of securities dealers and by their
spouses and family members, in accordance with the internal
policies and procedures of the employing securities dealer.
For either Class I or Class II, the same class of shares of the
Fund may be purchased at net asset value by persons who have
redeemed, within the previous 120 days, their shares of the Fund
or another of the Franklin Templeton Funds which were purchased
with a front-end sales charge or assessed a contingent deferred
sales charge on redemption. If a different class of shares is
purchased, the full front-end sales charge must be paid at the
time of purchase of the new shares. An investor may reinvest an
amount not exceeding the redemption proceeds. Credit will be
given for any contingent deferred sales charge paid on the shares
redeemed and subsequently repurchased, but the period for which
such shares may be subject to a contingent deferred sales charge
will begin as of the date the proceeds are reinvested. Shares of
the Fund redeemed in connection with an exchange into another
fund (see "Exchange Privilege") are not considered "redeemed" for
this privilege. In order to exercise this privilege, a written
order for the purchase of shares of the Fund must be received by
the Fund or the Fund's Shareholder Services Agent within 120 days
after the redemption. The 120 days, however, do not begin to run
on redemption proceeds placed immediately after redemption in a
Franklin Bank Certificate of Deposit ("CD") until the CD
(including any rollover) matures. Reinvestment at net asset value
may also be handled by a securities dealer or other financial
institution, who may charge the shareholder a fee for this
service. The redemption is a taxable transaction but reinvestment
without a sales charge may affect the amount of gain or loss
recognized and the tax basis of the shares reinvested. If there
has been a loss on the redemption, the loss may be disallowed if
a reinvestment in the same fund is made within a 30-day period.
Information regarding the possible tax consequences of such a
reinvestment is included in the tax section of the Prospectus and
the SAI.
For either Class I or Class II, the same class of shares of the
Fund or of another of the Franklin Templeton Funds may be
purchased at net asset value and without a contingent deferred
sales charge by persons who have received dividends and capital
gain distributions in cash from investments in that class of
shares of the Fund within 120 days of the payment date of such
distribution. To exercise this privilege, a written request to
reinvest the distribution must accompany the purchase order.
Additional information may be obtained from Shareholder Services
at 1-800/632-2301. See "Distributions in Cash" under
"Distributions to Shareholders."
Class I shares may be purchased at net asset value and without
the imposition of a contingent deferred sales charge by investors
who have, within the past 60 days, redeemed an investment in a
mutual fund which is not part of the Franklin Templeton Funds
which charged the investor a contingent deferred sales charge
upon redemption and which has investment objectives similar to
those of the Fund.
Class I shares may be purchased at net asset value and without
the imposition of a contingent deferred sales charge by broker-
dealers who have entered into a supplemental agreement with
Distributors, or by registered investment advisors affiliated
with such broker-dealers, on behalf of their clients who are
participating in a comprehensive fee program (sometimes known as
a wrap fee program).
Class I shares may also be purchased at net asset value and
without the imposition of a contingent deferred sales charge by
any state, county, or city, or any instrumentality, department,
authority or agency thereof which has determined that the Fund is
a legally permissible investment and which is prohibited by
applicable investment laws from paying a sales charge or
commission in connection with the purchase of shares of any
registered management investment company ("an eligible
governmental authority"). SUCH INVESTORS SHOULD CONSULT THEIR OWN
LEGAL ADVISORS TO DETERMINE WHETHER AND TO WHAT EXTENT THE SHARES
OF THE FUND CONSTITUTE LEGAL INVESTMENTS FOR THEM. Municipal
investors considering investment of proceeds of bond offerings
into the Fund should consult with expert counsel to determine the
effect, if any, of various payments made by the Fund or its
investment manager on arbitrage rebate calculations. If an
investment by an eligible governmental authority at net asset
value is made through a securities dealer who has executed a
dealer agreement with Distributors, Distributors or one of its
affiliates may make a payment, out of their own resources, to
such securities dealer in an amount not to exceed 0.25% of the
amount invested. Contact Franklin's Institutional Sales
Department for additional information.
DESCRIPTION OF SPECIAL NET ASSET VALUE PURCHASES
Class I shares may be purchased at net asset value and without
the imposition of a contingent deferred sales charge by trust
companies and bank trust departments for funds over which they
exercise exclusive discretionary investment authority and which
are held in a fiduciary, agency, advisory, custodial or similar
capacity. Such purchases are subject to minimum requirements with
respect to amount of purchase, which may be established by
Distributors. Currently, those criteria require that the amount
invested or to be invested during the subsequent 13-month period
in this Fund or any of the Franklin Templeton Investments must
total at least $1,000,000. Orders for such accounts will be
accepted by mail accompanied by a check or by telephone or other
means of electronic data transfer directly from the bank or trust
company, with payment by federal funds received by the close of
business on the next business day following such order.
For a complete understanding of how to buy shares of the Fund,
this Supplement must be read in conjunction with the Prospectus.
Refer to the SAI for further information regarding net asset
value purchases of Class I shares.
PURCHASING CLASS I AND CLASS II SHARES
When placing purchase orders, investors should clearly indicate
which class of shares they intend to purchase. A purchase order
that fails to specify a class will automatically be invested in
Class I shares. Initial purchases of $1 million or more in a
single payment will be invested in Class I shares. There are no
conversion features attached to either class of shares.
Investors who qualify to purchase Class I shares at net asset
value should purchase Class I rather than Class II shares. See
the section "Purchases at Net Asset Value" and "Description of
Special Net Asset Value Purchases" above for a discussion of when
shares may be purchased at net asset value.
OTHER PROGRAMS AND PRIVILEGES AVAILABLE TO FUND SHAREHOLDERS
With the exception of Systematic Withdrawal Plans, all programs
and privileges detailed under the discussion of "Other Programs
and Privileges Available to the Fund Shareholders" will remain in
effect as described in the Prospectus for the new multiclass
structure. For a complete discussion of these programs, see
"Other Programs and Privileges Available to Fund Shareholders" in
the Prospectus.
SYSTEMATIC WITHDRAWAL PLANS
Subject to the requirements outlined in the Prospectus, a
shareholder may establish a Systematic Withdrawal Plan for his or
her account. With respect to Class I shares, the contingent
deferred sales charge is waived for redemptions through a
Systematic Withdrawal Plan set up prior to February 1, 1995.
With respect to Systematic Withdrawal Plans set up on or after
February 1, 1995, the applicable contingent deferred sales charge
is waived for Class I and Class II share redemptions of up to 1%
monthly of an account's net asset value (12% annually, 6% semi-
annually, 3% quarterly). For example, if a Class I account
maintained an annual balance of $1,000,000, only $120,000 could
be withdrawn through a once-yearly Systematic Withdrawal Plan
free of charge; any amount over that $120,000 would be assessed a
1% (or applicable) contingent deferred sales charge. Likewise, if
a Class II account maintained an annual balance of $10,000, only
$1,200 could be withdrawn through a once-yearly Systematic
Withdrawal Plan free of charge.
EXCHANGE PRIVILEGE
Shareholders are entitled to exchange their shares for shares of
the same class of other Franklin Templeton Funds which are
eligible for sale in the shareholder's state of residence and in
conformity with such fund's stated eligibility requirements and
investment minimums. Some funds, however, may not offer Class II
shares. Class I shares may be exchanged for Class I shares of any
Franklin Templeton Funds. Class II shares may be exchanged for
Class II shares of any Franklin Templeton Funds. No exchanges
between different classes of shares will be allowed. A contingent
deferred sales charge will not be imposed on exchanges. If,
however, the exchanged shares were subject to a contingent
deferred sales charge in the original fund purchased and shares
are subsequently redeemed within twelve months (Class I shares)
or eighteen months (Class II shares) of the calendar month of the
original purchase date, a contingent deferred sales charge will
be imposed. Investors should review the prospectus of the fund
they wish to exchange from and the fund they wish to exchange
into for all specific requirements or limitations on exercising
the exchange privilege, for example, minimum holding periods or
applicable sales charges.
EXCHANGES OF CLASS I SHARES
The contingency period of Class I shares will be tolled (or
stopped) for the period such shares are exchanged into and held
in a Franklin or Templeton money market fund. If a Class I
account has shares subject to a contingent deferred sales charge,
Class I shares will be exchanged into the new account on a "first-
in, first-out" basis. See also "How to Sell Shares of the Fund -
Contingent Deferred Sales Charge."
EXCHANGES OF CLASS II SHARES
When an account is composed of Class II shares subject to the
contingent deferred sales charge, and shares that are not, the
shares will be transferred proportionately into the new fund.
Shares received from reinvestment of dividends and capital gains
are referred to as "free shares," shares which were originally
subject to a contingent deferred sales charge but to which the
contingent deferred sales charge no longer applies are called
"matured shares," and shares still subject to the contingent
deferred sales charge are referred to as "CDSC liable shares."
CDSC liable shares held for different periods of time are
considered different types of CDSC liable shares. For instance,
if a shareholder has $1,000 in free shares, $2,000 in matured
shares, and $3,000 in CDSC liable shares, and the shareholder
exchanges $3,000 into a new fund, $500 will be exchanged from
free shares, $1,000 from matured shares, and $1,500 from CDSC
liable shares. Similarly, if CDSC liable shares have been
purchased at different periods, a proportionate amount will be
taken from shares held for each period. If, for example, a
shareholder holds $1,000 in shares bought 3 months ago, $1,000
bought 6 months ago, and $1,000 bought 9 months ago, and the
shareholder exchanges $1,500 into a new fund, $500 from each of
these shares will be deemed exchanged into the new fund.
The only money market fund exchange option available to Class II
shareholders is the Franklin Templeton Money Fund II ("Money Fund
II"), a series of the Franklin Templeton Money Fund Trust. No
drafts (checks) may be written on Money Fund II accounts, nor may
shareholders purchase shares of Money Fund II directly. Class II
shares exchanged for shares of Money Fund II will continue to age
and a contingent deferred sales charge will be assessed if CDSC
liable shares are redeemed. No other money market funds are
available for Class II shareholders for exchange purposes. Class
I shares may be exchanged for shares of any of the money market
funds in the Franklin Templeton Funds except Money Fund II. Draft
writing privileges and direct purchases are allowed on these
other money market funds as described in their respective
prospectuses.
To the extent shares are exchanged proportionately, as opposed to
another method, such as first-in first-out, or free-shares
followed by CDSC liable shares, the exchanged shares may, in some
instances, be CDSC liable even though a redemption of such
shares, as discussed elsewhere herein, may no longer be subject
to a CDSC. The proportional method is believed by management to
more closely meet and reflect the expectations of Class II
shareholders in the event shares are redeemed during the
contingency period. For federal income tax purposes, the cost
basis of shares redeemed or exchanged is determined under the
Code without regard to the method of transferring shares chosen
by the Fund for purposes of exchanging or redeeming shares.
TRANSFERS
Transfers between identically registered accounts in the same
fund and class are treated as non-monetary and non-taxable
events, and are not subject to a contingent deferred sales
charge. The transferred shares will continue to age from the date
of original purchase. Like exchanges, shares will be moved
proportionately from each type of shares in the original account.
CONVERSION RIGHTS
It is not presently anticipated that Class II shares will be
converted to Class I shares. A shareholder may, however, sell his
Class II shares and use the proceeds to purchase Class I shares,
subject to all applicable sales charges.
See "Exchange Privilege" in the Prospectus for more information.
HOW TO SELL SHARES OF THE FUND
For a discussion regarding the sale of either class of Fund
shares, refer to the section in the Prospectus titled "How to
Sell Shares of the Fund." In addition, the charges described in
this Supplement will also apply to the sale of all Fund shares.
CONTINGENT DEFERRED SALES CHARGE
CLASS I. In order to recover commissions paid to securities
dealers on investments of $1 million or more, a contingent
deferred sales charge of 1% applies to redemptions of those
investments within the contingency period of 12 months of the
calendar month following their purchase. The charge is 1% of the
lesser of the value of the shares redeemed (exclusive of
reinvested dividends and capital gain distributions) or the total
cost of such shares at the time of purchase, and is retained by
Distributors. The contingent deferred sales charge is waived in
certain instances. See below and "Purchases at Net Asset Value"
under "How To Buy Shares of the Fund."
CLASS II. Class II shares redeemed within the contingency period
of 18 months of the calendar month following their purchase will
be assessed a contingent deferred sales charge, unless one of the
exceptions described below applies. The charge is 1% of the
lesser of the value of the shares redeemed (exclusive of
reinvested dividends and capital gain distributions) or the net
asset value at the time of purchase of such shares, and is
retained by Distributors. The contingent deferred sales charge is
waived in certain instances. See below.
CLASS I AND CLASS II. In determining if a contingent deferred
sales charge applies, shares not subject to a contingent deferred
sales charge are deemed to be redeemed first, in the following
order: (i) Shares representing amounts attributable to capital
appreciation of those shares held less than the contingency
period (12 months in the case of Class I shares and 18 months in
the case of Class II shares); (ii) shares purchased with
reinvested dividends and capital gain distributions; and (iii)
other shares held longer than the contingency period; and
followed by any shares held less than the contingency period, on
a "first in, first out" basis. For tax purposes, a contingent
deferred sales charge is treated as either a reduction in
redemption proceeds or an adjustment to the cost basis of the
shares redeemed.
The contingent deferred sales charge on each class of shares is
waived, as applicable, for: exchanges; any account fees;
redemptions through a Systematic Withdrawal Plan set up for
shares prior to February 1, 1995, and for Systematic Withdrawal
Plans set up thereafter, redemptions of up to 1% monthly of an
account's net asset value (3% quarterly, 6% semi-annually or 12%
annually); and redemptions initiated by the Fund due to a
shareholder's account falling below the minimum specified account
size.
All investments made during a calendar month, regardless of when
during the month the investment occurred, will age one month on
the last day of that month and each subsequent month.
REQUESTS FOR REDEMPTIONS FOR A SPECIFIED DOLLAR AMOUNT, UNLESS
OTHERWISE SPECIFIED, WILL RESULT IN ADDITIONAL SHARES BEING
REDEEMED TO COVER ANY APPLICABLE CONTINGENT DEFERRED SALES CHARGE
WHILE REQUESTS FOR REDEMPTION OF A SPECIFIC NUMBER OF SHARES WILL
RESULT IN THE APPLICABLE CONTINGENT DEFERRED SALES CHARGE BEING
DEDUCTED FROM THE TOTAL DOLLAR AMOUNT REDEEMED.
VALUATION OF FUND SHARES
The following sentence replaces the first sentence of the first
paragraph in this section; the subsequent paragraph is added to
the end of this section.
The net asset value per share of each class of the Fund is
determined as of the scheduled closing time of the New York Stock
Exchange ("Exchange") (generally 1:00 p.m. Pacific time) each day
that the Exchange is open for trading.
Each of the Fund's classes will bear, pro-rata, all of the common
expenses of the Fund. The net asset value of all outstanding
shares of each class of the Fund will be computed on a pro-rata
basis for each outstanding share based on the proportionate
participation in the Fund represented by the value of shares of
such classes, except that the Class I and Class II shares will
bear the Rule 12b-1 expenses payable under their respective
plans. Due to the specific distribution expenses and other costs
that will be allocable to each class, the dividends paid to each
class of the Fund may vary.
HOW TO GET INFORMATION REGARDING AN INVESTMENT IN THE FUND
The following paragraph replaces the second paragraph in this
section of the Prospectus:
From a touch tone phone, shareholders may access the automated
Franklin TeleFACTS system (day or night) at 1-800/247-1753 to
obtain current price, yield or other performance information
specific to a fund in the Franklin Funds, process an exchange as
discussed under the "Exchange Privilege" in the Prospectus, and
request duplicate confirmation or year-end statements, money fund
checks, if applicable, and deposit slips. Current prices for the
Templeton Funds are also available through TeleFACTS. The system
code for the Fund's two classes of shares, which will be needed
to access system information, is 112 for Class I and 212 for
Class II followed by the # sign. The system's automated operator
will prompt the caller with easy to follow step-by-step
instructions from the main menu. Other features may be added in
the future.
PERFORMANCE (CLASS II)
Because Class II shares were not offered prior to May 1, 1995, no
performance data is available for these shares. After a
sufficient period of time has passed, Class II performance data
as described in the "Performance" section of the Prospectus will
be available. Except as noted, it is likely that the performance
data relating to Class II shares will reflect lower total return
and yield figures than those for Class I shares because Class II
Rule 12b-1 fees are higher than Class I Rule 12b-1 fees. During
at least the first year of operation Class II share performance
will be higher than Class I in light of the higher initial sales
charge applicable to Class I shares.
GENERAL INFORMATION
With the exceptions noted below, all rights and privileges
detailed under the discussion of "General Information" will
remain in effect as described in the Prospectus for the new
multiclass structure. For a complete discussion of these rights
and privileges, see "General Information" in the Prospectus.
ORGANIZATION
The following sentences replace the first sentence of the
paragraph of this section.
The Fund's authorized capital stock consists of 10,000,000,000
shares of common stock of $.01 par value divided into two sub-
classes. Five billion (5,000,000,000) shares of capital stock
have been allocated to Class I and five billion (5,000,000,000)
shares of stock have been allocated to Class II.
VOTING RIGHTS
Shares of each class represent proportionate interests in the
assets of the Fund and have the same voting and other rights and
preferences as the other class of the Fund for matters that
affect the Fund as a whole. For matters that only affect a
certain class of the Fund's shares, however, only shareholders of
that class will be entitled to vote. Therefore, each class of
shares will vote separately on matters (1) affecting only that
class, (2) expressly required to be voted on separately by the
state corporation law, or (3) required to be voted on separately
by the 1940 Act or the rules adopted thereunder. For instance, if
a change to the Rule 12b-1 plan relating to Class I shares
requires shareholder approval, only shareholders of Class I may
vote on changes to the Rule 12b-1 plan affecting that class.
Similarly, if a change to the Rule 12b-1 plan relating to Class
II shares requires shareholder approval, only shareholders of
Class II may vote on the change to such plan. On the other hand,
if there is a proposed change to the investment objective of the
Fund, this affects all shareholders, regardless of which class of
shares they hold, and therefore, each share has the same voting
rights. For more information regarding voting rights, see the
"Voting Rights" discussion in the Prospectus under the heading
"General Information."
SUPPLEMENT DATED MAY 1, 1995
TO THE STATEMENT OF ADDITIONAL INFORMATION OF
FRANKLIN CALIFORNIA TAX-FREE INCOME FUND
dated August 1, 1994
As described in the Prospectus, this Fund now offers two
classes of shares to its investors. This new structure
allows investors to consider, among other features, the
impact of sales charges and distribution fees ("Rule 12b-1
fees") on their investments in this Fund.
ADD THE FOLLOWING AS THE LAST SENTENCE OF THE PARAGRAPH
DESCRIBING FEES PAID TO THE MANAGER UNDER "INVESTMENT ADVISORY
AND OTHER SERVICES":
Each class will pay its share of the fee as determined by the
proportion of the Fund that it represents.
EACH NEW CLASS OF SHARES HAS A SEPARATE DISTRIBUTION PLAN. FOR THIS
REASON, THE FIRST PARAGRAPH OF THE SECTION "THE FUND'S UNDERWRITER -
DISTRIBUTION PLAN" HAS BEEN REPLACED WITH THE FOLLOWING PARAGRAPH:
PLANS OF DISTRIBUTION
Each class of the Fund has adopted a Distribution Plan ("Class
I Plan" and "Class II Plan," respectively, or "Plans") pursuant
to Rule 12b-1 under the 1940 Act. Pursuant to the Class I Plan,
the Fund may pay up to a maximum of 0.10% per annum of its
average daily net assets for expenses incurred in the promotion
and distribution of its shares.
THE NEXT THREE PARAGRAPHS OF THIS SECTION IN THE STATEMENT OF
ADDITIONAL INFORMATION ONLY CONCERN THE CLASS I PLAN. THE
FOLLOWING PARAGRAPHS HAVE BEEN ADDED TO THIS SECTION AFTER THE
DISCUSSION OF THE CLASS I PLAN TO DESCRIBE THE PLAN FOR CLASS II:
THE CLASS II PLAN
Under the Class II Plan, the Fund is permitted to pay to
Distributors or others annual distribution fees, payable
quarterly, of .50% of Class II's average daily net assets,
in order to compensate Distributors or others for providing
distribution and related services and bearing certain
expenses of the Class. All expenses of distribution and
marketing over that amount will be borne by Distributors, or
others who have incurred them, without reimbursement by the
Fund. In addition to this amount, under the Class II Plan,
the Fund shall pay .15% per annum, payable quarterly, of the
Class' average daily net assets as a servicing fee. This fee
will be used to pay dealers or others for, among other
things, assisting in establishing and maintaining customer
accounts and records; assisting with purchase and redemption
requests; receiving and answering correspondence; monitoring
dividend payments from the Fund on behalf of the customers,
and similar activities related to furnishing personal
services and maintaining shareholder accounts. Distributors
may pay the securities dealer, from its own resources, a
commission of up to 1% of the amount invested.
THE SUBSEQUENT PARAGRAPHS IN THE SECTION "DISTRIBUTION PLAN" APPLY
EQUALLY TO BOTH CLASS I AND CLASS II PLANS, WITH THE EXCEPTION THAT
THE SENTENCE REGARDING UNREIMBURSED EXPENSES REFERS TO THE CLASS I
PLAN ONLY.
THE OFFICERS AND DIRECTORS SECTION IS REVISED TO READ AS FOLLOWS:
OFFICERS AND DIRECTORS
The Board of Directors has the responsibility for the
overall management of the Fund, including general
supervision and review of its investment activities. The
directors, in turn, elect the officers of the Fund who are
responsible for administering the day-to-day operations of
the Fund. The affiliations of the officers and directors and
their principal occupations for the past five years are
listed below. Directors who are deemed to be "interested
persons" of the Fund, as defined in the 1940 Act, are
indicated by an asterisk (*).
Harris J. Ashton (62)
General Host Corporation
Metro Center, 1 Station Place
Stamford, CT 06904-2045
Director
President, Chief Executive Officer and Chairman of the
Board, General Host Corporation (nursery and craft centers);
Director, RBC Holdings, Inc. (a bank holding company) and
Bar-S Foods; and director, trustee or managing general
partner, as the case may be, of 54 of the investment
companies in the Franklin Templeton Group of Funds.
S. Joseph Fortunato (62)
Park Avenue at Morris County
P. O. Box 1945
Morristown, NJ 07962-1945
Director
Member of the law firm of Pitney, Hardin, Kipp & Szuch;
Director of General Host Corporation; director, trustee or
managing general partner, as the case may be, of 56 of the
investment companies in the Franklin Templeton Group of
Funds.
*Charles B. Johnson (62)
777 Mariners Island Blvd.
San Mateo, CA 94404
President and Director
President and Director, Franklin Resources, Inc.; Chairman
of the Board and Director, Franklin Advisers, Inc. and
Franklin Templeton Distributors, Inc.; Director,
Franklin/Templeton Investor Services, Inc. and General Host
Corporation; and officer and/or director, trustee or
managing general partner, as the case may be, of most other
subsidiaries of Franklin Resources, Inc. and of 55 of the
investment companies in the Franklin Templeton Group of
Funds.
*Rupert H. Johnson, Jr. (54)
777 Mariners Island Blvd.
San Mateo, CA 94404
Vice President and Director
Executive Vice President and Director, Franklin Resources,
Inc. and Franklin Templeton Distributors, Inc.; President
and Director, Franklin Advisers, Inc.; Director,
Franklin/Templeton Investor Services, Inc.; and officer
and/or director, trustee or managing general partner, as the
case may be, of most other subsidiaries of Franklin
Resources, Inc. and of 42 of the investment companies in the
Franklin Templeton Group of Funds.
Gordon S. Macklin (66)
8212 Burning Tree Road
Bethesda, MD 20817
Director
Chairman, White River Corporation (information services);
Director, Fund American Enterprises Holdings, Inc., Martin
Marietta Corporation, MCI Communications Corporation,
MedImmune, Inc. (biotechnology), Infovest Corporation
(information services), and Fusion Systems Corporation
(industrial technology); and director, trustee or managing
general partner, as the case may be, of 51 of the investment
companies in the Franklin Templeton Group of Funds;
formerly, Chairman, Hambrecht and Quist Group; Director, H &
Q Healthcare Investors; and President, National Association
of Securities Dealers, Inc.
Harmon E. Burns (50)
777 Mariners Island Blvd.
San Mateo, CA 94404
Vice President
Executive Vice President, Secretary and Director, Franklin
Resources, Inc.; Executive Vice President and Director,
Franklin Templeton Distributors, Inc.; Executive Vice
President, Franklin Advisers, Inc.; Director,
Franklin/Templeton Investor Services, Inc.; officer and/or
director, as the case may be, of other subsidiaries of
Franklin Resources, Inc.; and officer and/or director or
trustee of 41 of the investment companies in the Franklin
Templeton Group of Funds.
Kenneth V. Domingues (62)
777 Mariners Island Blvd.
San Mateo, CA 94404
Vice President - Financial Reporting and Accounting
Standards
Senior Vice President, Franklin Resources, Inc., Franklin
Advisers, Inc., and Franklin Templeton Distributors, Inc.;
officer and/or director, as the case may be, of other
subsidiaries of Franklin Resources, Inc.; and Officer and/or
managing general partner, as the case may be, of 36 of the
investment companies in the Franklin Group of Funds.
Martin L. Flanagan (34)
777 Mariners Island Blvd.
San Mateo, CA 94404
Vice President and Chief Financial Officer
Senior Vice President, Chief Financial Officer and
Treasurer, Franklin Resources, Inc.; Executive Vice
President, Templeton Worldwide, Inc.; Senior Vice President
and Treasurer, Franklin Advisers, Inc. and Franklin
Templeton Distributors, Inc.; Senior Vice President,
Franklin/Templeton Investor Services, Inc.; officer of most
other subsidiaries of Franklin Resources, Inc.; and officer
of 60 of the investment companies in the Franklin Templeton
Group of Funds.
Deborah R. Gatzek (46)
777 Mariners Island Blvd.
San Mateo, CA 94404
Vice President
Senior Vice President - Legal, Franklin Resources, Inc. and
Franklin Templeton Distributors, Inc.; Vice President,
Franklin Advisers, Inc. and officer of 36 of the investment
companies in the Franklin Group of Funds.
Thomas J. Kenny (32)
777 Mariners Island Blvd.
San Mateo, CA 94404
Vice President
Senior Vice President, Franklin Advisers, Inc. and officer
of eight of the investment companies in the Franklin Group
of Funds.
Diomedes Loo-Tam (56)
777 Mariners Island Blvd.
San Mateo, CA 94404
Treasurer and Principal Accounting Officer
Employee of Franklin Advisers, Inc.; and officer of 36 of
the investment companies in the Franklin Group of Funds.
Brian E. Lorenz (56)
One North Lexington Avenue
White Plains, New York 10001-1700
Secretary
Attorney, member of the law firm of Bleakley Platt &
Schmidt; officer of three of the investment companies in the
Franklin Group of Funds.
Directors not affiliated with the investment manager
(nonaffiliated directors) are currently paid fees of $1,200 per
month plus $1,200 per meeting attended. During the fiscal year
ended March 30, 1994, fees totaling $86,400 were paid to
nonaffiliated directors. As indicated above, certain of the
directors and officers hold positions with other companies in
the Franklin Group of Funds(Registered Trademark) and the
Templeton Funds ("Franklin Templeton Funds"). The following
table shows the fees paid by the Fund to its nonaffiliated
directors and the total fees paid to such directors by the Fund
and other Franklin Templeton Funds for which they serve as
directors, trustees or managing general partners.
TOTAL
COMPENSATION
FROM
NUMBER OF FRANKLIN
FRANKLIN TEMPLETON
AGGREGATE TEMPLETON FUND FUNDS,
COMPENSATION BOARDS ON WHICH INCLUDING
NAME FROM FUND, * EACH SERVES THE FUND, **
Harris J. Ashton $28,800 54 319,925
S. Joseph Fortunato $28,800 56 336,065
Gordon S. Macklin $28,800 51 303,685
*For the fiscal year ended March 30, 1994.
**For the calendar year ended December 31, 1994
Non affiliated directors are also reimbursed for expenses
incurred in connection with attending Board meetings, paid pro
rata by each Franklin Templeton fund in which they serve.
As of March 31, 1995, the directors and officers, as a group,
owned of record and beneficially approximately 357,374 shares
or less than 1% of the total outstanding shares of the Fund. In
addition, many of the Fund's directors own shares in various of
the other funds in the Franklin Templeton Funds. Certain
officers or directors who are shareholders of Franklin
Resources, Inc. may be deemed to receive indirect remuneration
by virtue of their participation, if any, in the fees paid to
its subsidiaries. Charles B. Johnson and Rupert H. Johnson, Jr.
are brothers.
Legal fees and expense reimbursements of $51,226 were paid
during the fiscal year ended March 31, 1994, to the law firm
of which Mr. Lorenz, an officer of the Fund, is a partner,
and which acts as counsel to the Fund. No officer or trustee
received any other compensation directly from the Fund.
From time to time, the number of Fund shares held in the
"street name" accounts of various securities dealers for the
benefit of their clients or in centralized securities
depositories may exceed 5% of the total shares outstanding.
To the best knowledge of the Fund, no other person holds
beneficially or of record more than 5% of the Fund's
outstanding shares.
THE FOLLOWING SUBSTITUTES SUBSECTION "PURCHASES AT NET ASSET VALUE"
UNDER "ADDITIONAL INFORMATION REGARDING FUND SHARES":
SPECIAL NET ASSET VALUE PURCHASES. As discussed in the
Prospectus under "How to Buy Shares of the Fund -
Description of Special Net Asset Value Purchases," certain
categories of investors may purchase Class I shares of the
Fund at net asset value (without a front-end or contingent
deferred sales charge). Distributors or one of its
affiliates may make payments, out of its own resources, to
securities dealers who initiate and are responsible for such
purchases, as indicated below. Distributors may make these
payments in the form of contingent advance payments, which
may require reimbursement from the securities dealers with
respect to certain redemptions made within 12 months of the
calendar month following purchase, as well as other
conditions, all of which may be imposed by an agreement
between Distributors, or its affiliates, and the securities
dealer.
THE FOLLOWING PARAGRAPHS ARE ADDED TO "ADDITIONAL INFORMATION
REGARDING FUND SHARES":
The Fund may impose a $10 charge for each returned item ,
against any shareholder account which, in connection with the
purchase of Fund shares, submits a check or a draft which is
returned unpaid to the Fund.
LETTER OF INTENT
An investor may qualify for a reduced sales charge on the
purchase of Class I shares, as described in the Prospectus.
At any time within 90 days after the first investment which
the investor wants to qualify for the reduced sales charge,
a signed Shareholder Application, with the Letter of Intent
("Letter") section completed, may be filed with the Fund.
After the Letter is filed, each additional investment made
will be entitled to the sales charge applicable to the level
of investment indicated on the Letter. Sales charge
reductions based upon purchases in more than one company in
the Franklin Templeton Group will be effective only after
notification to Distributors that the investment qualifies
for a discount. The shareholder's holdings in the Franklin
Templeton Group, including Class II shares, acquired more
than 90 days before the Letter of Intent is filed will be
counted towards completion of the Letter of Intent but will
not be entitled to a retroactive downward adjustment of
sales charge. Any redemptions made by the shareholder,
during the 13-month period will be subtracted from the
amount of the purchases for purposes of determining whether
the terms of the Letter have been completed. If the Letter
is not completed within the 13-month period, there will be
an upward adjustment of the sales charge, depending upon the
amount actually purchased (less redemptions) during the
period. An investor who executes a Letter prior to a change
in the sales charge structure for the Fund will be entitled
to complete the Letter at the lower of (i) the new sales
charge structure; or (ii) the sales charge structure in
effect at the time the Letter was filed with the Fund.
As mentioned in the Prospectus, five percent (5%) of the
amount of the total intended purchase will be reserved in
shares of the Fund registered in the investor's name. If the
total purchases, less redemptions, equal the amount
specified under the Letter, the reserved shares will be
deposited to an account in the name of the investor or
delivered to the investor or the investor's order. If the
total purchases, less redemptions, exceed the amount
specified under the Letter and is an amount which would
qualify for a further quantity discount, a retroactive price
adjustment will be made by Distributors and the dealer
through whom purchases were made pursuant to the Letter (to
reflect such further quantity discount) on purchases made
within 90 days before and on those made after filing the
Letter. The resulting difference in offering price will be
applied to the purchase of additional shares at the offering
price applicable to a single purchase or the dollar amount
of the total purchases. If the total purchases, less
redemptions, are less than the amount specified under the
Letter, the investor will remit to Distributors an amount
equal to the difference in the dollar amount of sales charge
actually paid and the amount of sales charge which would
have applied to the aggregate purchases if the total of such
purchases had been made at a single time. Upon such
remittance the reserved shares held for the investor's
account will be deposited to an account in the name of the
investor or delivered to the investor or to the investor's
order. If within 20 days after written request such
difference in sales charge is not paid, the redemption of an
appropriate number of reserved shares to realize such
difference will be made. In the event of a total redemption
of the account prior to fulfillment of the Letter of Intent,
the additional sales charge due will be deducted from the
proceeds of the redemption, and the balance will be
forwarded to the investor.
THE "PURCHASES AND REDEMPTIONS THROUGH SECURITIES DEALERS" AND
"CALCULATION OF NET ASSET VALUE" SUBSECTIONS ARE MODIFIED TO REFLECT
THAT THE FUND'S NET ASSET VALUE IS CALCULATED FOR EACH CLASS
SEPARATELY AS OF THE SCHEDULED CLOSING OF THE NEW YORK STOCK
EXCHANGE (GENERALLY 1:00 P.M. PACIFIC TIME).
THE FOLLOWING SUBSTITUTES THE SUBSECTION "REINVESTMENT DATE":
REINVESTMENT DATE
Shares acquired through the reinvestment of dividends will
be purchased at the net asset value determined on the
business day following the dividend record date (sometimes
known as "ex-dividend date"). The processing date for the
reinvestment of dividends may vary from month to month, and
does not affect the amount or value of the shares acquired.
FINANCIAL STATEMENTS
The unaudited financial statements of the Fund for the six
months ended September 30, 1994 contained in the Semi Annual
Report to Shareholders dated September 30, 1994 are
incorporated herein by reference.
The current Prospectus and Statement of Additional
Information are incorporated herein by reference to Form
Type 497 filed electronically by Registrant with the U.S.
Securities and Exchange Commission on February 17, 1995,
Accession Number 0000225375-95-000002.
Franklin California Tax-Free Income Fund, Inc.
File Nos. 2-60470
811-2790
FORM N-1A
PART C
Other Information
Item 24 Financial Statements and Exhibits
a) Financial Statements
1) Unaudited Financial Statements for Franklin California Tax-
Free Income Fund, Inc. dated September 30, 1994, included
herein as Exhibit-99.A1.
(i) Statement of Investments in Securities and Net
Assets - September 30, 1994.
(ii) Statement of Assets and Liabilities - September 30,
1994.
(iii) Statement of Operations - for the six months ended
September 30, 1994.
(iv) Statements of Changes in Net Assets - for the six
months ended September 30, 1994 (unaudited) and the
year ended March 31, 1994.
(v) Notes to Financial Statements
2) Audited Financial Statements for Franklin California Tax-
Free Income Fund, Inc. dated March 31, 1994 are incorporated
herein by reference to the statement of additional
Information in Form Type 497 filed electronically by
Registrant with the U.S. Securities and Exchange Commission
on February 17, 1995 Accession Number 0000225375-95-000002.
(i) Report of Independent Auditors - April 25, 1994.
(ii) Statement of Investments in Securites and Net
Assets, March 31, 1994.
(iii) Statement of Assets and Liabilities, March 31, 1994
(iv) Statement of Operations for the year ended March 31,
1994.
(v) Statements of Changes in Net Assets for the years
ended March 31, 1994 and 1993.
(vi) Notes to Financial Statements
b) The following exhibits, where applicable, are herewith
incorporated by reference as noted, with the exceptions of
Exhibit 6(i), 8(iv), and 11(i) which are attached herewith.
1. copies of the charter as now in effect;
(i) Articles of Incorporation dated November 23, 1977
(ii) Articles of Amendment dated July 16, 1982
(iii) Articles of Amendment dated August 1, 1986
(iv) Articles of Amendment to Articles of Incorporation
dated March 21, 1995
2. copies of the existing By-Laws or instruments
corresponding thereto;
(i) By-Laws
3. copies of any voting trust agreement with respect to
more than five percent of any class of equity securities
of the Registrant;
Not Applicable
4. specimens or copies of each security issued by the
Registrant, including copies of all constituent
instruments, defining the rights of the holders of such
securities, and copies of each security being
registered;
Not Applicable
5. copies of all investment advisory contracts relating to
the management of the assets of the Registrant;
(i) Management Agreement between Registrant and
Franklin Advisers, Inc. dated May 1, 1994
6. copies of each underwriting or distribution contract
between the Registrant and a principal underwriter, and
specimens or copies of all agreements between principal
underwriters and dealers;
(i) Form of Amended and Restated Distribution Agreement
between Registrant and Franklin/Templeton
Distribution, Inc.
(ii) Form of Dealer Agreement between Franklin/Templeton
Distributors, Inc. and Securites Dealer
Registrant: Franklin Federal Tax-Free Income Fund
Filing: Post-Effective Amendment No. 17 to
Registration Statement on Form N-1A
File No. 2-75925
Filing Date: March 28, 1995
7. copies of all bonus, profit sharing, pension or other
similar contracts or arrangements wholly or partly for
the benefit of directors or officers of the Registrant
in their capacity as such; any such plan that is not set
forth in a formal document, furnish a reasonably
detailed description thereof;
Not Applicable
8. copies of all custodian agreements and depository
contracts under Section 17(f) of the 1940 Act, with
respect to securities and similar investments of the
Registrant, including the schedule of renumeration;
(i) Custodian Agreement between Registrant and Bank of
America NT & SA dated December 1, 1982
(ii) Amendment to Custodian Agreement between Registrant
and Bank of America NT & SA dated April 2, 1990.
(iii)Copy of Custodian Agreements between Registrant and
Citibank Delaware:
1. Citicash Management ACH Customer Agreement
2. Citibank Cash Management Services Master
Agreement
3. Short Form Bank Agreement - Deposits and
Disbursements of Funds
Registrant: Franklin Equity Fund
Filing: Post-Effective Amendment No. 79 to
Registration on Form N-1A
File No. 2-10103
Filing Date: September 1, 1992
(iv) Amendment to Custodian Agreement between Registrant
and Bank of America NT & SA dated December 1, 1994
Registrant: Franklin Premier Return Fund
Filing: Post-Effective Amendment No. 54 to
Registrant on Form N-1A
File Nos. 33-39088 & 811-6243
Filing Date: February 22, 1995
9. copies of all other material contracts not made in the
ordinary course of business which are to be performed in
whole or in part at or after the date of filing the
Registration Statement;
Not Applicable
10.an opinion and consent of counsel as to the legality of
the securities being registered, indicating whether they
will when sold be legally issued, fully paid and
nonassessable;
Not Applicable
11.copies of any other opinions, appraisals or rulings and
consents to the use thereof relied on in the preparation
of this registration statement and required by Section 7
of the 1933 act.
(i) Consent of Independent Auditors
12.all financial statements omitted from Item 23;
Not Applicable
13.copies of any agreements or understandings made in
consideration for providing the initial capital between
or among the Registrant, the underwriter, adviser,
promotor or initial stockholders and written assurances
from promoters or initial stockholders that their
purchases were made for investment purposes without any
present intention of redeeming or reselling;
(i) Letter of Understanding date April 12, 1995
14.copies of the model plan used in the establishment of
any retirement plan in conjunction with which Registrant
offers its securities, any instructions thereto and any
other documents making up the model plan. Such form(s)
should disclose the costs and fees charged in connection
therewith;
Not Applicable
15.copies of any plan entered into by Registrant pursuant
to Rule 12b-1 under the 1940 Act, which describes all
material aspects of the financing of distribution of
Registrant's shares, and any agreements with any person
relating to implementation of such plan.
(i) Distribution Plan pursuant to Rule 12b-1 dated May
1, 1994 between Franklin California Tax-Free Income
Fund, Inc. and Franklin/Templeton Distributors,
Inc.
(ii)Form of Distribution Plan pursuant to Rule 12b-1
between Franklin/Templeton Distributors, Inc. and
the Registrant on behalf of Franklin California Tax-
Free Income Fund, Inc. - Class II
16.schedule for computation of each performance quotation
provided in the registration statement in response to
Item 22 (which need not be audited).
(i) Schedule for Computation of Performance and
Quotations
17. Power of Attorney
(i) Power of Attorney dated February 16, 1995.
(ii) Certificate of Secretary dated February 16, 1995.
Item 25 Persons Controlled by or under Common Control with
Registrant
None.
Item 26 Number of Holders of Securities
As of February 28, 1995 the number of record holders of the only
classes of securities of the Registrant were as follows:
Title of Class Number of Record Holders
Class I Class II
Capital Stock 202,204 None
Item 27 Indemnification
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, 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 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 director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, 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 by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
Item 28 Business and Other Connections of Investment Adviser
The officers and directors of the Registrant's investment advisor
also serve as officers and/or directors for (1) the advisor's
corporate parent, Franklin Resources, Inc., and/or (2) other
investment companies in the Franklin Group of Funds. In
addition, Mr. Charles B. Johnson is a director of General Host
Corporation. For additional information please see Part B.
a) Franklin Advisers, Inc.
The officers and Directors of the Registrant's manager also serve
as officers and/or directors for (1) the manager's corporate
parent, Franklin Resources, Inc., and/or (2) other investment
companies in the Franklin Group of Funds(Registered Trademark).
In addition, Mr. Charles B. Johnson is a director of General Host
Corporation. For additional information please see Part B and
Schedules A and D of Form ADV of the Funds' Investment Manager
(SEC File 801-26292), incorporated herein by reference, which
sets forth the officers and directors of the Investment Manager
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 29 Principal Underwriters
a) Distributors also acts as principal underwriter of shares
of AGE High Income Fund, Inc., Franklin Custodian Funds,
Inc., Franklin Gold Fund, Franklin Equity Fund, Franklin
Municipal Securities Trust, Franklin Premier Return Fund,
Franklin New York Tax-Free Income Fund, Inc., Franklin
California Tax-Free Trust, Franklin Investors Securities
Trust, Franklin Tax-Free Trust, Franklin New York Tax-Free
Trust, Franklin Strategic Series, Franklin International
Trust, Franklin Tax-Advantaged International Bond Fund,
Franklin Tax-Advantaged U.S. Government Securities Fund,
Franklin Tax-Advantaged High Yield Securities Fund,
Franklin Managed Trust, Franklin Balance Sheet Investment
Fund, Franklin Federal Tax-Free Income Fund, Institutional
Fiduciary Trust, Franklin Money Fund, Franklin Federal
Money Fund, Franklin Tax Exempt Money Fund, Franklin Real
Estate Securities Trust, Templeton Variable Products Series
Fund, Templeton Real Estate Securities Fund, Templeton
Growth Fund, Inc., Templeton Funds, Inc., Templeton Smaller
Companies Growth Fund, Inc., Templeton Income Trust,
Templeton Global Opportunities Trust, Templeton
Institutional Funds, Inc., Templeton American Trust, Inc.,
Templeton Capital Accumulator Fund, Inc., Templeton
Developing Markets Trust, Templeton Global Investment
Trust, Templeton Variable Annunity Fund, and
Franklin/Templeton Japan Fund.
(b) The information required by this Item 29 with respect to
each director and officer of Distributors is incorporated
by reference to Part B of this N-1A and Schedule A of Form
BD filed by Distributors with the Securities and Exchange
Commission pursuant to the Securities Act of 1934 (SEC File
No. 8-5889):
(c) Not applicable. Registrant's principal underwriter is an
affiliated person of an affiliated person of the
Registrant.
Item 30 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 are kept
by the Fund or its shareholder services agent, Franklin/Templeton
Investor Services, Inc., both of whose address is 777 Mariners
Island Blvd., San Mateo, CA. 94404.
Item 31 Management Services
There are no management-related service contracts not discussed
in Part A or Part B.
Item 32 Undertakings
The Registrant hereby undertakes to comply with the information
requirements in Item 5A of the Form N-1A by including the
required information in the Trust's annual report and to furnish
each person to whom a prospectus is delivered a copy of the
annual report upon request and without charge.
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 Post-
Effective Amendment to its Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused
this Amendment to its 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 18th day of
April, 1995.
FRANKLIN CALIFORNIA TAX-FREE INCOME FUND, INC.
(Registrant)
By: Charles B. Johnson *
Charles B. Johnson
President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to Registrant's Amendment has been
signed below by the following persons in the capacities and on
the dates indicated:
Charles B. Johnson* Director and Principal Executive
Charles B. Johnson Officer
Dated: April 18, 1995
Martin L. Flanagan* Principal Financial Officer
Martin L. Flanagan Dated: April 18, 1995
Diomedes Loo-Tam* Principal Accounting Officer
Diomedes Loo-Tam Dated: April 18, 1995
Harris J. Ashton* Director
Harris J. Ashton Dated: April 18, 1995
S. Joseph Fortunato* Director
S. Joseph Fortunato Dated: April 18, 1995
Rupert H. Johnson, Jr.* Director
Rupert H. Johnson, Jr. Dated: April 18, 1995
Gordon S. Macklin* Director
Gordon S. Macklin Dated: April 18, 1995
*By
Larry Greene - Attorney-in-Fact
(Pursuant to Power of Attorney filed herewith)
FRANKLIN CALIFORNIA TAX-FREE INCOME FUND
REGISTRATION STATEMENT
EXHIBITS INDEX
EXHIBIT NO. DESCRIPTION LOCATION
EX-99.A1 Unaudited Financial Attached
Statements dated Sppetment
30, 1994
EX-99.B1(i) Articles of Incorporation Attached
dated November 23, 1982
EX-99.B1(ii) Articles of Amendment dated Attached
July 16, 1992
EX-99.B1(iii) Articles of Amendment dated Attached
August 1, 1992
EX-99.B1(iv) Articles of Amendment to Attached
Articles of Incorporation
dated March 21, 1995
EX-99.B2(i) By-Laws Attached
EX-99.B5(i) Management Agreement between Attached
Registrant and Franklin
Advisers, Inc. dated May 1,
1994
EX-99.B6(i) Form of Amended and Restated Attached
Distribution Agreement
between Registrant and
Franklin/Templeton
Distribution, Inc.
EX-99.B6(ii) Form of Dealer Agreement and *
between Franklin/Templeton
Distributors, Inc. and
Securities Dealer
EX-99.B8(i) Custodian Agreement between Attached
Registrant and Bank of
America NT & SA dated
December 1, 1982
EX-99.B8(ii) Amendment to Custodian Attached
Agreement between Registrant
and Bank of America NT & SA
dated April 2, 1990
EX-99.B8(iii) Copy of Custodian Agreement *
between Registrant and
Citibank Delaware
EX-99.B8(iv) Amendment to Custodian *
Agreement between Registrant
and Bank of America NT & SA
dated December 1, 1994
EX-99.B11(i) Consent of Independent Attached
Auditors
EX-99.B13(i) Letter of Understanding dated Attached
April 12, 1995
EX-99.B15(i) Distribution Plan pursuant to Attached
12b-1 Rule dated May 1, 1994
between Franklin California
Tax-Free Income Fund, Inc.
and Franklin/Templeton
Distributors, Inc.
EX-99.B15(ii) Form of Distribution Plan Attached
pursuant to Rule 12b-1
between Franklin/Templeton
Distributors, Inc. and the
Registrant on behalf of
Franklin California Tax-Free
Income Fund, Inc. - Class II
EX-99.B16(i) Schedule for Computation of Attached
Performance and Quotation
EX-99.B17(i) Power of Attorney dated Attached
February 16, 1995
EX-99.B17(ii) Certificate of Secretary Attached
dated February 16, 1995
* Incorporated by Reference
FRANKLIN CALIFORNIA TAX-FREE INCOME FUND, INC.
- ----------------------------------------------
Statement of Investments in Securities and Net Assets, September 30, 1994
(unaudited)
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
Face Value
Amount (Note 1)
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Long Term Investments 98.3%
Bonds 94.6%
ABAG Finance Authority of Nonprofit Corporations, COP,
$ 5,730,000 Buttle Valley-Tulelake Rural Health, 6.65%, 10/01/22 $ 5,458,226
4,545,000 Insured, COP Financing No. 3, 5.60%, 11/01/23 3,792,848
3,785,000 Insured, COP Financing No. 4, 5.95%, 01/01/24 3,322,322
3,090,000 Insured, Easter Seal Society for the Redwood Coast, 6.00%, 06/01/23 2,733,877
1,250,000 Insured, Miramonte Mental Health Services, 6.60%, 07/01/22 1,234,163
2,000,000 Insured, Rehabilitation Mental Health Services, Inc.Project, 6.50%,
06/01/12 1,979,100
2,370,000 Insured, Rehabilitation Mental Health Services, Inc.Project, 6.55%,
06/01/22 2,325,231
3,155,000 Nonprofit Combination Financing, 5.80%, 03/01/23 2,767,345
2,325,000 Peninsula Family YMCA, Series A, 6.80%, 10/01/11 2,267,921
3,000,000 United Way of Santa Clara County Project, 7.20%, 07/01/11 3,154,140
4,500,000 ABAG Finance Corp., COP, ABAG XXV, 6.80%, 08/01/12 4,350,870
105,000 Adelanto Improvement Agency, SFRMR, Series 1983-A, 10.25%, 4/01/17. 104,448
Adelanto Improvement Agency, Tax Allocation
1,195,000 Adelanto Improvement Project, 8.25%, 08/01/96 1,250,293
12,710,000 Adelanto Improvement Project, Series 1990, Pre-Refunded, 8.00%,
08/01/20 14,505,160
1,870,000 Adelanto Improvement Project, Series 1991, Pre-Refunded, 8.25%,
08/01/20 2,114,334
8,085,000 Refunding, Series 1985, Pre-Refunded, 8.125%, 06/01/15 9,216,334
16,365,000 Agua Mansa Industrial Growth Association, Special Tax, CFD No.89-1, 8.25%,
09/01/17 16,594,437
Alameda 1915 ACT, Improvement Board,
24,755,000 Harbor Bay Park, AD No. 92-1, 7.50%, 09/02/12 25,567,212
170,000 Marina Village AD No. 84-3, Series 1986-1, 8.00%, 09/02/98 175,967
185,000 Marina Village AD No. 84-3, Series 1986-1, 8.00%, 09/02/99 191,493
200,000 Marina Village AD No. 84-3, Series 1986-1, 8.10%, 09/02/00 207,020
215,000 Marina Village AD No. 84-3, Series 1986-1, 8.10%, 09/02/01 222,547
230,000 Marina Village AD No. 84-3, Series 1986-1, 8.125%, 09/02/02 238,073
250,000 Marina Village AD No. 84-3, Series 1986-1, 8.20%, 09/02/03 258,772
270,000 Marina Village AD No. 84-3, Series 1986-1, 8.20%, 09/02/04 279,474
290,000 Marina Village AD No. 84-3, Series 1986-1, 8.20%, 09/02/05 300,176
315,000 Marina Village AD No. 84-3, Series 1986-1, 8.20%, 09/02/06 326,053
Alameda COP,
295,000 Series 1994, 4.50%, 04/01/96 293,534
305,000 Series 1994, 4.75%, 04/01/97 302,536
320,000 Series 1994, 5.00%, 04/01/98 316,477
340,000 Series 1994, 5.25%, 04/01/99 335,332
355,000 Series 1994, 5.40%, 04/01/00 349,221
375,000 Series 1994, 5.55%, 04/01/01 368,006
23,675,000 Alameda-Contra Costa Transit District, Refunding, COP, 7.60%, 08/01/18 24,472,374
4,560,000 Alameda County Board of Education, COP, East Wing EducationalServices
Center Building, Pre-Refunded, 7.80%, 04/01/03 4,738,524
Alameda County COP, Capital Projects,
4,250,000 Series 1992, 6.25%, 06/01/06 4,201,167
10,500,000 Series 1992, 6.75%, 06/01/16 10,565,205
825,000 Alameda County, MFMR, Series B, Mandatory Put 12/01/95, 9.00%, 12/01/00 826,419
540,000 Alameda County, SFMR, Series A, 9.50%, 04/01/14 548,640
Alameda Housing Authority Mortgage Revenue, Refunding,
1,670,000 Series A, MBIA Insured, 5.70%, 07/01/14 1,529,369
2,485,000 Series A, MBIA Insured, 5.80%, 07/01/23 2,241,868
2,560,000 Alhambra RDA, Refunding, Tax Allocation, IndustrialRedevelopment Project,
6.375%, 05/01/23 2,334,029
5,730,000 Anaheim COP, California Lutheran Homes, Pre-Refunded, 8.20%, 01/01/18 6,359,039
1,000,000 Anaheim Electric System, COP, AMBAC Insured, Pre-Refunded, 6.75%,
10/01/22 1,096,230
Antelope Valley East Kern Water Agency, Special Tax, CFD No. 90-1,
7,395,000 Series A, Issue 01/01/91, 8.60%, 09/01/21 7,319,793
4,820,000 Series A, Issue 04/01/91, 8.60%, 09/01/21 4,770,981
Antelope Valley Insured Hospital District, COP,
5,515,000 Series 1989, 7.30%, 01/01/06 5,751,869
21,600,000 Series 1989, 7.35%, 01/01/20 22,294,224
Antioch 1915 ACT,
1,295,000 AD No. 26, Hillcrest, Series 1987, 8.00%, 09/02/04 1,336,893
1,560,000 AD No. 26, Hillcrest, Series 1987, 8.10%, 09/02/05 1,610,450
1,595,000 AD No. 26, Hillcrest, Series 1987, 8.10%, 09/02/06 1,646,582
375,000 AD No. 26, Hillcrest, Series 1987, 8.10%, 09/02/07 387,128
890,000 AD No. 27, Lone Tree, Series 1988, 8.20%, 09/02/09 921,230
890,000 AD No. 27, Lone Tree, Series 1988, 8.25%, 09/02/10 921,230
890,000 AD No. 27, Lone Tree, Series 1988, 8.25%, 09/02/12 921,230
890,000 AD No. 27, Lone Tree, Series 1988, 8.25%, 09/02/13 921,230
4,895,000 Antioch Development Agency, Refunding, Tax Allocation, Project 1, FGIC Insured,
6.40%, 09/01/17 4,871,308
3,500,000 Apple Valley Insured Health Facilities Revenue, COP, 7.30%, 06/01/20 3,698,590
Apple Valley USD, COP, Refunding,
2,600,000 Series 1993, 5.90%, 09/01/11 2,431,104
1,000,000 Series 1993, 6.00%, 09/01/15 930,270
Arcadia Hospital Revenue,
9,000,000 Methodist Hospital of Southern California, 7.875%, 08/01/10 9,536,850
1,295,000 Methodist Hospital of Southern California, 6.50%, 11/15/12 1,273,270
3,000,000 Methodist Hospital of Southern California, 6.625%, 11/15/22 2,858,700
Arcata CDA, Tax Allocation,
1,250,000 Community Development Project, Pre-Refunded, 7.90%, 11/01/12 1,402,288
1,650,000 Community Development Project, Pre-Refunded, 7.90%, 11/01/13 1,686,614
3,470,000 Atascadero Union School District, COP, Measure B, Capital Projects, Series B,
5.50%, 08/01/12 3,043,502
2,230,000 Aurburn COP, Refunding, Civic Center Project, 6.125%, 09/01/20 1,936,153
3,170,000 Azusa COP, Municipal Facilities Corp., 9.75%, 08/01/10 3,339,468
10,225,000 Azusa Public Financing Authority Revenue, Local Agency, Series A, 7.75%,
08/01/20 11,131,037
Azusa RDA, Tax Allocation, West End Redevelopment Project,
940,000 Series A, Pre-Refunded, 8.00%, 08/01/15 1,014,363
2,565,000 Series A, Pre-Refunded, 8.00%, 08/01/16 2,686,914
5,750,000 Bakersfield COP, Waste Water Treatment Plant No. 3 Project, 8.00%, 01/01/10 6,249,675
Bakersfield Hospital Revenue,
2,205,000 Bakersfield Memorial Hospital, Series A, 6.375%, 01/01/12 2,110,428
2,750,000 Greater Bakersfield Memorial Hospital, Pre-Refunded, 7.375%, 01/01/14 22,984,553
17,000,000 Greater Bakersfield Memorial Hospital, Pre-Refunded, 7.375%, 01/01/19 18,762,900
Bakersfield Public Financing Authority Revenue,
2,795,000 Series A, 5.80%, 09/15/05 2,691,976
1,695,000 Series A, 5.80%, 09/15/06 1,621,793
11,070,000 Series A, 6.10%, 09/15/10 10,466,132
Baldwin Park Public Financing Authority Revenue, Tax Allocation,
2,000,000 Refunding, Series A, 7.10%, 09/01/24 1,982,640
12,630,000 Series A, 7.75%, 08/01/19 13,551,611
5,795,000 Series B, 7.75%, 08/01/21 6,217,861
Bay Area Government Association Revenue, Municipal Financing Pool,
6,770,000 Series A, 8.05%, 09/01/10 7,291,832
18,775,000 Series B, 8.05%, 09/01/15 20,222,177
1,455,000 Bell COP, Series 1990, Pre-Refunded, 8.75%, 11/01/20 1,675,520
5,705,000 Bell CRDA, Refunding, Tax Allocation, Bell Redevelopment Project Area,
Pre-Refunded, 8.10%, 08/01/17 6,297,864
6,325,000 Bell Gardens RDA, Tax Allocation, Central City Project, Pre- Refunded, 8.00%,
07/01/19 6,808,799
Belmont RDA, Tax Allocation, Los Costanos Community Development,
1,235,000 Series A, 6.70%, 08/01/14 1,220,180
2,080,000 Series A, 6.25%, 08/01/17 1,957,238
2,310,000 Series A, 6.80%, 08/01/23 2,278,099
3,500,000 Berkeley COP, AMBAC Insured, 7.50%, 06/01/19 3,784,480
Berkeley Hospital Revenue, Alta Bates Hospital,
7,680,000 Series 1985-B, Pre-Refunded, 7.65%, 12/01/15 8,624,026
2,850,000 Series 1985-C, Pre-Refunded, 7.60%, 12/01/15 3,239,225
Beverly Hills COP, Refunding, Civic Center Improvement Project,
2,580,000 Series 1989, 7.00%, 06/01/15 2,670,919
4,745,000 Series 1989, Pre-Refunded, 7.00%, 06/01/15 5,188,705
2,375,000 Blythe, MFHR, Series 1989, 8.125%, 05/01/20 2,350,823
11,000,000 Brea & Olinda USD, COP, Brea H.O.P.E., Inc., Brea High School Project,
Pre-Refunded, 7.70%, 08/01/18 11,819,280
Brea & Olinda USD, COP, Refunding, High School Refining Program,
12,645,000 Series A, CGIC Insured, 6.25%, 08/01/18 12,174,353
9,120,000 Series B, 7.00%, 08/01/18 9,024,878
Brea & Olinda USD, Subordinated COP,
2,025,000 Series 1989, Pre-Refunded, 7.85%, 08/01/09 2,291,713
11,835,000 Series 1989, Pre-Refunded, 7.90%, 08/01/18 13,418,878
Brea Public Finance Authority Revenue,
Tax Allocation, Redevelopment Project,
1,720,000 Series A, MBIA Insured, 7.00%, 08/01/15 1,809,784
4,395,000 Series A, MBIA Insured, 6.75%, 08/01/22 4,485,010
6,410,000 Series A, MBIA Insured, 7.00%, 08/01/23 6,687,168
4,280,000 Series A, MBIA Insured, Pre-Refunded, 7.00%, 08/01/15 4,764,239
10,605,000 Series A, MBIA Insured, Pre-Refunded, 6.75%, 08/01/22 11,654,577
3,900,000 Series A, MBIA Insured, Pre-Refunded, 7.00%, 08/01/23 4,341,246
7,500,000 Brea RDA, Refunding, Tax Allocation, Redevelopment Project, MBIA Insured,
5.75%, 08/01/23 6,797,775
20,300,700 Brentwood 1915 ACT, Improvement Board, AD No. 92-1, 8.40%, 09/02/17 21,403,231
2,000,000 Brentwood RDA, Tax Allocation, Brentwood Redevelopment Project, Series A,\
7.70%, 11/01/08 2,059,780
3,390,000 Brisbane COP, Civic Center Financing Project, 8.25%, 04/01/18 3,590,586
5,700,000 Brisbane Public Finance Authority Revenue, 8.00%, 09/02/15 5,711,685
4,500,000 Buena Park CRDA, Refunding, Tax Allocation,
Central Business District Project,
Series A, 7.10%, 09/01/14 4,502,700
1,795,000 Burbank Parking Authority, Special Tax, CFD No. 1, 8.375%, 10/01/06 1,841,975
6,500,000 Burbank RDA, Refunding, Tax Allocation, Series A, 6.00%, 12/01/23 5,739,370
6,025,000 Burbank RDA, Tax Allocation, 2nd Lien, Golden State Redevelopment Project,
Series A, Pre-Refunded, 9.25%, 12/01/05 6,475,248
2,750,000 Burbank Waste Disposal Revenue, Series A, AMBAC Insured, 6.00%, 05/01/22 2,551,395
1,320,000 Butte Valley USD, COP, 7.75%, 03/01/15 1,375,598
5,455,000 Calexico COP, CRDA, Water & Waste Improvement Project, 7.80%, 11/01/13 5,529,243
5,500,000 Calexico CRDA, Tax Allocation, Sub-Notes, 6.25%, 10/01/98 5,568,310
Calexico USD, COP, Financing Project,
745,000 Series 1992, 7.25%, 09/01/08 744,918
3,185,000 Series 1992, 7.375%, 09/01/17 3,193,408
California Alternative Energy Source Financing Authority Revenue, Cogeneration,
1,120,000 Refunding, University of San Francisco, Series 1987-A, 8.00%, 12/01/95 1,123,203
3,250,000 a,b,eSRI International Project, 9.75%, 12/01/05 1,625,000
California Counties Lease Financing Authority, COP, CSAC Financing Corp.,
2,565,000 Amador County Project, 7.70%, 10/01/09 2,978,093
4,585,000 Contra Costa County Project II, Pre-Refunded, 7.85%, 10/01/09 5,009,158
4,165,000 Contra Costa County Project II, Pre-Refunded, 7.90%, 10/01/19 4,556,010
1,810,000 Glenn County Project, 8.125%, 10/01/08 1,864,988
5,295,000 Merced County Project, 8.10%, 10/01/09 5,538,464
8,000,000 Nevada County Project, Pre-Refunded, 7.60%, 10/01/19 8,738,080
5,160,000 San Luis Obispo County Project, 8.20%, 04/01/09 5,368,361
1,700,000 San Luis Obispo County Project II, 7.85%, 04/01/09 1,782,212
1,295,000 Trinity County Project, 7.70%, 10/01/09 1,347,357
California Educational Facilities Authority Revenue,
1,685,000 Chapman College Project, 7.30%, 01/01/02 1,803,641
3,000,000 Chapman College Project, 7.50%, 01/01/18 3,094,080
1,100,000 Loyola Marymount University, Series B, 6.60%, 10/01/22 1,104,763
3,460,000 Refunding, Los Angeles Chiropractic College, 7.125%, 11/01/07 3,572,900
11,705,000 Refunding, Loyola Marymount University, 5.75%, 10/01/24 10,426,346
2,100,000 St. Mary's College of California Project, Pre-Refunded, 7.50%, 10 2,376,507
18,560,000 California Health Facilities Authority Revenue, Pacific Presbyterian Medical
Center, Series C, 7.60%, 06/01/15 19,722,227
California Health Facilities Financing Authority Revenue,
7,300,000 Adventist Health System, Series A, 8.375%, 03/01/08 7,792,969
1,500,000 Adventist Health System, West, Series B, MBIA Insured, 6.25%, 03/01/21 1,447,350
960,000 California Mortgage Insured, AIDS Hospice Foundation, Pre-Refunded,
7.15%, 01/01/15 1,059,379
6,550,000 California Mortgage Insured, American Baptist Homes West, Series A,
7.65%, 04/01/14 6,959,833
54,275,000 Childrens Hospital of Los Angeles, Series A, Pre-Refunded, 7.125%,
06/01/21 60,526,937
2,965,000 Community Provider, Pooled Loan Program, Series A, 7.35%, 06/01/20 3,094,719
2,655,000 County Program, Series B, 7.20%, 01/01/12 2,715,056
3,535,000 Insured, Asian Community Center, Series A, Pre-Refunded, 9.25%,
09/01/15 3,761,169
3,650,000 Insured, Association for Retarded Citizens of San Diego, 7.00%,
05/01/21 3,780,305
2,700,000 Insured, Episcopal Homes Foundation Project, Series A, 7.75%,
07/01/06 2,854,602
9,860,000 Insured, Episcopal Homes Foundation Project, Series A, 7.80%,
07/01/15 10,551,186
3,425,000 Insured, Episcopal Homes Foundation Project, Series A, 7.70%,
07/01/18 3,653,824
7,750,000 Insured, Episcopal Homes Foundation Project, Series B, 7.80%,
07/01/06 8,063,797
18,900,000 Insured, Episcopal Homes Foundation Project, Series B, 7.85%,
07/01/15 19,603,458
2,240,000 Insured, Feedback Foundation, Inc., Series A, 6.50%, 12/01/22 2,183,328
1,170,000 Insured, Innovation Health, Series A, 6.10%, 06/01/13 1,101,672
4,000,000 Insured, Lodi Memorial Hospital Association, Series A, 7.70%, 09/01/10 4,327,520
3,900,000 Insured, Marshall Hospital, Series A, 6.625%, 11/01/22 3,776,838
2,000,000 Insured, On Lok Senior Health Services, Series A, 6.40%, 12/01/12 1,959,880
7,525,000 Insured, On Lok Senior Health Services, Series A, 6.50%,12/01/22 7,297,594
2,595,000 Insured, St. Paul's Episcopal Home, 6.50%, 09/01/14 2,499,608
1,000,000 Insured, San Diego Christian, Series A, 6.25%, 07/01/12 963,600
2,250,000 Insured, Small Facilities Loan, Health Facilities, Series A, 6.75%,
03/01/20 2,244,375
3,000,000 Insured, South Coast Medical Center, 7.25%, 07/01/15 3,032,850
5,000,000 Kaiser Permanente, Series A, 7.00%, 10/01/18 5,169,550
2,000,000 Kaiser Permanente, Series A, 6.75%, 10/01/19 2,041,140
6,900,000 Kaiser Permanente, Series A, 6.50%, 12/01/20 6,729,984
11,880,000 Marin General Hospital, Series A, Pre-Refunded, 8.20%, 08/01/14 13,162,208
5,000,000 Mills-Peninsula Hospital, Series A, 7.75%, 01/15/05 5,280,950
5,000,000 Mills-Peninsula Hospital, Series A, 7.875%, 01/15/12 5,253,650
1,985,000 Pacific Presbyterian Medical Center, Series A, 6.85%,06/01/19 1,834,458
3,500,000 Pomona Valley Community Hospital, Series A, 7.00%, 01/01/17 3,557,925
14,000,000 Pomona Valley Hospital Medical Center, 7.375%, 01/01/14 14,828,240
2,000,000 Refunding, Cedars Sinai Medical Center, Pre-Refunded, 7.00%,
11/01/15 2,214,440
13,920,000 Refunding, Hospital of the Good Samaritan, 6.90%, 09/01/07 14,782,901
71,050,000 Refunding, Hospital of the Good Samaritan, 7.00%, 09/01/21 73,366,940
1,750,000 Refunding, Insured, AIDS Health Care Foundation, Series C, 6.25%,
09/01/17 1,668,118
21,145,000 San Diego Hospital Association, Series A, 6.95%, 10/01/21 22,017,654
18,755,000 San Diego Hospital Association, Series B, Pre-Refunded,
8.25%, 08/01/18 20,803,609
4,805,000 S.C. Presbyterian, Health Facilities, Series A, 7.40%, 12/01/18 4,998,593
9,725,000 Scripps Memorial Hospital, Series A, MBIA Insured, 6.375%, 10/01/22 9,532,153
3,500,000 Sisters of Providence Project, Pre-Refunded, 8.375%, 10/01/07 3,906,735
1,375,000 St. Elizabeth Hospital Project, Health Facilities, 6.30%, 11/15/15 1,326,737
2,000,000 St. Joseph Health System, Pre-Refunded, 6.90%, 07/01/06 2,181,000
7,500,000 Sutter Health, Series A, 6.70%, 01/01/13 7,597,800
1,275,000 Unihealth America, Series A, AMBAC Insured, 7.625%, 10/01/15 1,356,842
34,665,000 Unihealth America, Series A, AMBAC Insured, Pre-Refunded, 7.625%,
10/01/15 38,550,253
3,225,000 Walden House, State Guaranteed, 6.85%, 03/01/22 3,246,866
California HFAR,
6,675,000 Home Mortgage, Series 1986-B, 6.90%, 08/01/16 6,716,185
485,000 Home Mortgage, Series 1988-A, 8.125%, 08/01/19 507,805
15,015,000 Home Mortgage, Series 1988-B, 8.60%, 08/01/19 15,764,999
5,175,000 Home Mortgage, Series 1988-C, 8.30%, 08/01/19 5,386,088
21,665,000 Home Mortgage, Series 1988-E, 8.35%, 08/01/19 22,673,722
2,415,000 Home Mortgage, Series 1988-F, 7.875%, 08/01/19 2,513,001
13,735,000 Home Mortgage, Series 1988-G, 8.15%, 08/01/19 14,370,381
2,785,000 Home Mortgage, Series 1989-A, 7.75%, 08/01/17 2,905,451
7,610,000 Home Mortgage, Series 1989-B, 7.90%, 08/01/09 7,957,092
44,505,000 Home Mortgage, Series 1989-B, 8.00%, 08/01/29 46,321,249
6,945,000 Home Mortgage, Series 1989-D, 7.50%, 08/01/20 7,202,243
30,795,000 Home Mortgage, Series 1989-D, 7.50%, 08/01/29 31,933,799
18,760,000 Home Mortgage, Series 1989-E, 7.65%, 08/01/23 19,491,452
7,650,000 Home Mortgage, Series 1989-E, 7.65%, 08/01/29 7,948,273
8,250,000 Home Mortgage, Series 1989-G, 7.55%, 08/01/23 8,543,205
22,830,000 Home Mortgage, Series 1990-A, 7.70%, 08/01/30 23,835,433
60,145,000 Home Mortgage, Series 1990-C, 7.60%, 08/01/30 62,025,133
3,880,000 Home Mortgage, Series 1990-D, 7.75%, 08/01/10 4,076,328
1,330,000 Home Mortgage, Series 1990-D, 7.875%, 08/01/31 1,395,755
3,100,000 Home Mortgage, Series 1991-D, 7.25%, 08/01/17 3,172,571
895,000 Home Mortgage, Series 1991-F, 6.75%, 08/01/11 906,134
2,155,000 Home Mortgage, Series 1991-G, 7.05%, 08/01/27 2,168,727
5,000,000 Home Mortgage, Series 1994-A, 6.55%, 08/01/26 4,933,550
9,150,000 cHome Mortgage, Series 1994-E, 6.70%, 08/01/25 9,031,324
2,800,000 Housing Revenue, Series 1985-B, MBIA Insured, 8.625%, 08/01/15 2,863,448
9,110,000 Housing Revenue, Series 1989-A, MBIA Insured, 7.65%, 08/01/24 9,272,522
3,690,000 Housing Revenue, Series 1990-A, MBIA Insured, 7.80%, 02/01/25 3,835,607
495,000 Home Mortgage, SF, Series A, 10.25%, 02/01/14 498,722
200,000 Home Mortgage, SF, Series B, 10.625%, 02/01/14 201,732
1,625,000 Multi-Unit Rental Housing, Series A, 5.80%, 02/01/14 1,485,689
2,465,000 Multi-Unit Rental Housing, Series A, 6.875%, 02/01/22 2,475,082
5,105,000 Multi-Unit Rental Housing, Series A, 5.90%, 02/01/25 4,583,575
California PCFA, PCR,
2,100,000 Gilton Project, 7.60%, 09/15/04 2,175,579
1,750,000 Pacific Gas & Electric Co., Series A, 6.625%, 06/01/09 1,767,798
6,500,000 Pacific Gas & Electric Co., Series A, 7.50%, 05/01/16 6,851,195
2,000,000 Pacific Gas & Electric Co., Series A, 5.875%, 06/01/23 1,790,800
134,770,000 Pacific Gas & Electric Co., Series B, 8.875%, 01/01/10 150,307,633
32,675,000 Pacific Gas & Electric Co., Series B, 5.85%, 12/01/23 29,133,357
3,500,000 San Diego Gas & Electric Co., Series A, MBIA Insured, 5.85%, 06/01/21 3,180,485
2,500,000 Small Business, Desert Valley, Series A, 7.625%, 10/01/00 2,580,750
2,510,000 Southern California Edison Co., 6.90%, 12/01/17 2,545,316
11,125,000 Southern California Edison Co., Series B, MBIA Insured,
6.40%, 12/01/24 10,834,193
17,205,000 California PCFA Revenue, Solid Waste Disposal, Keller Canyon Landfill Co.
Project, 6.875%, 11/01/27 17,222,377
California Public Capital Improvements Financing Authority Revenue,
31,775,000 Pooled Projects, Joint Powers Agency, Series E, 8.375%, 03/01/03 34,932,164
68,665,000 Pooled Projects, Series A, 8.40%, 03/01/08 73,338,340
121,300,000 Pooled Projects, Series A, 8.50%, 03/01/18 130,536,995
California Special Districts Association Finance Corp., COP,
970,000 Series F, 8.10%, 09/01/10 1,004,823
1,630,000 Series H, 7.75%, 02/01/15 1,694,760
1,500,000 Series H, 7.80%, 02/01/21 1,561,785
1,495,000 Series N, 8.30%, 03/01/12 1,558,851
1,000,000 Series O, 7.40%, 03/01/17 1,015,480
California Special Districts Finance Authority, COP,
21,035,000 Series A, 8.40%, 07/01/05 23,126,720
70,000,000 Series A, 8.50%, 07/01/18 76,592,600
California Special Districts Lease Financing Program, COP,
1,100,000 Series E, 7.70%, 12/01/09 1,148,818
3,100,000 Series E, 7.75%, 12/01/19 3,241,918
2,000,000 California State Department of Transportation,
COP, East Bay State Building,
Series A, 6.50%, 03/01/16 2,029,520
California State Department of Water Resources, Central Valley Project, Water
System Revenue,
14,705,000 Refunding, Series L, 5.75%, 12/01/13. 13,577,715
4,905,000 Refunding, Series L, 5.75%, 12/01/14. 4,519,271
2,800,000 Refunding, Series L, 5.70%, 12/01/16. 2,538,060
33,590,000 Refunding, Series L, 5.75%, 12/01/19. 30,173,561
41,070,000 Refunding, Series L, 5.875%, 12/01/25. 37,442,287
4,500,000 Series A, Pre-Refunded, 7.50%, 12/01/16 4,726,395
14,990,000 Series A, Pre-Refunded, 7.50%, 12/01/22 15,744,147
13,250,000 Series G, Pre-Refunded, 7.125%, 12/01/24 14,504,378
68,025,000 Series I, Pre-Refunded, 6.95%, 12/01/25 74,545,877
26,670,000 Series J-1, 6.00%, 12/01/20 24,820,147
18,300,000 Series J-2, 6.00%, 12/01/20 16,998,870
2,675,000 Series K, 6.00%, 12/01/21 2,482,133
4,000,000 Series K, 6.40%, 12/01/26 3,908,480
California State GO,
2,750,000 Series 1991, 6.30%, 02/01/04 2,823,700
2,500,000 Series 1991, 6.40%, 02/01/05 2,571,950
500,000 Series 1991, 6.40%, 02/01/06 511,255
13,625,000 Series 1991, 6.60%, 02/01/10 13,807,030
1,000,000 Series 1992, 6.25%, 09/01/12 972,660
5,000,000 Series 1992, FGIC Insured, 5.75%, 11/01/17 4,605,000
5,000,000 Series 1992, FGIC Insured, 6.00%, 08/01/19 4,734,600
7,000,000 Series 1994, 6.00%, 03/01/24 6,406,820
23,770,000 Series 1994, 6.00%, 05/01/24 21,752,402
3,780,000 Various Purpose, Series 1991, 6.50%, 09/01/10 3,794,553
77,490,000 Various Purpose, Series 1992, 6.25%, 10/01/19 74,099,038
25,075,000 Various Purpose, Series 1993, 5.90%, 04/01/23 22,655,764
1,830,000 California State Military Department, National Guard Home Purchase Revenue,
Series 1983-A, 10.375%, 08/01/16 1,879,373
California State Public Works Board Lease Revenue
9,000,000 California Community Colleges, Series A, 6.75%, 09/01/11 9,046,890
5,250,000 California State University, Various Projects, Series A, 6.30%, 10/01/04 5,347,178
6,815,000 California State University, Various Projects, Series A, 6.375%, 10/01/05 6,927,993
10,695,000 California State University, Various Projects, Series A, 6.50%, 10/01/06 10,891,146
8,610,000 California State University, Various Projects, Series A, 6.625%, 10/01/10 8,625,326
51,770,000 California State University, Various Projects, Series A, 6.70%, 10/01/17 51,768,965
11,470,000 Department of Corrections, Calipatria State Prison Imperial County,
Series A, 6.50%, 09/01/11 11,330,181
500,000 Department of Corrections, Madera State Prison, Series E, 5.50%,
06/01/15 429,870
3,000,000 Department of Corrections, State Prison, Central Womens Facility,
Madera County, Series A, Pre-Refunded, 7.00%, 09/01/09 3,323,550
2,500,000 Department of Corrections, State Prison, Del Norte, Pre-Refunded,
6.625%, 09/01/09 2,669,075
17,700,000 Department of Corrections, State Prison, Series A, AMBAC Insured,
5.75%, 09/01/21 16,063,281
5,325,000 Franchise Tax Board, Phases II, Series A, 6.25%, 09/01/11 5,125,898
975,000 Library & Courts Annex Building, Series A, 6.00%, 05/01/18 887,133
1,000,000 Regents of the University of California, Series A, Pre- Refunded, 7.00%
09/01/15 1,107,850
18,560,000 Secretary of State, Series A, 6.75%, 12/01/12 18,665,978
3,000,000 Southern California Veterans Home, Series A, 6.375%, 10/01/08 2,979,420
3,750,000 Southern California Veterans Home, Series A, 6.50%, 10/01/14 3,667,988
2,700,000 University of California Projects, Series A, AMBAC Insured, 6.40%,
12/01/16 2,683,908
5,600,000 Various California State University Projects, Series A, 6.375%, 10/01/14 5,430,936
22,530,000 Various California State University Projects, Series A, 6.375%, 11/01/14 21,678,817
2,150,000 Various California State University Projects, Series A, 6.375%, 10/01/19 2,065,763
5,000,000 Various Community College Projects, Series A, AMBAC Insured, 6.00%,
12/01/17 4,725,150
California State University Foundation Revenue, Hayward Auxiliarty Organization,
1,155,000 MBIA Insured, 6.10%, 08/01/10 1,135,342
2,185,000 MBIA Insured, 6.25%, 08/01/20 2,127,469
California State Veterans Bonds,
2,000,000 Series 1989-AX, 7.00%, 04/01/16 2,056,600
455,000 Series B, 7.375%, 02/01/19 459,491
California Statewide CDA Revenue, COP,
7,860,000 Good Samaritan Health System, 6.50%, 05/01/24 7,678,041
23,530,000 Hospital Cedars Sinai Medical Center, 6.75%, 08/01/22 24,080,367
2,590,000 Insured Health Facilities, AIDS Project, Series A, 6.25%, 08/01/22 2,400,671
2,765,000 Insured Health Facilities, Childrens Campus, 6.375%, 09/01/12 2,660,732
3,000,000 Insured Health Facilities, Childrens Campus, 6.50%, 09/01/22 2,855,580
9,600,000 Insured Health Facilities, Eskaton Properties, 6.75%, 05/01/21 9,425,088
38,800,000 Insured Health Facilities, Unihealth America, Series A, AMBAC Insured,
5.75%, 10/01/25 34,703,496
250,000 Refunding, Health Facilities, Barton Memorial Hospital, Series B, 6.40%,
12/01/05 250,713
9,000,000 Refunding, Health Facilities, Eskaton, Inc., 5.875%, 05/01/20 7,996,680
2,000,000 Refunding, Insured Hospital, Triad Health Care, 6.25%, 08/01/06 1,973,520
57,480,000 Refunding, Insured Hospital, Triad Health Care, 6.50%, 08/01/22 56,314,880
7,000,000 Refunding, Insured, Retirement Housing Foundation, 6.625%, 04/15/12 6,953,240
16,000,000 Refunding, Insured, Retirement Housing Foundation, 6.75%, 04/15/22 15,822,080
5,560,000 Refunding, Keiro Nursing Home, 5.875%, 03/01/19 4,897,304
6,465,000 Refunding, Sutter Health Obligated Group, AMBAC Insured, 6.00%,
08/15/09 6,309,387
6,240,000 Refunding, Sutter Health Obligated Group, AMBAC Insured,6.125%,
08/15/22 5,901,667
7,065,000 Salk Institute, Connie Lee Insured, 6.20%, 07/01/24 6,611,144
5,000,000 Sutter Health Obligated Group, 5.80%, 05/01/13 4,525,650
California Statewide Community Development Corp., COP,
1,675,000 Insured, United Western Medical Centers, 6.80%, 12/01/09 1,691,817
23,100,000 Insured, United Western Medical Centers, 6.75%, 12/01/21 23,159,598
5,000,000 Insured, Villaview Community Hospital, 7.00%, 09/01/09 5,115,650
6,270,000 Pacific Homes, Series A, 6.00%, 04/01/17 5,623,438
2,575,000 California Urban Waterfront Area Restoration, 7.40%, 10/01/20 2,581,463
5,125,000 Camarillo COP, Capital Improvement Corp., Pre-Refunded, 7.625%, 04/01/08 5,719,500
2,510,000 Cambria Community Services Sewer & Water District Revenue, Refunding,
BIG Insured, 7.40%, 05/01/15 2,708,667
Campbell COP, Refunding, Civic Center Project,
1,410,000 Series 1991, 6.75%, 10/01/17 1,413,722
2,340,000 Series 1991, Pre-Refunded, 6.75%, 10/01/17 2,575,544
5,615,000 cCampbell Housing Facility Revenue, San Tomas Gardens Project, Series A,
6.625%, 10/20/34 5,571,877
3,250,000 Campbell USD, Series A, MBIA Insured, 6.25%, 08/01/19 3,181,490
2,365,000 Camrosa Water District, COP, Water System Improvement Project, 7.15%,
07/15/11 2,397,897
2,800,000 Capistrano Bay Park & Recreation District, COP, Special Lease Finance,
Series Q, 6.35%, 08/01/12 2,632,196
5,000,000 Capitola COP, Capitola Public Facilities Corp., 7.80%, 08/01/03 5,058,100
3,000,000 Carlsbad COP, Carlsbad Public Improvement Corp., 8.00%, 08/01/08 3,287,130
Carson RDA, Refunding, Project Area No. 1,
3,965,000 Series 1992, 6.375%, 10/01/12 3,767,940
1,565,000 Series 1992, 6.375%, 10/01/16 1,462,665
Castaic Lake Water Agency, COP, Water System Improvement Project,
11,540,000 Refunding, Series A, MBIA Insured, 6.125%, 08/01/15 11,176,375
2,345,000 Refunding, Series A, MBIA Insured, 6.00%, 08/01/18 2,230,869
35,000,000 Series 1990, Pre-Refunded, 7.35%, 08/01/20 39,344,900
1,000,000 Cathedral City RDA, Tax Allocation, Project No. 1, Series A, 7.40%, 08/01/19 1,010,050
Central Coast Water Authority Revenue, Water State Project, Regional Facilities,
10,000,000 Series 1992, AMBAC Insured, 6.50%, 10/01/14 10,109,500
18,635,000 Series 1992, AMBAC Insured, 6.60%, 10/01/22 18,851,725
5,800,000 Central San Joaquin Water Conservation District, COP, Series 1990, 7.65%,
12/01/18 5,643,806
2,000,000 Central School District, San Bernardino County, Series A, 7.05%, 05/01/16 2,213,140
1,000,000 Cerritos Public Financing Authority Revenue, Los Coyotes Redevelopment
Project Loan, Series A, AMBAC Insured, 5.75%, 11/01/22 907,290
2,000,000 Chico Public Financing Authority Revenue, Southeast Chico Redevelopment
Project, Series A, FGIC Insured, 6.625%, 04/01/21 2,021,680
Chico RDAR, COP, Insured Health Facilities,
4,110,000 Sierra Sunrise Lodge, 6.80%, 02/01/11 4,164,047
2,800,000 Sierra Sunrise Lodge, 6.75%, 02/01/21 2,801,372
9,980,000 Chino RDA, Tax Allocation, Central City Redevelopment Project, 7.00%, 09/01/22 9,751,957
Chino USD, COP,
2,710,000 Land Acquisition, Series C, BIG Insured, 7.45%, 09/01/24 3,031,460
2,595,000 Land Acquisition, Series G, BIG Insured, 7.35%, 09/01/24 2,794,218
9,000,000 Refunding, Capital Construction Project, Series A, 8.00%, 09/01/04 9,405,900
5,000,000 Chula Vista RDA, COP, Capital Improvements Project, Series A, Pre-Refunded,
8.75%, 09/01/12 5,618,400
16,435,000 Chula Vista RDA, Tax Allocation, Bayfront/Town Center, 7.875%, 05/01/11 17,220,429
Clayton 1915 ACT, Limited Obligation, Oakhurst Country Club,
510,000 Contra Costa County, 8.10%, 09/02/01 527,916
790,000 Contra Costa County, 8.20%, 09/02/02 817,753
800,000 Contra Costa County, 8.25%, 09/02/03 828,104
1,030,000 Contra Costa County, 8.30%, 09/02/04 1,066,184
1,185,000 Contra Costa County, 8.30%, 09/02/05 1,226,629
1,170,000 Contra Costa County, 8.35%, 09/02/06 1,211,090
1,380,000 Contra Costa County, 8.35%, 09/02/07 1,428,466
1,455,000 Contra Costa County, 8.375%, 09/02/08 1,506,100
1,550,000 Contra Costa County, 8.375%, 09/02/09 1,604,436
165,000 Contra Costa County, 8.40%, 09/02/10 170,795
1,575,000 Contra Costa County, 8.40%, 09/02/11 1,630,314
1,965,000 Contra Costa County, 8.40%, 09/02/12 2,034,011
2,160,000 Contra Costa County, 8.40%, 09/02/13 2,235,859
6,435,000 Clayton Special Tax, CFD No. 90-1, 8.60%, 09/02/22 6,409,067
3,000,000 Clovis CDA, Tax Allocation, 7.625%, 08/01/15 3,033,750
2,670,000 Clovis COP, 7.20%, 08/01/11 2,673,044
1,750,000 Coachella RDA, Refunding, Tax Allocation, Project Area No. 4, Pre-Refunded,
8.45%, 09/01/20 2,058,560
3,000,000 Coachella Valley COP, ID No. 71, Storm Water District, Flood Central Project,
6.75%, 10/01/12 2,993,760
6,375,000 Coachella Valley USD, COP, 8.25%, 09/01/12 6,726,326
8,120,000 Coalinga Public Financing Authority Revenue, Series B, 6.625%, 09/15/21 7,631,420
Coast Community College District, Refunding, COP, Coastline Community College,
1,360,000 Second Project, 7.90%, 02/01/99 1,452,929
1,450,000 Second Project, 8.00%, 02/01/00 1,549,136
1,595,000 Second Project, 8.05%, 02/01/01 1,704,082
1,665,000 Second Project, 8.10%, 02/01/02 1,778,886
1,860,000 Second Project, 8.10%, 02/01/03 1,987,224
2,010,000 Second Project, 8.10%, 02/01/04 2,147,484
Coastside County Water District, 1915 ACT, Improvement Board,
970,000 Crystal Springs, AD No. 1, 7.00%, 09/02/02 1,001,302
980,000 Crystal Springs, AD No. 1, 7.10%, 09/02/03 1,011,625
970,000 Crystal Springs, AD No. 1, 7.15%, 09/02/04 1,001,302
680,000 Crystal Springs, AD No. 1, 7.20%, 09/02/05 701,944
675,000 Crystal Springs, AD No. 1, 7.25%, 09/02/06 696,775
Colton Joint USD, Special Tax,
170,000 CFD No. 1, Southridge Village, 7.75%, 09/01/00 170,886
185,000 CFD No. 1, Southridge Village, 7.75%, 09/01/01 185,964
195,000 CFD No. 1, Southridge Village, 7.75%, 09/01/02 196,016
215,000 CFD No. 1, Southridge Village, 7.75%, 09/01/03 216,120
230,000 CFD No. 1, Southridge Village, 7.75%, 09/01/04 231,198
250,000 CFD No. 1, Southridge Village, 7.75%, 09/01/05 251,302
265,000 CFD No. 1, Southridge Village, 7.75%, 09/01/06 266,381
285,000 CFD No. 1, Southridge Village, 7.75%, 09/01/07 286,485
310,000 CFD No. 1, Southridge Village, 7.75%, 09/01/08 311,615
335,000 CFD No. 1, Southridge Village, 7.75%, 09/01/09 336,745
360,000 CFD No. 1, Southridge Village, 7.75%, 09/01/10 361,876
390,000 CFD No. 1, Southridge Village, 7.75%, 09/01/11 392,032
420,000 CFD No. 1, Southridge Village, 7.75%, 09/01/12 422,188
450,000 CFD No. 1, Southridge Village, 7.75%, 09/01/13 452,344
Colton Public Financing Authority Revenue, Tax Allocation,
5,855,000 Series A, 7.60%, 05/15/19 6,190,784
20,830,000 Series B, 7.60%, 05/15/19 22,024,600
4,100,000 Colton RDA, MFR, Seniors Housing Project, Series A, 7.75%, 07/01/22 4,226,116
1,555,000 Colusa County COP, ABAG Finance Corp., Series B, 7.00%, 02/01/18 1,531,955
Commerce RDA, Tax Allocation, Project Area No. 1,
1,000,000 Series 1988-A, 7.60%, 08/01/98 1,086,690
1,655,000 Series 1988-A, 7.70%, 08/01/99 1,819,358
1,420,000 Series 1988-A, 7.75%, 08/01/00 1,558,265
16,000,000 Series 1988-A, 8.00%, 08/01/10 17,606,720
31,825,000 Commerce Refuse to Energy Authority Revenue, Series 1984-A, 11.50%,
11/01/10 32,895,911
18,575,000 Compton COP, Refunding, Tax Allocation, Convention Center Project, 8.00%,
08/01/16 19,862,062
13,000,000 Compton CRDA, Tax Allocation, Walnut Industrial Park, Series 1985,
AMBAC Insured, Pre-Refunded, 10.20%, 08/01/09 16,104,140
Compton Public Finance Authority Revenue,
1,075,000 Rosecrans Redevelopment Project Area No. 1, Series B, 9.25%,
08/01/01 1,181,758
25,165,000 Walnut Industrial Park Project, Series A, Pre-Refunded, 9.30%,
08/01/13 28,452,556
Compton Sewer Revenue,
1,405,000 Series 1993, 6.60%, 07/01/12 1,342,449
4,535,000 Series 1993, 6.75%, 07/01/23 4,345,165
5,895,000 Concord RDA, Refunding, Tax Allocation, Central Concord Redevelopment
Project, Sub-Series A, 6.00%, 07/01/19 5,125,113
Contra Costa County, COP,
11,740,000 Merrithew Memorial Hospital, Replacement, 6.60%, 11/01/12 11,508,957
49,500,000 Merrithew Memorial Hospital, Replacement, 6.625%, 11/01/22 47,639,790
4,500,000 Series 1994, 6.50%, 08/01/24 4,322,385
5,930,000 Contra Costa County MFHR, Refunding, Byron Park Project, Series C,
GNMA Secured, 6.40%, 01/20/31 5,711,361
Contra Costa Transportation Authority Revenue, Sales Tax,
13,900,000 Series A, ETM 03/01/05, 6.875%, 03/01/07 15,142,938
1,000,000 Series A, FGIC Insured, ETM 03/01/09, 6.50%, 03/01/09 1,036,920
1,510,000 Corcoran Hospital District Revenue, Series A, 6.55%, 07/01/12 1,491,110
Corcoran Joint Powers Finance Authority Revenue, Tax Allocation,
1,250,000 Corcoran Industrial Sector Redevelopment Project, 8.75%, 12/01/11 1,326,975
840,000 Corcoran Industrial Sector Redevelopment Project, 8.75%, 12/01/12 891,727
Corona 1915 ACT,
800,000 AD No. 79-2, Northeast Area, Series B, 7.625%, 09/02/98 826,344
855,000 AD No. 79-2, Northeast Area, Series B, 7.75%, 09/02/99 882,693
920,000 AD No. 79-2, Northeast Area, Series B, 7.80%, 09/02/00 949,044
995,000 AD No. 79-2, Northeast Area, Series B, 7.80%, 09/02/01 1,025,288
1,070,000 AD No. 79-2, Northeast Area, Series B, 7.85%, 09/02/02 1,102,806
1,155,000 AD No. 79-2, Northeast Area, Series B, 7.85%, 09/02/03 1,186,058
1,250,000 AD No. 79-2, Northeast Area, Series B, 7.85%, 09/02/04 1,277,425
1,565,000 Refunding, AD No. 79-2 & 80-1, 8.10%, 09/02/99 1,617,834
1,695,000 Refunding, AD No. 79-2 & 80-1, 8.10%, 09/02/00 1,750,494
1,830,000 Refunding, AD No. 79-2 & 80-1, 8.10%, 09/02/01 1,889,164
1,980,000 Refunding, AD No. 79-2 & 80-1, 8.10%, 09/02/02 2,043,202
2,135,000 Refunding, AD No. 79-2 & 80-1, 8.10%, 09/02/03 2,201,847
2,305,000 Refunding, AD No. 79-2 & 80-1, 8.10%, 09/02/04 2,376,248
23,500,000 Corona CFD No. 90-1, Special Tax, Series A, 8.40%, 09/01/20 22,561,645
Corona COP,
15,000,000 Corona Community Hospital Project, Pre-Refunded, 9.425%, 09/01/20 19,466,250
5,765,000 Public Improvement Corp., Waste Water Treatment Facility, 7.625%,
08/01/16 6,090,492
22,325,000 Refunding, Vista Hospital System, Series C, 9.50%, 07/01/20 23,149,909
3,000,000 Corona RDA, Tax Allocation, Refunding, Redevelopment Project Area A,
Series A, FGIC Insured, 6.25%, 09/01/16 2,936,760
915,000 Corona RDAR, SFRMR, 10.20%, 02/01/17 934,874
24,125,000 Corona-Norco USD, Lease Revenue, Land Acquisition, Series A, FSA Insured,
6.00%, 04/15/29 22,286,675
Corona-Norco USD, Special Tax,
4,705,000 CFD No. 6, 8.00%, 10/01/12 5,034,209
4,360,000 CFD No. 7, 9.30%, 11/01/07 4,808,034
5,195,000 CFD No. 88-1, 7.55%, 10/01/14 5,338,642
5,000,000 Coronado CDA, Tax Allocation, Coronado Community Development Project,
MBIA Insured, 6.30%, 09/01/22 4,909,400
6,000,000 Costa Mesa RDA, Refunding, Tax Allocation, Pre-Refunded, 8.00%, 02/01/17 6,387,660
2,390,000 Cotati Facilities Financing Authority, Tax Allocation, Series A, 5.70%, 09/01/23 2,024,832
17,345,000 Covina CDA, Tax Allocation, Covina Revitalization No. 1, 9.75%, 11/01/09 19,419,982
2,100,000 CSAC Finance Corp., COP, Sutter County, Health Facilities Program, 7.80%,
01/01/21 2,111,151
1,750,000 Cucamonga School District, COP, 7.60%, 12/01/15 1,832,022
Culver City Redevelopment Finance Authority Revenue, Subordinated Lien
Project Loans,
1,630,000 Series B, AMBAC Insured, 7.50%, 12/01/08 1,785,877
7,955,000 Series B, AMBAC Insured, 7.60%, 12/01/15 8,642,948
3,370,000 Series B, Pre-Refunded, 7.50%, 12/01/08 3,792,126
16,445,000 Series B, Pre-Refunded, 7.60%, 12/01/15 18,578,574
Cupertino COP,
4,110,000 Memorial Park Expansion Project, Bank Qualified, Pre-Refunded, 7.25%,
07/01/10 4,583,842
7,000,000 Open Space Acquisition Project, Pre-Refunded, 7.125%, 04/01/16 7,792,890
19,750,000 Refunding, Series A, 5.75%, 01/01/16 17,803,242
3,535,000 Refunding, Series B, 6.25%, 07/01/10 3,424,637
3,440,000 Cypress COP, Civic Center, Refunding & Improvement Project, 6.80%, 08/01/17 3,463,082
Davis RDA, Tax Allocation,
2,490,000 Davis Redevelopment Project, 7.35%, 09/01/11 2,567,563
3,600,000 Davis Redevelopment Project, 7.40%, 09/01/12 3,756,348
2,900,000 Delano CRDA, Tax Allocation, Delano Redevelopment Project Area No. 1, Notes,
7.25%, 03/01/98 2,982,273
Desert Hot Springs RDA, Refunding, Tax Allocation, Redevelopment Project No. 1,
1,460,000 Series A, MBIA Insured, 5.625%, 09/01/21 1,305,298
2,190,000 Series A, Pre-Refunded, 7.90%, 07/15/07 2,405,408
1,625,000 Series B, Pre-Refunded, 8.00%, 07/15/12 1,787,679
2,120,000 Desert Hot Springs RDA, Tax Allocation, Redevelopment Project No. 2, Series A,
6.625%, 09/01/20 1,994,093
20,000,000 Desert Sands USD, COP, Measure O Project, Series B, Pre- Refunded, 7.30%,
03/01/04 21,168,200
5,370,000 Duarte COP, City Civic Center, Refunding, 7.00%, 06/15/22 5,253,686
Duarte RDA, Refunding, Tax Allocation,
13,085,000 Davis Addition Project, 8.375%, 06/01/17 14,263,828
2,145,000 Las Lomas Redevelopment Project, 8.00%, 08/01/07 2,254,138
9,515,000 Dublin, COP, Refunding, Civic Center Project, Pre-Refunded, 7.875%, 02/01/10 10,451,847
East Bay MUD Revenue, Water System,
15,100,000 Refunding, Series 1992, 6.00%, 06/01/20 14,378,673
13,905,000 Series 1986-D, Pre-Refunded, 7.50%, 03/01/12 14,820,088
15,000,000 Series 1990, MBIA Insured, Pre-Refunded, 7.50%, 06/01/18 16,932,600
1,000,000 East Bay MUD, Special District, Series D, Pre-Refunded, 7.00%, 04/01/16 1,059,620
1,600,000 East Bay MUD, Waste Water Treatment System Revenue, AMBAC Insured,
6.375%, 06/01/21 1,578,640
East Bay Regional Park District,
1,220,000 Series 1989, 6.25%, 09/01/13 1,192,160
2,000,000 Series B, 5.75%, 09/01/15 1,849,000
2,930,000 Series B, 5.75%, 09/01/16 2,687,777
Eastern Municipal Water District Revenue, Water & Sewer, COP,
16,055,000 Refunding, Series A, 6.90%, 07/01/23 16,426,994
3,500,000 Series 1991, 6.00%, 07/01/23 3,201,345
3,750,000 Series 1991, MBIA Insured, 6.00%, 07/01/23 3,506,962
10,975,000 Eden Township Hospital District Revenue, COP, Insured Health Facility, Eden
Hospital Health Service Corp., Pre-Refunded, 7.80%, 07/01/18 12,210,895
1,500,000 El Camino Hospital District Revenue, Crossover Refunding, COP, Series A,
8.50%, 09/01/17 1,661,670
8,945,000 El Camino Hospital District Revenue, Refunding, Series A, 7.25%, 08/15/09 9,708,635
5,500,000 El Dorado County Board Authority Lease Revenue, CapitalFacilities Project,
7.40%, 11/01/09 5,841,935
3,390,000 El Dorado Union High School District, COP, Capital Projects, 6.30%, 08/01/12 3,304,708
2,620,000 El Monte Public Financing Authority Revenue, Tax Allocation, Downtown El Monte
Redevelopment Project, Series A, 6.35%, 12/01/23 2,364,340
Elsinore Valley Municipal Water District, COP,
2,590,000 Refunding, Series A, FGIC Insured, 5.75%, 07/01/19 2,373,036
635,000 Series A, 8.20%, 08/01/06 650,577
10,000,000 Series A, BIG Insured, Pre-Refunded, 7.30%, 08/01/19 10,991,500
Emeryville Public Financing Authority Revenue, Subordinated Lien, Emeryville
Redevelopment,
1,805,000 Series A, Pre-Refunded, 8.00%, 02/01/08 1,946,295
6,000,000 Series A, Pre-Refunded, 8.10%, 02/01/17 6,552,720
3,620,000 Series A, Pre-Refunded, 8.10%, 02/01/18 3,953,474
1,165,000 Empire Union School District, COP, Garst School Supplies Financing Project,
6.75%, 12/01/17 1,144,799
2,700,000 Empire Union School District, Refunding, Special Tax, Community Facilities
District No. 1989-1, Series A, MBIA Insured, 6.50%, 10/01/17 2,719,629
5,000,000 Encina Financing Authority Revenue, Joint Powers Waste Water, Phase IV,
Expansion Project, Series A, AMBAC Insured, 6.50%, 08/01/14 5,045,850
Escondido, COP,
95,000 Escondido Mobile Home Park, 5.65%, 03/01/96 95,031
110,000 Escondido Mobile Home Park, 5.85%, 03/01/97 110,065
115,000 Escondido Mobile Home Park, 6.05%, 03/01/98 115,095
1,050,000 Escondido Mobile Home Park, 7.25%, 03/01/07 1,058,410
5,140,000 Escondido Mobile Home Park, 7.40%, 03/01/21 5,139,435
2,405,000 Eureka Public Financing Authority Revenue, Tax Allocation, Eureka
Redevelopment Projects, CGIC Insured, Pre-Refunded, 7.40%, 11/01/13 2,655,192
1,260,000 Fairfield 1915 ACT, Green Valley Road/Mangels Boulevard, 8.00%, 09/02/11 1,281,029
485,000 Fairfield 1915 ACT, North Cordelia, ID, 8.00%, 09/02/11 493,095
Fairfield Public Financing Authority Revenue, Fairfield Redevelopment Project,
2,145,000 Series A, 7.80%, 08/01/19 2,221,512
19,115,000 Series A, Pre-Refunded, 7.80%, 08/01/19 20,994,769
Fairfield RDA, Tax Allocation,
4,045,000 Highway 12 Redevelopment Project, Pre-Refunded, 8.00%, 10/01/10 4,382,353
4,045,000 Highway 12 Redevelopment Project, Pre-Refunded, 8.50%, 10/01/16 4,420,295
2,120,000 Highway 12 Redevelopment Project, Pre-Refunded, 9.00%, 10/01/18 2,336,579
1,960,000 Fair Oaks Fire Protection District, COP, 8.00%, 12/01/15 2,073,660
4,000,000 Fallbrook Union High School District, San Diego County, Series A, MBIA Insured,
6.25%, 09/01/19 3,896,320
2,590,000 Fillmore COP, Water System Improvement Project, AMBAC Insured, 7.70%,
05/01/19 2,903,908
Folsom Public Financing Authority Revenue,
3,000,000 Local Agency, 7.25%, 10/01/10 3,047,040
7,590,000 Local Agency, 8.00%, 10/01/18 7,908,932
11,520,000 Local Agency, Pre-Refunded, 8.00%, 10/01/18 12,259,699
Folsom Special Tax,
2,000,000 CFD No. 1, Willow Creek, 8.25%, 12/01/06 2,115,840
3,910,000 CFD No. 2, 7.60%, 12/01/09 4,071,952
3,950,000 CFD No. 2, 7.70%, 12/01/19 4,114,162
4,000,000 Fontana COP, 1915 ACT, Police Facilities Project, Pre-Refunded, 7.75%,
04/01/16 4,262,320
2,750,000 Fontana COP, Refunding, Police Facility Project, 5.625%, 04/01/16 2,332,962
Fontana Public Financing Authority Revenue, Tax Allocation, North Fontana,
Redevelopment,
3,005,000 Series B, 6.25%, 01/15/18 2,690,737
1,905,000 Series B, 6.30%, 01/15/24 1,690,326
2,000,000 Subordinated Lien, Series A, Pre-Refunded, 7.65%, 12/01/09 2,304,000
11,005,000 Subordinated Lien, Series A, Pre-Refunded, 7.75%, 12/01/20 12,742,579
Fontana RDA, Tax Allocation,
16,830,000 Refunding, Jurupa Hills Redevelopment Project, Series A, 7.90%,
10/01/18 17,831,385
10,000,000 Refunding, Jurupa Hills Redevelopment Project, Series A, 7.10%,
10/01/23 10,070,700
16,610,000 Subordinated, North Fontana, Redevelopment Project, Pre-Refunded,
8.00%, 09/01/18 18,672,630
31,750,000 Fontana Special Tax, CFD No. 2, Series B, 8.50%, 09/01/17 34,397,950
Foothill-De Anza Community College District, COP,
1,690,000 Parking Structure Project, Pre-Refunded, 8.20%, 07/01/08 1,915,294
3,110,000 Parking Structure Project, Pre-Refunded, 8.25%, 07/01/18 3,529,850
2,120,000 Fort Bragg COP, Capital Improvement Authority, Pre-Refunded, 7.85%, 08/01/14 2,366,386
2,015,000 Fort Bragg, RDAR, Tax Allocation, Fort Bragg Redevelopment Project, Series A,
6.875%, 05/01/18 1,945,482
2,000,000 Fortuna & Susanville Cities, COP, Series B, 7.375%, 09/01/17 2,036,240
Franklin McKinley School District,
4,640,000 COP, Refunding, Series 1993, 6.625%, 05/01/16 4,477,414
1,070,000 Series E, 5.75%, 07/01/14 980,238
Fremont, COP,
4,285,000 Series A, MBIA Insured, 5.80%, 08/01/18 3,967,481
8,320,000 Series A, MBIA Insured, 5.90%, 08/01/25 7,699,494
1,800,000 Series B, 6.10%, 08/01/18 1,666,116
3,585,000 Series B, 6.10%, 08/01/25 3,271,062
6,035,000 Fremont, COP, Park Facilities Corp., 6.75%, 08/01/11 6,054,312
1,980,000 Fremont RDA, Tax Allocation, Irvington Redevelopment Project, 7.75%, 08/01/06 2,057,418
Fresno County, COP,
225,000 American Avenue Landfill Project, 7.30%, 11/01/95 229,336
240,000 American Avenue Landfill Project, 7.40%, 11/01/96 246,845
255,000 American Avenue Landfill Project, 7.50%, 11/01/97 264,759
275,000 American Avenue Landfill Project, 7.60%, 11/01/98 284,551
295,000 American Avenue Landfill Project, 7.75%, 11/01/99 306,694
320,000 American Avenue Landfill Project, 7.90%, 11/01/00 333,853
345,000 American Avenue Landfill Project, 8.00%, 11/01/01 361,408
7,185,000 American Avenue Landfill Project, 8.25%, 11/01/13 7,622,998
Fresno County HFR, Mortgage Loans,
195,000 Series A, 12.50%, 09/15/12 197,751
165,000 SF, Issue A, AMBAC Insured, 13.00%, 12/01/13 167,968
2,470,000 Fresno County Office of Education, COP, Capital Outlay Financing Program,
Series C, 7.50%, 12/01/10 2,544,396
3,000,000 Fresno IDR, Refunding, Civic Center Square Project, 8.60%, 04/01/08 3,000,600
1,755,000 Fresno RDAR, Tax Allocation, Mariposa Redevelopment Project, Series A,
6.625%, 02/01/23 1,637,503
7,065,000 Fresno USD, COP, Project Phase VI, Series A, 7.20%, 05/01/11 7,204,392
Fullerton Joint Union High School District, COP, Financing Project,
3,355,000 Series 1992, 6.50%, 09/01/07 3,320,142
1,070,000 Series 1993, 5.875%, 09/01/08 1,028,216
6,065,000 Galt 1915 ACT, Improvement Board, AD No. 92-1, 7.75%, 09/02/24 6,250,771
3,340,000 Galt COP, Waste Water Improvement, 7.80%, 09/01/10 3,441,670
3,520,000 Galt High & Elementary School, Joint Powers Facilities Authority Revenue,
Series A, 7.00%, 11/01/17 3,484,026
3,980,000 Galt Middle School, Joint Powers Authority, Special Tax, CFD No. 1, 8.00%,
09/01/15 4,081,172
Garden Grove CDA, Refunding, Tax Allocation,
3,275,000 Garden Grove Community Project, 5.70%, 10/01/08 2,983,394
6,730,000 Garden Grove Community Project, 5.875%, 10/01/23 5,855,033
2,020,000 Gardena COP, Refunding, Civic Center Improvement Projects, 6.30%, 08/01/23 1,838,624
25,515,000 Glendale Memorial Hospital & Health Revenue, Refunding, Series A, 9.00%,
11/01/17 25,624,459
2,000,000 Glendale RDAR, Tax Allocation, Central Glendale Redevelopment Project,
AMBAC Insured, Pre-Refunded, 7.10%, 12/01/20 2,192,000
7,250,000 Glendale USD, COP, Series A, AMBAC Insured, 6.00%, 03/01/19 6,885,180
10,090,000 Golden Hills School District, COP, Capital Financing Project, Pre-Refunded,
7.75%, 03/01/18 10,740,401
Goleta Sanitation & Water Districts, COP,
600,000 Series 1991, Pre-Refunded, 7.25%, 12/01/01 659,748
1,000,000 Series 1991, Pre-Refunded, 7.30%, 12/01/02 1,101,440
1,000,000 Series 1991, Pre-Refunded, 7.35%, 12/01/03 1,103,290
1,280,000 Series 1991, Pre-Refunded, 7.35%, 12/01/04 1,414,746
1,315,000 Series 1991, Pre-Refunded, 7.40%, 12/01/05 1,453,259
1,475,000 Series 1991, Pre-Refunded, 7.40%, 12/01/06 1,630,082
11,380,000 Series 1991, Pre-Refunded, 7.50%, 12/01/12 12,618,713
2,945,000 Grand Terrace Public Financing Authority, Series A, 7.85%, 06/01/21 3,129,298
Grass Valley 1915 ACT,
45,000 Limited Obligation, AD No. 1, Morgan Ranch, 8.00%, 09/02/97 46,583
50,000 Limited Obligation, AD No. 1, Morgan Ranch, 8.10%, 09/02/98 51,759
50,000 Limited Obligation, AD No. 1, Morgan Ranch, 8.20%, 09/02/99 51,759
60,000 Limited Obligation, AD No. 1, Morgan Ranch, 8.30%, 09/02/00 62,110
60,000 Limited Obligation, AD No. 1, Morgan Ranch, 8.30%, 09/02/01 62,110
70,000 Limited Obligation, AD No. 1, Morgan Ranch, 8.40%, 09/02/02 72,461
75,000 Limited Obligation, AD No. 1, Morgan Ranch, 8.40%, 09/02/03 77,637
80,000 Limited Obligation, AD No. 1, Morgan Ranch, 8.50%, 09/02/04 82,813
85,000 Limited Obligation, AD No. 1, Morgan Ranch, 8.50%, 09/02/05 87,989
85,000 Limited Obligation, AD No. 1, Morgan Ranch, 8.60%, 09/02/06 87,988
110,000 Limited Obligation, AD No. 1, Morgan Ranch, 8.60%, 09/02/07 113,867
110,000 Limited Obligation, AD No. 1, Morgan Ranch, 8.60%, 09/02/08 113,867
105,000 Refunding, Whispering Pines ID, 7.70%, 09/02/03 106,681
130,000 Refunding, Whispering Pines ID, 7.75%, 09/02/04 134,321
135,000 Refunding, Whispering Pines ID, 7.75%, 09/02/05 139,487
150,000 Refunding, Whispering Pines ID, 7.80%, 09/02/06 154,986
170,000 Refunding, Whispering Pines ID, 7.85%, 09/02/07 175,651
185,000 Refunding, Whispering Pines ID, 7.90%, 09/02/08 191,149
205,000 Refunding, Whispering Pines ID, 7.90%, 09/02/09 211,814
220,000 Refunding, Whispering Pines ID, 7.90%, 09/02/10 227,313
235,000 Refunding, Whispering Pines ID, 7.90%, 09/02/11 242,811
255,000 Refunding, Whispering Pines ID, 7.95%, 09/02/12 263,968
275,000 Refunding, Whispering Pines ID, 7.95%, 09/02/13 284,672
300,000 Refunding, Whispering Pines ID, 7.95%, 09/02/14 310,551
325,000 Refunding, Whispering Pines ID, 7.95%, 09/02/15 336,430
350,000 Refunding, Whispering Pines ID, 8.00%, 09/02/16 362,310
380,000 Refunding, Whispering Pines ID, 8.00%, 09/02/17 393,365
410,000 Refunding, Whispering Pines ID, 8.00%, 09/02/18 424,420
440,000 Refunding, Whispering Pines ID, 8.00%, 09/02/19 455,475
350,000 Refunding, Whispering Pines ID, 8.00%, 09/02/20 362,310
3,000,000 Grass Valley Insured, Hospital Revenue, Sierra Nevada Memorial Hospital,
7.25%, 04/01/19 3,130,290
Hawaiian Gardens Public Finance Authority, Tax Allocation,
3,105,000 Redevelopment Project No. 1, Series A, Pre-Refunded, 7.15%, 12/01/17 3,115,060
9,375,000 Series 1988, Pre-Refunded, 7.90%, 12/01/13 10,126,875
Hawaiian Gardens RDA, Refunding, Tax Allocation,
8,095,000 Project No. 1, 8.00%, 12/01/10 8,822,660
9,575,000 Project No. 1, 6.20%, 12/01/23 8,615,968
18,645,000 Project No. 1, 6.35%, 12/01/33 16,779,008
5,000,000 Hawthorne CRDA, Special Tax, CFD No. 91-1, Southwest, 8.25%, 10/01/14 5,123,800
2,250,000 Hawthorne CRDA, Tax Allocation, Hawthorne Redevelopment Project No. 2,
Pre-Refunded, 7.875%, 07/01/15 2,509,065
1,985,000 Hayward RDA, Tax Allocation, Downtown Hayward Redevelopment Project,
7.75%, 03/01/14 2,047,706
4,000,000 Hemet USD, COP, Series 1991, Pre-Refunded, 8.00%, 12/01/13 4,682,560
2,745,000 Hemet Valley Hospital District Revenue, COP, Hemacinto Community Corp.
Project, Series A, 7.75%, 05/01/19 2,798,308
Hemet Valley Hospital District Revenue, Moreno Valley Regional Medical Center,
3,855,000 Series A, 8.25%, 07/01/05 4,017,874
22,490,000 Series A, 8.50%, 07/01/18 23,496,877
Hercules, COP, Capital Improvements Project,
2,145,000 Series 1986, Pre-Refunded, 8.125%, 12/01/05 2,307,698
5,190,000 Series 1986, Pre-Refunded, 8.25%, 06/01/15 5,593,834
8,455,000 Hesperia Public Financing Authority Revenue, Highway & Street Improvement,
Series A, 6.10%, 10/01/10 7,744,865
5,000,000 Hesperia Water District, COP, Refunding, Water Facilities Improvement Project,
FGIC Insured, 7.15%, 06/01/26 5,392,100
Highland Special Tax, CFD No. 90-1,
2,000,000 Series A, 8.50%, 09/01/10 2,024,380
3,000,000 Series A, 8.60%, 09/01/15 3,036,870
3,815,000 Hollister Joint Powers Financing Authority Revenue, Refunding, Sewer System
Improvement Project, 5.75%, 12/01/11 3,404,849
Hollister RDA, Tax Allocation, Community Development Project,
2,000,000 Series 1989, 7.55%, 10/01/13 2,080,800
1,905,000 Series 1992-B, CGIC Insured, 6.625%, 10/01/07 1,995,068
1,495,000 Series 1992-B, CGIC Insured, 6.75%, 10/01/13 1,539,357
1,830,000 Huntington Beach, COP, Refunding, Emerald Cove Senior Citizens Housing
Project, 7.00%, 09/01/21 1,867,844
14,500,000 Huntington Beach, MFHR, Refunding, Huntington Breakers Project, 7.20%,
07/01/14 14,808,125
Huntington Beach, Public Financing Authority Revenue,Huntington Beach
Redevelopment Projects,
2,630,000 Refunding, Series 1992, 7.00%, 08/01/24 2,562,278
14,855,000 Series A, Pre-Refunded, 8.375%, 05/01/18 16,732,969
5,500,000 Huntington Park IDA, IDR, Staff Development Co. Project,10.00%, 12/01/97 5,602,520
5,000,000 Huntington Park Public Financing Authority, Lease Revenue, Series A, 7.875%,
09/01/19 5,165,400
10,000,000 Huntington Park Public Financing Authority, Local Agency Revenue, Refunding,
Series A, MBIA Insured, 6.45%, 09/01/22 9,999,100
11,665,000 Huntington Park RDA, Sales & Use Tax Revenue, Junior Lien, Tax Allocation,
Merged Project, Pre-Refunded, 8.00%, 01/01/22 13,304,282
5,880,000 Huntington Park RDAR, Refunding, Tax Allocation, Huntington Park Industrial
Project, Pre-Refunded, 8.25%, 04/01/12 6,304,712
2,715,000 Imperial County Local Transportation Authority, Sales Tax Revenue, 5.75%,
05/01/10 2,410,268
Imperial Irrigation District, COP, Electric System Project,
2,000,000 Series 1990, Pre-Refunded, 6.50%, 11/01/09 2,133,700
21,010,000 Series 1994, 6.00%, 11/01/18 19,309,871
Indian Wells RDAR, Tax Allocation,
4,460,000 Whitewater Redevelopment Project No. 1, Pre-Refunded, 7.875%,
09/01/16 4,692,990
6,690,000 Whitewater Redevelopment Project No. 2, Pre-Refunded, 7.875%,
09/01/16 7,039,486
8,500,000 Indio MFMR, Refunding, 8.625%, 10/01/98 5,185,000
Indio Public Financing Authority Revenue, Refunding, Tax Allocation,
255,000 Series 1992, 6.85%, 08/15/01 258,440
275,000 Series 1992, 6.95%, 08/15/02 279,114
300,000 Series 1992, 7.10%, 08/15/03 305,877
12,120,000 Series 1992, 7.30%, 08/15/22 12,151,997
11,380,000 Industry, COP, Refunding, 6.625%, 06/01/06 11,419,830
2,345,000 Industry, IDA, Camco Chemical Project, Series A, 7.00%, 12/01/00 2,350,605
3,250,000 Industry, Refunding, Series 1994, MBIA Insured, 5.70%, 07/01/18 2,937,253
5,860,000 Industry, Urban Development Agency, Refunding, Tax Allocation, Transportation
District No. 3 Project, 6.90%, 11/01/07 5,986,224
12,000,000 Inglewood Hospital Revenue, Daniel Freeman Hospital, Inc., 6.75%, 05/01/13 12,076,560
Redevelopment Project, Series A, AMBAC Insured, 6.00%, 05/01/16 7,048,837
3,330,000 Inglewood RDA, Tax Allocation, Century Redevelopment Project, Series B,
Pre-Refunded, 7.875%, 09/01/18 3,596,633
2,990,000 Inglewood USD, COP, 7.375%, 10/01/05 3,064,272
37,885,000 Intercommunity Hospital Financing Authority, COP, Solano County, 7.75%,
11/01/19 38,520,331
Intermodal Container Transfer Facility, Joint Powers Authority Revenue,
Refunding,
9,640,000 Series A, 7.65%, 11/01/04 10,298,219
17,465,000 Series A, 7.70%, 11/01/14 18,655,589
1,470,000 Inyo County COP, Series 1990, 7.30%, 12/01/10 1,491,124
Irvine Ranch Water District Revenue, Joint Powers Agency,
13,000,000 Local Pool, 7.80%, 02/15/08 13,813,540
221,265,000 Local Pool, 7.875%, 02/15/23 234,574,090
15,000,000 Local Pool, Issue II, 8.20%, 08/15/08 16,269,150
250,995,000 Local Pool, Issue II, 8.25%, 08/15/23 271,310,535
Irwindale CDA, Sales & Use Tax Revenue,
2,000,000 City Industrial Development Project, Pre-Refunded, 7.875%, 05/01/01 2,139,780
7,255,000 City Industrial Development Project, Pre-Refunded, 8.00%, 05/01/11 7,772,209
2,000,000 Irwindale COP, Refunding, Municipal Facilities Project, 7.75%, 04/01/05 2,054,160
10,000,000 Irwindale Public Finance Authority, Special Tax, CFD No. 1, 8.50%, 11/01/20 10,544,100
1,760,000 cJohn C. Fremont Hospital District, Health Facility Revenue, 6.75%, 06/01/23 1,737,824
Jurupa Community Service District, COP, Waste Water Facility Project,
800,000 Series 1990, Pre-Refunded, 7.55%, 10/01/05 885,984
510,000 Series 1990, Pre-Refunded, 7.55%, 10/01/06 564,815
980,000 Series 1990, Pre-Refunded, 7.55%, 10/01/07 1,085,330
2,000,000 Keppel Union School District, Special Tax, CFD No. 1-91, Series A, 7.40%,
09/01/16 2,033,420
5,230,000 Kern County Housing Authority, RRMR, Series 1985-A, 9.875%, 09/01/08 5,229,111
Kern County Housing Authority, SFMR,
465,000 Series A, GNMA Secured, 7.45%, 12/01/02 472,580
1,040,000 Series A, GNMA Secured, 7.55%, 12/01/07 1,055,444
1,505,000 Series A, GNMA Secured, 7.65%, 12/01/12 1,510,644
6,890,000 Series A, GNMA Secured, 7.70%, 12/01/23 6,920,867
850,000 Series A, GNMA Secured, 7.50%, 10/01/24 843,957
2,980,000 Kern County RMR, Series 1985-A, 9.80%, 05/01/18 2,974,129
3,000,000 La Habra COP, Park La Habra & Viewpark Projects, FSA Insured, 6.625%,
11/01/22 3,009,630
4,810,000 La Mesa Parking Authority Lease Revenue, Refunding, Municipal Forwards,
AMBAC Insured, 6.00%, 10/01/07 4,817,552
2,960,000 La Mirada Public Financing Authority Revenue, Tax Allocation, Beach Boulevard
Redevelopment Project, 7.75%, 08/15/19 3,100,067
La Mirada RDA, Special Tax, Civic Theatre Project,
295,000 CFD No. 89-1, 7.90%, 10/01/01 312,128
315,000 CFD No. 89-1, 8.00%, 10/01/02 335,198
340,000 CFD No. 89-1, 8.00%, 10/01/03 360,203
12,725,000 CFD No. 89-1, 8.25%, 10/01/20 13,486,464
La Mirada RDA, Tax Allocation, Industrial & Commercial Redevelopment Project,
630,000 Series 1985, Pre-Refunded, 8.90%, 11/15/10 676,437
3,300,000 Series A, 7.40%, 11/01/21 3,355,704
1,915,000 Series B, 6.75%, 08/15/11 1,862,280
2,970,000 La Mirada SFMR, 7.65%, 04/01/24 2,994,295
La Palma Community Development Commission, Tax Allocation,
4,945,000 La Palma Community Development Project No. 1, 7.10%, 06/01/21 5,051,713
2,355,000 Refunding, La Palma Community Development Project No. 1, 6.10%,
06/01/22 2,104,993
1,500,000 La Quinta RDA, Tax Allocation, La Quinta Redevelopment Project, Pre-Refunded,
8.00%, 09/01/12 1,683,420
La Verne COP,
3,500,000 RDA, Capital Improvement, Series 1987, Pre-Refunded, 8.375%, 06/01/17 3,871,105
4,000,000 Series 1989, 7.70%, 03/01/09 4,255,320
2,000,000 Series 1989, Pre-Refunded, 7.60%, 03/01/04 2,087,220
10,000,000 Lake Arrowhead Community Services District, COP, Refunding, FGIC Insured,
6.50%, 06/01/15 10,072,000
5,150,000 Lake Elsinore USD, COP, Refunding, 6.90%, 02/01/20 5,011,310
Lake Elsinore USD, Special Tax,
4,825,000 CFD No. 88-1, 7.50%, 09/01/14 4,885,312
4,200,000 CFD No. 88-1, 8.25%, 09/01/16 4,395,804
6,705,000 Lakewood RDA, Refunding, Tax Allocation, Redevelopment Project No. 1,
Series A, CGIC Insured, 6.50%, 09/01/17 6,696,485
4,155,000 Lancaster CFD No. 89-1, 7.60%, 09/01/20 4,157,659
Lancaster COP, Refunding, School District Project,
2,640,000 CGIC Insured, 6.95%, 03/01/12 2,797,608
3,555,000 CGIC Insured, 7.00%, 03/01/22 3,782,378
5,000 Lancaster RDA, RMR, Los Angeles County, Series 1983-A, 10.125%, 09/01/16 5,097
Lancaster RDA, Tax Allocation,
3,250,000 Lancaster Residential, Sub-Notes, 6.625%, 10/01/97 3,288,707
5,000,000 Redevelopment Project Areas, MBIA Insured, 5.70%, 08/01/23 4,499,400
6,055,000 Refunding, Amargosa Redevelopment Project, MBIA Insured, 6.85%,
02/01/19 6,266,925
1,630,000 Refunding, Central Business District Redevelpment, 6.125%, 08/01/23 1,413,715
1,070,000 Refunding, Fox Field Redevelopment Project Area, 6.125%, 08/01/22 931,285
4,250,000 School District Notes, Redevelopment Project No. 5, 6.90%, 10/01/97 4,281,917
Lassen County COP, Public Facility Project,
1,260,000 Series A, 7.50%, 11/01/04 1,320,102
1,840,000 Series A, 7.60%, 11/01/09 1,889,478
1,045,000 Series B, 7.50%, 11/01/04 1,094,846
1,050,000 Series B, 7.60%, 11/01/09 1,078,234
18,370,000 Lassen MUD, COP, Lassen District Electric System, 8.75%, 05/01/08 19,289,051
1,000,000 Lemon Grove CDA Revenue, Tax Allocation, Lemon Redevelopment Project,
6.90%, 08/01/20 1,011,220
2,745,000 Liberty Union High School District, Series A, CGIC Insured, 6.20%, 08/01/19 2,653,701
Lincoln USD, Special Tax,
3,000,000 CFD No. 1-A, AMBAC Insured, 6.90%, 09/01/21 3,164,820
1,210,000 CFD No. 1-B, 7.20%, 09/01/21 1,277,312
Little Lake City School District, COP, Refunding,
250,000 Series A, 6.00%, 06/01/04 238,022
265,000 Series A, 6.10%, 06/01/05 251,458
280,000 Series A, 6.15%, 06/01/06 263,768
300,000 Series A, 6.20%, 06/01/07 281,712
315,000 Series A, 6.25%, 06/01/08 294,931
335,000 Series A, 6.25%, 06/01/09 307,007
355,000 Series A, 6.25%, 06/01/10 322,670
5,810,000 Livermore COP, 6.00%, 05/01/20 5,172,875
3,700,000 Local Government Finance Authority Revenue, Refunding, Santa Maria, Series A,
7.50%, 08/01/19 4,132,678
15,000,000 Local Government Finance Joint Powers Authority Revenue, Anaheim RDA,
Series A, Pre-Refunded, 8.20%, 09/01/15 16,939,350
9,995,000 Local Medical Facilities Financing Authority, COP, 7.55%, 03/01/20 10,453,770
Local Medical Facilities Financing Authority II, COP,
4,365,000 California Health Clinic Project, 7.55%, 11/01/20 4,579,147
3,075,000 California Health Clinic Project, Series B, 6.85%, 10/01/21 3,109,809
3,750,000 Local Medical Facilities Financing Authority III, COP, Insured Health Clinic
Projects, 6.90%, 07/02/22 3,789,112
11,525,000 Loma Linda Hospital Revenue, Refunding, Loma Linda University Medical
Center, Series A, AMBAC Insured, 6.55%, 12/01/18 11,617,085
3,000,000 Long Beach COP, Airport Improvement Project, MBIA Insured, Pre-Refunded,
6.95%, 06/01/16 3,280,920
Long Beach COP, Fleet Services Project,
7,715,000 Series A, 6.60%, 05/01/14 7,581,608
3,680,000 Series A, 6.00%, 05/01/17 3,338,643
2,500,000 Long Beach Health Care System Revenue, Sisters CharityIncarnate Word,
6.50%, 01/01/15 2,539,300
4,750,000 Long Beach HMR, Series 1983-A, 9.60%, 11/01/14 4,897,630
Long Beach RDA, Downtown Redevelopment Project,
3,080,000 Series B, Pre-Refunded, 8.20%, 11/01/05 3,451,941
3,410,000 Series B, Pre-Refunded, 8.30%, 11/01/10 3,832,806
3,735,000 Long Beach USD, COP, Los Angeles County Schools, Series A, 6.30%, 12/01/12 3,590,381
5,400,000 Long Beach Water Revenue, Refunding, 6.25%, 05/01/24 5,249,502
Los Angeles Community College District, COP,
7,175,000 Capital Improvement Project, Series A, Pre-Refunded, 7.50%, 08/15/09 8,035,569
4,330,000 Refunding, Series A, CGIC Insured, 6.00%, 08/15/20 4,049,936
4,000,000 Series 1990, Pre-Refunded, 7.00%, 08/15/10 4,429,040
65,000,000 Los Angeles Convention & Exhibition Center Authority, COP, Refunding, Series A,
Pre-Refunded, 7.375%, 08/15/18 72,194,850
Los Angeles COP,
3,455,000 Ararat Mission Hills Project, Series A, 7.25%, 06/01/21 3,577,791
5,335,000 Bay Harbor Hospital, Inc., 7.30%, 04/01/20 5,562,218
3,500,000 Woodbury University, Series A, 8.00%, 06/01/18 3,625,020
3,500,000 Los Angeles County Capital Asset Leasing Corp., Leasehold Revenue,
Refunding, AMBAC Insured, 6.00%, 12/01/16 3,331,090
Los Angeles County COP,
3,250,000 Civic Center Heating & Refrigeration Plant, Pre-Refunded, 8.00%,
06/01/10 3,627,877
34,995,000 Correctional Facilities Projects, MBIA Insured, 6.50%, 09/01/13 35,335,851
5,950,000 Correctional Facilities Projects, MBIA Insured, 6.00%, 09/01/15 5,683,916
2,500,000 Disney Parking Project, 5.50%, 09/01/21 2,095,600
13,060,000 Disney Parking Project, 6.50%, 03/01/23 12,616,613
1,000,000 Hospital Information System, Medical Center, 5.90%, 12/01/97 1,003,890
15,545,000 Insured Health Clinic Program, Series A, 7.30%, 01/01/21 16,225,405
7,175,000 Insured Health Clinic Program, Series B, 7.05%, 08/01/21 7,358,321
1,310,000 Insured Health Clinic Program, Series C, 6.90%, 01/01/22 1,316,013
3,750,000 Insured Health Clinic Program, Series D, 5.75%, 01/01/24 3,260,962
1,955,000 Insured Health Clinic Program, Series E, 5.80%, 12/01/23 1,712,678
6,000,000 Multiple Capital Facilities Project III, 6.25%, 11/01/07 5,858,580
3,400,000 Refunding, Retirement Housing Foundation, 6.625%, 04/15/12 3,391,194
7,665,000 Refunding, Retirement Housing Foundation, 6.75%, 04/15/22 7,617,400
1,605,000 Refunding, Sheriffs Training Academy, Pre-Refunded, 7.75%, 7/01/06 1,721,988
1,500,000 Refunding, Sheriffs Training Academy, Pre-Refunded, 7.75%, 07/01/16 1,609,335
1,000,000 Series 1992, 6.625%, 07/01/22 978,150
3,920,000 Los Angeles County Home Improvement Loan Revenue, Series C-1, 6.90%,
06/01/10 4,048,184
Los Angeles County SFMR,
2,540,000 Issue 1986-A, GNMA Secured, 7.875%, 08/01/16 2,626,919
3,885,000 Issue 1987-A, GNMA Secured, 8.00%, 03/01/17 3,907,106
Los Angeles County Special Tax, CFD No. 1,
230,000 Palmdale/Lancaster Waterworks, Series A, 8.00%, 09/01/06 236,033
4,350,000 Palmdale/Lancaster Waterworks, Series A, 8.125%, 09/01/18 4,489,678
Los Angeles County Special Tax, CFD No. 2,
1,070,000 Rowland Heights Area, 7.90%, 09/01/08 1,122,205
6,255,000 Rowland Heights Area, 8.00%, 09/01/18 6,576,382
5,785,000 Los Angeles County Special Tax, CFD No. 3, Series A, 7.60%, 09/01/14 5,952,707
18,909,000 Los Angeles County Transportation Commission Lease Revenue, FSA Insured,
7.375%, 12/15/06 20,537,443
Los Angeles County Transportation Commission Sales Tax Revenue,
26,410,000 Refunding, Series A, 7.40%, 07/01/09 28,388,901
1,830,000 Refunding, Series A, 7.40%, 07/01/15 1,967,122
8,240,000 Refunding, Series A, Pre-Refunded, 8.00%, 07/01/18 9,229,459
3,000,000 Refunding, Series B, 5.75%, 07/01/18 2,736,090
5,000,000 Refunding, Series B, FGIC Insured, 6.50%, 07/01/13 5,039,050
21,800,000 Refunding, Series B, FGIC Insured, 5.75%, 07/01/18 19,931,304
1,200,000 Series A, FGIC Insured, 6.25%, 07/01/16 1,174,740
2,400,000 Series A, FGIC Insured, Pre-Refunded, 6.75%, 07/01/18 2,635,584
1,355,000 Series A, Pre-Refunded, 7.60%, 07/01/06 1,451,598
5,625,000 Series A, Pre-Refunded, 7.60%, 07/01/12 6,026,006
23,750,000 Series A, Pre-Refunded, 6.75%, 07/01/20 26,081,300
68,335,000 Series A, Pre-Refunded, 6.90%, 07/01/21 75,617,461
29,590,000 Series A, Proposition C, Second Senior, MBIA Insured, 6.625%, 07/01/09 30,473,261
43,290,000 Series A, Proposition C, Second Senior, MBIA Insured, 6.00%, 07/01/23 40,751,907
Los Angeles CRDA, Community Redevelopment Financing Authority Revenue,
Grand Center Redevelopment,
1,165,000 Series A, 5.90%, 12/01/13 1,056,993
1,300,000 Series A, 5.90%, 12/01/26 1,129,739
Los Angeles CRDA, Financing Authority Revenue,
800,000 Hoover Redevelopment Project, Series C, 5.375%, 09/01/98 787,680
5,000,000 Pooled Financing, Bunker Harbor, Series A, 6.375%, 09/01/14 4,687,000
100,000 Los Angeles CRDA, Housing Revenue, Angelus Plaza Project, FHA Insured
Mortgage, 11.00%, 04/01/23 101,452
Los Angeles CRDA, RMR,
105,000 Series 1982-B, AMBAC Insured, Pre-Refunded, 10.00%, 12/01/07 107,168
25,000 Series 1983-A, 10.375%, 12/01/05 25,766
Los Angeles CRDA, Tax Allocation,
10,000,000 Bunker Hill Project, Series E, Pre-Refunded, 6.65%, 12/01/14 10,931,400
2,500,000 Normandie/5 Redevelopment Project, Series B, Pre-Refunded, 9.20%,
08/15/10 2,666,675
17,245,000 Refunding, Central Business District, Series G, 6.75%, 07/01/10 16,980,289
Los Angeles Department of Airport Revenue, Refunding,
28,750,000 Series B, 7.375%, 05/01/06 30,765,375
6,065,000 Series B, 7.40%, 05/01/10 6,462,075
Los Angeles Department of Water & Power Electric Plant Revenue,
1,250,000 Crossover Refunding, Second Issue, 5.40%, 11/15/13 1,110,438
37,080,000 Crossover Refunding, Series 1989, Pre-Refunded, 7.40%, 09/01/20 41,227,769
7,775,000 Crossover Refunding, Series 1989, Pre-Refunded, 7.40%, 09/01/25 8,644,712
7,385,000 Crossover Refunding, Series 1993, 5.75%, 09/01/12 6,913,025
48,125,000 Crossover Refunding, Series 1993, 5.875%, 09/01/30 43,167,644
4,500,000 Refunding, Series 1992, 6.375%, 02/01/20 4,396,230
7,790,000 Refunding, Series 1992, 6.00%, 02/01/28 7,142,807
10,000,000 Refunding, Series 1992, MBIA Insured, 6.00%, 02/01/28 9,295,400
3,470,000 Second Issue, 6.75%, 12/15/29 3,772,931
34,555,000 Second Issue, 6.00%, 08/15/32 31,590,181
14,535,000 Series 1987, Pre-Refunded, 7.60%, 07/15/27 15,920,331
22,800,000 Series 1988, 7.90%, 05/01/28 25,356,336
9,305,000 Series 1989, 7.375%, 02/01/29 10,264,718
4,875,000 Series 1990, 7.125%, 05/15/30 5,386,436
25,890,000 Series 1990, 7.25%, 09/15/30 28,882,107
26,450,000 Series 1990, 7.10%, 01/15/31 29,265,602
3,000,000 Series 1992, 6.50%, 04/01/11 3,231,540
86,700,000 Series 1992, 6.75%, 04/01/32 94,708,479
49,770,000 cSeries 1993, 6.125%, 01/15/33 46,349,806
Los Angeles Department of Water & Power Waterworks Revenue,
4,135,000 Crossover Refunding, Series 1993, 5.75%, 04/15/13 3,823,759
10,520,000 Crossover Refunding, Series 1993, 5.80%, 04/15/24 9,382,367
21,900,000 Refunding, 7.00%, 04/01/31 24,168,402
2,000,000 Refunding, Second Issue, 7.375%, 11/15/22 2,158,220
20,000,000 Refunding, Series 1992, 6.40%, 05/15/28 19,460,400
2,200,000 Second Issue, 6.50%, 11/01/11 2,377,430
1,000,000 Second Issue, 6.50%, 11/01/14 1,010,920
14,815,000 Second Issue, 6.40%, 11/01/31 14,405,513
15,590,000 Second Issue, 6.00%, 07/15/32 14,232,735
3,850,000 Series 1989, 7.20%, 02/15/19 4,231,612
3,500,000 Series 1992, 6.50%, 04/15/32 3,451,525
Los Angeles Health Facilities Revenue, COP, Insured, Keiro Nursing Home,
2,935,000 Series A, Pre-Refunded, 7.25%, 01/01/09 3,119,347
5,935,000 Series A, Pre-Refunded, 7.35%, 01/01/19 6,314,781
Los Angeles HMR,
280,000 Series 1982, 13.00%, 08/01/14 288,680
690,000 Series 1985, 9.00%, 06/15/18 698,452
Los Angeles MFHR,
4,875,000 Refunding, Series G, FSA Insured, 5.65%, 01/01/14 4,398,517
16,000,000 Refunding, Series G, FSA Insured, 5.75%, 01/01/24 14,059,840
5,660,000 Series A, 8.00%, 05/01/05 5,716,374
Los Angeles Municipal Improvement Corp., Lease Revenue, CentralLibrary
Project, Refunding,
3,000,000 Series A, 6.30%, 06/01/18 2,871,930
3,935,000 Series B, 5.375%, 06/01/12 3,432,737
4,150,000 Series B, 5.375%, 06/01/13 3,584,853
3,500,000 Series B, 5.375%, 06/01/14 3,010,735
4,605,000 Series B, 5.375%, 06/01/15 3,922,815
Los Angeles USD, COP, Refunding,
3,040,000 Dr. Francisco Bravo Medical, 6.50%, 06/01/04 3,122,931
1,145,000 Dr. Francisco Bravo Medical, 6.60%, 06/01/05 1,178,388
3,610,000 Dr. Francisco Bravo Medical, 6.60%, 06/01/06 3,692,055
8,505,000 Dr. Francisco Bravo Medical, 6.625%, 06/01/08 8,659,536
Los Angeles Waste Water System Revenue,
26,925,000 Refunding, Series A, MBIA Insured, 5.70%, 06/01/20 24,219,845
8,500,000 Refunding, Series A, MBIA Insured, 5.80%, 06/01/21 7,740,185
15,495,000 Refunding, Series C, 7.10%, 06/01/18 16,379,300
4,000,000 Refunding, Series D, FGIC Insured, 6.00%, 11/01/14 3,837,800
15,165,000 Series A, FGIC Insured, 6.00%, 12/01/18 14,404,779
34,390,000 Series A, MBIA Insured, 5.875%, 06/01/24 31,745,065
51,840,000 Series B, MBIA Insured, 5.70%, 06/01/23 46,722,874
7,655,000 Lynwood RDA, Tax Allocation, Project Area, Series A, 6.50%, 07/01/13 7,041,222
Lynwood USD, COP,
675,000 Series 1986, Financing Project, 8.25%, 06/01/07 679,860
490,000 Series A, 7.70%, 11/01/07 504,479
300,000 Series A, 7.70%, 11/01/08 308,574
1,140,000 Series A, 7.70%, 11/01/09 1,168,648
M-S-R Public Power Agency Revenue, San Juan Project,
13,705,000 Series C, 6.875%, 07/01/19 13,946,208
4,500,000 Series C, AMBAC Insured, 5.50%, 07/01/21 3,911,985
3,500,000 Series F, AMBAC Insured, 6.00%, 07/01/20 3,307,255
2,500,000 Madera COP, Madera Community Hospital, Refunding, 5.50%, 03/01/11 2,161,500
3,365,000 Madera-Chowchilla Power Authority Revenue, Hydroelectric, Madera Canal
Project, 10.50%, 08/01/13 3,024,630
1,250,000 Madera USD, COP, 6.50%, 12/01/07 1,232,513
4,165,000 Madera USD, COP, Educational Facilities Project, 5.75%, 09/01/13 3,659,119
2,330,000 Marin County COP, Capital Improvement Project, 6.625%, 08/01/06 2,425,087
3,400,000 Martinez MFMR, Refunding, Muirwood Garden Apartments, Series A, 5.90%,
10/01/28 3,139,152
Martinez USD, Refunding,
1,260,000 Series 1992, 6.00%, 08/01/06 1,249,366
1,580,000 Series 1992, 6.00%, 08/01/09 1,511,175
1,265,000 Series 1992, 6.00%, 08/01/10 1,201,725
2,065,000 Series 1992, 6.00%, 08/01/13 1,940,811
1,110,000 Marysville COP, Capital Improvement Financing Project, 7.125%, 02/01/13 1,108,146
Mayer's Memorial Hospital District, Health Facility Revenue,
7,465,000 Fall River Mills, IDBI Insured, Pre-Refunded, 7.70%, 02/01/19 8,327,805
1,000,000 Refunding, Series A, 5.625%, 06/01/19 872,140
6,310,000 Mendocino County COP, Refunding, BIG Insured, 7.40%, 08/15/06 6,889,952
Mendota & Parlier USD, COP,
1,580,000 Capital Outlay Financing Program, 7.50%, 01/01/11 1,578,246
1,455,000 Capital Outlay Financing Program, 7.55%, 01/01/17 1,453,181
3,475,000 Menlo Park CDA, MFHR, Gateway Project, Series A, FHA Insured, 8.25%,
12/01/28 3,622,062
3,580,000 Merced Irrigation District, COP, Water Facilities Project, 6.40%, 11/01/10 3,316,047
Metropolitan Water District Revenue,
23,970,000 Refunding, Southern California Waterworks, 6.00%, 07/01/21 22,399,246
10,125,000 Refunding, Southern California Waterworks, 6.75%, 06/01/22 10,303,301
6,470,000 Refunding, Southern California Waterworks, Pre-Refunded, 6.75%,
06/01/22 6,824,038
8,250,000 Southern California Waterworks, 6.625%, 07/01/12 8,338,688
4,750,000 Southern California Waterworks, Pre-Refunded, 6.75%, 07/01/18 5,202,058
Mid Peninsula Regional Open Space District,
1,215,000 Series 1990, 7.50%, 09/01/07 1,292,942
1,305,000 Series 1990, 7.50%, 09/01/08 1,385,871
1,400,000 Series 1990, 7.50%, 09/01/09 1,486,758
1,500,000 Series 1990, 7.50%, 09/01/10 1,589,700
Mid Peninsula Regional Open Space District, COP,
1,150,000 Series 1990, Pre-Refunded, 7.55%, 09/01/10 1,288,690
5,000,000 Series 1990, Pre-Refunded, 7.60%, 09/01/20 5,613,700
1,500,000 Special Districts Association Finance Corp., 5.70%, 09/01/14 1,333,305
5,200,000 Special Districts Association Finance Corp., 5.75%, 09/01/20 4,555,772
2,750,000 Mill Valley Revenue, COP, 7.10%, 12/01/20 2,842,263
1,625,000 Millbrae Elementary School District, COP, Green Hills School Project, 7.10%,
09/01/11 1,625,504
9,000,000 Modesto COP, Water System Improvement Project, AMBAC Insured, 6.25%,
10/01/22 8,745,300
2,245,000 Modesto EDR, Evergreen Convalescent Home, FHA Insured Mortgage, 10.50%,
08/01/19 2,336,125
Modesto Health Facility Revenue, Memorial Hospital Association,
3,800,000 Series A, MBIA Insured, 6.85%, 06/01/16 3,881,472
6,800,000 Series A, Pre-Refunded, 7.875%, 08/01/18 7,596,144
Modesto Irrigation District, COP, 12,120,000
Geysers Geothermal Power Project Series 1986-A, 7.25% 10/01/15 12,656,310
6,000,000 Refunding & Capital Improvement Project, Series A, MBIA Insured,
6.00%, 10/01/21 5,627,700
3,000,000 Modesto Irrigation District, Financing Authority Revenue, Domestic Water Project,
Series A, AMBAC Insured, 6.125%, 09/01/19 2,894,100
Mohave Water Agency ID,
5,500,000 MBIA Insured, 6.95%, 09/01/21 5,759,325
670,000 Morongo Basin, 6.20%, 09/01/01 678,563
545,000 Morongo Basin, 6.375%, 09/01/03 550,292
5,295,000 Morongo Basin, 6.70%, 09/01/08 5,342,020
1,200,000 Morongo Basin, 6.60%, 09/01/13 1,180,824
3,100,000 Morongo Basin, 6.60%, 09/01/22 3,003,838
825,000 Monrovia Residential Rehabilitation Mortgage Revenue, 10.125%, 10/01/14 818,342
545,000 Montclair-Pomona HFA, RMR, Series A, 9.60%, 04/01/16 549,431
Montclair RDA, Tax Allocation,
1,645,000 Redevelopment Project No. IV, 6.90%, 10/01/22 1,613,021
4,245,000 Redevelopment Project No. V, 6.90%, 10/01/22 4,162,477
9,725,000 Montebello COP, Police Facilities Expansion Project, Pre- Refunded, 7.20%,
11/01/24 10,867,785
1,505,000 Monterey Bay Unified Air Pollution Control District, COP, 7.375%, 12/01/15 1,527,244
Monterey County COP, Natividad Medical Center, Improvement Project,
1,095,000 Series A, 6.10%, 08/01/23 1,004,991
1,330,000 Series A, 6.10%, 08/01/27 1,208,185
5,170,000 Series B, MBIA Insured, 6.10%, 08/01/27 4,843,876
7,265,000 Monterey County COP, Refunding, Sheriff's Facility Project, Series 1985,
USF & G Insured, Pre-Refunded, 7.875%, 12/01/17 8,046,569
Monterey Hospital Revenue,
1,765,000 Monterey Peninsula Hospital Project, Series A, 7.375%, 07/01/14 1,834,594
1,180,000 Refunding, Community Monterey Peninsula Hospital, Series B, 7.375%,
07/01/14 1,226,527
13,680,000 Monterey Park RDA, Refunding, Tax Allocation, Atlantic Garvey Redevelopment
No. 1, 6.85%, 09/01/14 13,488,890
5,000,000 Moreno Valley Special Tax, Towngate, CFD No. 87-1, Pre-Refunded, 8.40%,
10/01/09 5,332,550
Moreno Valley USD, COP,
15,000 Palm Middle School, 7.00%, 09/01/01 14,990
15,000 Palm Middle School, 7.10%, 09/01/02 14,990
15,000 Palm Middle School, 7.20%, 09/01/03 14,989
15,000 Palm Middle School, 7.25%, 09/01/04 14,988
15,000 Palm Middle School, 7.30%, 09/01/05 14,987
20,000 Palm Middle School, 7.35%, 09/01/06 19,982
60,000 Palm Middle School, 7.375%, 09/01/11 60,052
80,000 Palm Middle School, 7.40%, 09/01/16 79,819
1,000,000 Refunding, Series 1992, 6.70%, 02/01/99 1,000,980
Moulton-Niguel Water District, Orange Water & Sewer,
10,000,000 ID No. 6, Series I, Pre-Refunded, 7.875%, 02/01/10 10,879,300
3,350,000 ID No. 6, Series I, Pre-Refunded, 8.00%, 05/01/13 3,666,810
5,000,000 Mount Diablo, USD, Special Tax, CFD No. 1, AMBAC Insured, 6.30%, 08/01/22 4,903,000
4,335,000 Mount Shasta Hospital Revenue, COP, Mercy Medical Center, Series A,Pre-Refunded,
7.25%, 07/01/19 4,655,660
Mountain View Capital Improvements, Financing Authority Revenue,
3,110,000 City Hall, MBIA Insured, 6.25%, 08/01/12 3,093,113
2,000,000 City Hall, MBIA Insured, 6.50%, 08/01/16 2,013,080
10,000,000 Mountain View COP, Revitalization Authority, Pre-Refunded, 8.00%, 12/01/15 11,087,100
2,175,000 Mountain View-Los Altos UHSD, COP, Financing Project, 7.40%, 08/01/16 2,176,044
Mountain View School District, COP, Santa Clara County,
1,010,000 Financing Project, 6.75%, 04/01/07 1,013,848
1,430,000 Financing Project, 6.90%, 04/01/12 1,424,223
1,510,000 Murieta County Water District, Special Tax, CFD No. 88-1, 8.10%, 10/01/18 1,612,393
2,000,000 Napa Mortgage Revenue, Refunding, Creekside II Apartments Project, Series A,
MBIA Insured, 6.625%, 07/01/25 1,975,160
1,580,000 Needles Public Financing Authority Revenue, Tax Allocation, Redevelopment
Project, Series A, 7.50%, 08/15/22 1,605,027
Nevada County COP, Jail & Government Center Project, Refunding
4,185,000 FSA Insured, 5.80%, 10/01/14 3,877,361
6,275,000 FSA Insured, 5.875%, 10/01/19 5,786,303
3,195,000 Nevada Irrigation District COP, Water System Improvement Project, Pre-Refunded,
7.40%, 01/01/13 3,529,325
8,210,000 Nevada Power Authority Revenue, Hydroelectric, Bowman Project, Refunding,
7.50%, 05/01/13 8,088,246
Norco RDA, Tax Allocation,
8,820,000 Redevelopment Project Area No. 1, Pre-Refunded, 8.10%, 03/01/18 9,834,212
5,350,000 Redevelopment Project Area No. 1, Pre-Refunded, 8.10%, 03/01/19 5,965,197
14,325,000 North City West School Facilities Financing Authority, Special Tax, CFD No. 1,
Series A, 7.85%, 09/01/19 14,800,877
Northern California Public Power Agency Revenue,
19,000,000 Crossover Refunding, Geothermal Project No. 3, Series A, 5.65%, 07/01/07 18,167,420
410,000 Crossover Refunding, Geothermal Project No. 3, Series A, 5.75%, 07/01/08 391,238
6,395,000 Crossover Refunding, Geothermal Project No. 3, Series A, 5.80%, 07/01/09 6,020,061
8,120,000 Crossover Refunding, Geothermal Project No. 3, Series A, 5.85%, 07/01/10 7,626,629
115,665,000 Hydroelectric Project No. 1, Series E, 7.15%, 07/01/24 118,533,492
39,040,000 Hydroelectric Project No. 1, Series F, 7.15%, 07/01/24 40,008,192
39,040,000 Hydroelectric Project No. 1, Series G, 7.15%, 07/01/24 40,008,192
83,715,000 Refunding, Hydroelectric Project No. 1, Series B-1, Pre-Refunded,
8.00%, 07/01/24 92,371,131
60,945,000 Refunding, Hydroelectric Project No. 1, Series B-2, Pre-Refunded,
8.00%, 07/01/24 67,246,713
7,625,000 Northern California Transmission Revenue, Ore Transmission Project, Series A,
MBIA Insured, 6.00%, 05/01/24 7,193,120
15,850,000 Norwalk Community Facilities Financing Authority Revenue, Tax Allocation,
Projects No. 1 & 2, 8.00%, 12/01/19 16,563,726
Novato Special Tax,
450,000 CFD No. 1, Pre-Refunded, 7.60%, 10/01/01 499,172
4,565,000 CFD No. 1, Pre-Refunded, 8.65%, 10/01/11 5,229,618
16,350,000 CFD No. 1, Pre-Refunded, 8.75%, 10/01/21 18,788,766
1,720,000 Novato USD, COP, Capital Improvement Project, Series A, 6.70%, 10/01/12 1,679,649
Oakland Housing Finance Revenue,
270,000 Issue C, 9.125%, 03/15/17 277,244
340,000 Issue D-1, 6.80%, 01/01/99 341,931
360,000 Issue D-1, 6.80%, 07/01/99 362,257
375,000 Issue D-1, 6.875%, 01/01/00 374,213
380,000 Issue D-1, 6.875%, 07/01/00 379,324
405,000 Issue D-1, 6.95%, 01/01/01 402,720
1,440,000 Issue D-1, 6.95%, 07/01/01 1,431,403
5,135,000 Issue D-1, 7.10%, 01/01/10 5,100,236
415,000 Issue D-2, 6.95%, 07/01/01 412,522
2,935,000 Issue D-2, 7.10%, 01/01/10 2,878,443
5,800,000 Issue D-2, 7.15%, 01/01/24 5,770,884
Oakland Revenue, Refunding,
6,000,000 Series A, FGIC Insured, 7.60%, 08/01/21 6,514,500
5,405,000 YMCA Project, Series 1990, 7.40%, 06/01/10 5,657,468
1,910,000 Oakland USD, Alameda County, COP, Refunding, Series 1994, 4.95%, 09/15/98 1,876,480
6,460,000 Oceanside Building Authority Revenue, Refunding, 7.75%, 11/01/04 7,039,333
Oceanside Community Development, Refunding, Tax Allocation, Downtown
Redevelopment Project,
370,000 Series 1993, 6.00%, 09/01/07 347,227
395,000 Series 1993, 6.00%, 09/01/08 366,173
4,680,000 Series 1993, 6.10%, 09/01/18 4,234,136
4,205,000 Oceanside COP, La Salina Waste Water Treatment, Pre-Refunded, 7.00%,
05/01/21 4,656,533
Oceanside COP, Refunding,
3,185,000 Series A, 6.375%, 04/01/12 3,041,452
9,000,000 Series A, 6.625%, 04/01/23 8,617,590
4,750,000 Oceanside COP, Waste Water System, Refunding Plan, AMBAC Insured,
5.80%, 08/01/21 4,341,168
4,500,000 Oceanside COP, Water System Project, Refunding, AMBAC Insured, 5.80%,
05/01/21 4,114,260
2,000,000 Oceanside COP, Water Use Association Finance Program, Series A,
AMBAC Insured, 6.40%, 10/01/12 2,002,880
1,950,000 Ontario Montclair School District, COP, Series A, 7.50%, 10/01/12 1,967,823
Ontario Redevelopment Financing Authority Revenue, Ontario Redevelopment
Project No. 1,
6,910,000 MBIA Insured, 5.85%, 08/01/22 6,351,396
11,000,000 MBIA Insured, 5.80%, 08/01/23 10,028,150
5,625,000 Ontario Special Tax, CFD No. 1, Etiwanda Drainage System, Series A, 9.50%,
07/01/05 5,879,981
Orange County Airport Revenue, GO, John Wayne International Airport,
10,505,000 Series 1987, 8.10%, 07/01/07 11,377,440
32,910,000 Series 1987, 8.125%, 07/01/16 35,585,254
Orange County Airport Revenue, GO, John Wayne International Airport,
4,495,000 Series 1987, Pre-Refunded, 8.10%, 07/01/07 4,933,352
14,090,000 Series 1987, Pre-Refunded, 8.125%, 07/01/16 15,472,934
Orange County COP,
5,000,000 Juvenile Justice Center Facilities, Refunding, AMBAC Insured, 6.375%,
06/01/11 5,047,850
13,800,000 Juvenile Justice Center Project, Pre-Refunded, 7.50%, 06/01/09 15,372,786
16,500,000 Juvenile Justice Center Project, Pre-Refunded, 7.625%, 06/01/19 18,464,820
2,375,000 Loma Ridge/Data Center Project, AMBAC Insured, 6.00%, 06/01/21 2,236,704
3,250,000 Public Facilities Corp., 7.875%, 12/01/13 3,541,428
Orange County Financing Authority Revenue, Refunding, Tax Allocation,
5,700,000 Series A, MBIA Insured, 6.50%, 09/01/21 5,722,401
8,000,000 Series A, MBIA Insured, 6.50%, 09/01/22 8,031,440
Orange County Purchaser Certificates, Master Lease,
2,500,000 Series 1990, 7.00%, 09/01/96 2,578,400
2,000,000 Series 1990, 7.00%, 09/01/97 2,082,520
2,000,000 Series 1990, 7.00%, 09/01/98 2,097,440
1,000,000 Series 1990, 7.00%, 09/01/99 1,057,440
1,975,000 Series 1990, 7.00%, 09/01/00 2,088,010
Orange County Special Tax,
4,700,000 CFD No. 87-1, Dimensions Business Park, Pre-Refunded, 8.25%,
08/15/13 5,310,389
5,000,000 CFD No. 87-4, Foothill Ranch, Pre-Refunded, 8.00%, 08/15/10 5,764,250
9,900,000 CFD No. 88-1, Aliso Viejo, Series 1988-A, Pre-Refunded, 8.00%,
08/15/05 11,099,880
43,265,000 CFD No. 88-1, Aliso Viejo, Series 1988-A, Pre-Refunded, 8.10%,
08/15/13 48,658,848
2,865,000 Orange County Transit District, COP, Bus Acquisition Project, 6.75%, 12/01/05 2,986,447
4,000,000 Orange County USD, COP, Pre-Refunded, 6.875%, 06/01/21 4,353,560
2,000,000 Orange County Water District, COP, AMBAC Insured, 6.50%, 08/15/11 2,022,880
3,400,000 Orange Cove Irrigation District Revenue, COP, Rehabilitation Project, 7.25%,
02/01/12 3,507,882
Orange RDAR, Tax Allocation, Refunding,
8,530,000 Northwest Redevelopment Project, Series B, 5.70%, 10/01/23 7,301,083
4,650,000 Southwest Redevelopment Project, Pre-Refunded, 7.35%, 08/01/16 4,968,246
8,935,000 Southwest Redevelopment Project, Series A, AMBAC Insured, 5.70%,
10/01/23 8,028,723
3,045,000 Orangevale Recreation & Park District, COP, Series A, CGIC Insured, 6.65%
10/01/12 3,102,703
12,150,000 Oroville Public Financing Authority Revenue, Series A, AMBAC Insured, 6.30%,
09/15/20 11,891,205
11,385,000 Oroville Wyandotte Irrigation Distric Revenue, Refunding, Hydroelectric, 6.20%,
01/01/09 11,038,668
2,895,000 Otay Water District, COP, Water Facilities Project, MBIA Insured, 5.70%,
09/01/23 2,604,950
Oxnard 1915 ACT,
955,000 AD No. 86-3, Northeast Industrial Area, 8.10%, 09/02/00 946,357
2,020,000 AD No. 86-3, Northeast Industrial Area, 8.10%, 09/02/01 1,995,295
965,000 AD No. 86-3, Northeast Industrial Area, 8.20%, 09/02/02 950,457
1,490,000 AD No. 86-3, Northeast Industrial Area, 8.20%, 09/02/03 1,463,448
1,330,000 AD No. 86-3, Northeast Industrial Area, 8.20%, 09/02/04 1,302,934
1,590,000 AD No. 86-3, Northeast Industrial Area, 8.20%, 09/02/05 1,553,891
2,235,000 AD No. 86-3, Northeast Industrial Area, 8.20%, 09/02/06 2,179,416
790,000 AD No. 86-4, Rose/Santa Clara Corridor, Ventura County, 8.25%,
09/02/02 766,079
860,000 AD No. 86-4, Rose/Santa Clara Corridor, Ventura County, 8.25%,
09/02/03 831,758
930,000 AD No. 86-4, Rose/Santa Clara Corridor, Ventura County, 8.25%,
09/02/04 897,227
1,005,000 AD No. 86-4, Rose/Santa Clara Corridor, Ventura County, 8.25%,
09/02/05 967,423
1,090,000 AD No. 86-4, Rose/Santa Clara Corridor, Ventura County, 8.25%,
09/02/06 1,047,087
6,625,000 Oxnard COP, Refunding, River Ridge Golf Course Project, Pre-Refunded,
7.60%, 02/01/16 7,022,169
Oxnard Public Facilities Corp., COP,
21,415,000 AMBAC Insured, Pre-Refunded, 7.50%, 09/01/06 23,665,716
3,750,000 Civic Library Project, Pre-Refunded, 8.00%, 10/01/08 4,209,000
11,650,000 a,b Oxnard Special Tax, CFD No. 88-1, 8.15%, 10/01/13 2,912,500
1,445,000 Palm Desert, 1915 ACT, Improvement Board, AD No. 92-1, 7.60%, 09/02/12 1,425,955
5,595,000 Palm Desert, Financing Authority Revenue, Tax Allocation, Project Area No.1,
Series A, MBIA Insured, 6.625%, 04/01/23 5,663,539
1,890,000 Palm Desert RDA, Tax Allocation, Project Area No. 1, MBIA Insured, 7.40%,
05/01/09 1,999,091
5,000,000 Palm Springs COP, Municipal Gold Course Expansion Project, 7.40%, 11/01/18 5,251,900
5,000,000 Palm Springs Financing Authority Revenue, Tax Allocation, Series B, 6.875%,
08/01/21 5,008,750
4,930,000 Palm Springs Housing Authority, MFHR, GNMA Secured, 7.50%, 12/20/30 4,938,085
Palmdale 1915 ACT,
500,000 AD No. 87-1, Rancho Vista, 8.20%, 09/02/00 516,665
555,000 AD No. 87-1, Rancho Vista, 8.20%, 09/02/01 573,498
625,000 AD No. 87-1, Rancho Vista, 8.20%, 09/02/02 645,831
700,000 AD No. 87-1, Rancho Vista, 8.20%, 09/02/03 723,331
775,000 AD No. 87-1, Rancho Vista, 8.20%, 09/02/04 800,831
850,000 AD No. 87-1, Rancho Vista, 8.20%, 09/02/05 878,330
945,000 AD No. 87-1, Rancho Vista, 8.20%, 09/02/06 976,497
1,040,000 AD No. 87-1, Rancho Vista, 8.20%, 09/02/07 1,074,663
11,580,000 Palmdale Civic Authority Revenue, Refunding, Merged Redevelopment Project
Areas, Series A, MBIA Insured, 6.15%, 09/01/24 11,121,200
Palmdale CRDA, RMR, Refunding,
2,060,000 Series A, ETM 02/01/00, 6.50%, 02/01/00 2,187,699
2,190,000 Series A, ETM 02/01/01, 6.60%, 02/01/01 2,346,979
2,335,000 Series A, ETM 02/01/02, 6.70%, 02/01/02 2,523,551
2,495,000 Series A, ETM 02/01/03, 6.80%, 02/01/03 2,717,579
2,675,000 Series A, ETM 02/01/04, 6.90%, 02/01/04 2,934,662
Palmdale School District, COP,
495,000 Series 1990, 7.40%, 08/01/20 490,421
3,360,000 Series 1990, Pre-Refunded, 7.40%, 08/01/20 3,650,707
20,400,000 Palo Alto Medical Foundation, Insured Revenue, Series 1987, ETM 05/15/02,
7.875%, 05/15/17 22,383,696
6,300,000 Palomar Pomerado Hospital District Revenue, Refunding & Project, Series A,
MBIA Insured, 5.00%, 11/01/14 5,187,357
3,000,000 Panoche Water District, COP, 7.50%, 12/01/08 3,117,930
Paramount RDA, Tax Allocation,
34,640,000 Redevelopment Project No. 1, Pre-Refunded, 7.35%, 08/01/21 38,030,910
1,820,000 Refunding, Redevelopment Project No. 1, 6.10%, 08/01/06 1,741,613
1,925,000 Refunding, Redevelopment Project No. 1, 6.10%, 08/01/07 1,821,704
51,420,000 Refunding, Redevelopment Project No. 1, 6.25%, 08/01/23 45,682,042
Pasadena COP,
8,250,000 Art Center, College of Design, Connie Lee Insured, 6.50%, 12/01/19 7,971,975
10,510,000 Pasadena Civic Improvement Corp., Series 1987, Pre-Refunded,
8.00%, 11/01/12 11,630,156
2,000,000 Pasadena Civic Improvement Corp., Series 1989, Pre-Refunded,
7.00%, 12/01/14 2,200,880
2,130,000 Refunding & Capital Project, 5.75%, 01/01/13 1,935,190
7,500,000 Series 1990, Pre-Refunded, 6.75%, 08/01/15 8,187,600
4,000,000 Pasadena Water Revenue, 6.00%, 07/01/13 3,868,640
4,215,000 Perris CFD No. 88-3, Series A, 7.40%, 09/01/19 4,162,650
6,985,000 Perris Public Financing Authority Revenue, Local Agency, Series A, 6.90%,
08/15/18 6,731,514
Perris Public Financing Authority Revenue, Refunding, Tax Allocation,
5,280,000 Series B, MBIA Insured, 6.35%, 08/15/17 5,254,234
3,330,000 Series C, 7.10%, 11/15/17 3,263,067
Perris Public Financing Authority Revenue, Special Tax,
205,000 Series A, 7.45%, 09/01/01 210,111
235,000 Series A, 7.50%, 09/01/02 240,851
270,000 Series A, 7.55%, 09/01/03 276,715
305,000 Series A, 7.60%, 09/01/04 312,576
325,000 Series A, 7.60%, 09/01/05 332,397
5,595,000 Series A, 7.80%, 09/01/19 5,735,994
Perris RDA, Tax Allocation,
4,535,000 Central & North Perris Redevelopment Project, Series B, Pre-Refunded,
7.875%, 10/01/14 5,248,854
2,935,000 Refunding, Central & North Perris Redevelopment Project, Series A,
Pre-Refunded, 7.875%, 10/01/10 3,410,617
865,000 Series 1991, 7.15%, 08/01/11 863,192
2,040,000 Series 1991, 7.20%, 08/01/21 2,034,880
Perris Special Tax,
50,000 CFD No. 88-1, Series A, ETM 09/01/99, 8.00%, 09/01/99 56,144
65,000 CFD No. 88-1, Series A, ETM 09/01/00, 8.05%, 09/01/00 74,197
85,000 CFD No. 88-1, Series A, ETM 09/01/01, 8.10%, 09/01/01 98,438
100,000 CFD No. 88-1, Series A, ETM 09/01/02, 8.15%, 09/01/02 117,277
6,040,000 CFD No. 88-1, Series A, Pre-Refunded, 8.30%, 09/01/18 7,250,658
5,395,000 CFD No. 91-1, 8.75%, 09/01/21 5,864,365
10,615,000 Perris Union High School District, CFD No. 87-1, 8.25%, 10/01/13 11,200,948
4,930,000 Perris UHSD, COP, Refunding, Projects 1993, 5.90%, 09/01/23 4,310,151
1,040,000 Petaluma COP, Pre-Refunded, 7.55%, 12/15/02 1,069,255
5,050,000 Petaluma Hospital District Revenue, Petaluma Hospital Building Corp. Project,
Loan Program, Series A, 6.50%, 03/01/08 4,840,728
20,595,000 Pico Rivera RDA, Tax Allocation, Refunding, Redevelopment Project Area No. 1,
8.15%, 05/01/07 21,986,398
1,200,000 Pismo Beach Public Financing Authority Revenue, 6.90%, 09/15/22 1,182,384
Pittsburg RDA, Tax Allocation,
5,090,000 Los Medanos Community Development Project, AMBAC Insured,
Pre-Refunded, 6.375%, 08/01/18 5,521,327
6,315,000 Los Medanos Community Development Project, Pre-Refunded, 7.75%,
08/01/08 6,796,582
7,050,000 Los Medanos Community Development Project, Pre-Refunded, 7.75%,
08/01/15 7,587,633
10,000,000 Los Medanos Community Development Project, Series B, CGIC Insured,
5.70%, 08/01/32 8,814,600
20,000,000 Los Medanos Community Development Project, Series B, CGIC Insured,
5.80%, 08/01/34 17,883,600
Pittsburg SFMR,
1,695,000 Series A, MBS Program, 6.75%, 11/01/01 1,703,373
4,385,000 Series A, MBS Program, 7.15%, 11/01/11 4,384,649
13,070,000 Series A, MBS Program, 7.25%, 11/01/24 12,989,750
1,770,000 Placentia COP, Refunding, Redevelopment Agency, Series A, 6.90%, 01/01/14 1,764,141
4,575,000 Pleasant Hill RDA, Residential Mortgage Revenue, Refunding, 5.75%, 08/01/11 4,213,483
3,230,000 Pleasant Valley School District, Ventura County COP, Woodcreek Road,
Elementary School Project, 6.375%, 08/01/18 2,938,331
Pleasanton COP,
2,180,000 Capital Improvements, 6.70%, 10/01/11 2,147,431
3,500,000 Capital Projects No. 1 & 2, Pre-Refunded, 8.75%, 10/01/08 3,937,605
4,585,000 Pleasanton Public Facilities Corp., Pre-Refunded, 7.875%, 09/01/14 5,201,820
Pomona 1915 ACT,
500,000 AD No. 294, Series 1986, 8.00%, 09/02/99 516,670
550,000 AD No. 294, Series 1986, 8.00%, 09/02/00 568,337
600,000 AD No. 294, Series 1986, 8.00%, 09/02/01 620,004
650,000 AD No. 294, Series 1986, 8.00%, 09/02/02 671,671
700,000 AD No. 294, Series 1986, 8.00%, 09/02/03 723,338
750,000 AD No. 294, Series 1986, 8.00%, 09/02/04 775,005
850,000 AD No. 294, Series 1986, 8.00%, 09/02/05 878,339
910,000 AD No. 294, Series 1986, 8.00%, 09/02/06 940,339
1,000,000 AD No. 294, Series 1988, 7.70%, 09/02/00 1,033,340
1,000,000 AD No. 294, Series 1988, 7.80%, 09/02/01 1,033,340
1,000,000 AD No. 294, Series 1988, 7.90%, 09/02/02 1,033,340
1,000,000 AD No. 294, Series 1988, 8.00%, 09/02/03 1,033,350
1,000,000 AD No. 294, Series 1988, 8.00%, 09/02/04 1,033,350
1,420,000 AD No. 294, Series 1988, 8.00%, 09/02/05 1,467,343
10,205,000 Pomona Public Financing Authority Revenue, Series H, AMBAC Insured, 7.40%,
05/01/18 11,064,057
Pomona RDA, Tax Allocation,
2,370,000 Holt Ave./Indian Hill Blvd., Redevelopment Project, 8.25%, 06/01/16 2,484,329
2,795,000 Refunding, Reservoir Street Industrial Redevelopment Project, 8.25%,
06/01/13 2,929,831
16,385,000 Southwest Pomona Redevelopment Project, 11.45%, 01/01/07 21,677,519
4,675,000 West Holt Ave. Redevelopment Project, 7.875%, 02/01/15 4,860,223
3,080,000 Port Hueneme COP, Capital Improvements Project, Pre-Refunded, 8.15%,
04/01/18 3,329,264
3,280,000 Port Hueneme RDA, Refunding, Tax Allocation, R-76 Project, 6.50%, 05/01/23 3,010,548
Port of Oakland, Revenue,
2,310,000 Series A, BIG Insured, 7.60%, 11/01/16 2,471,007
1,525,000 Series E, MBIA Insured, 6.25%, 11/01/05 1,574,349
1,050,000 Series E, MBIA Insured, 6.30%, 11/01/06 1,079,872
500,000 Series E, MBIA Insured, 6.40%, 11/01/07 514,160
Port of Oakland, Special Facilities Revenue, Mitsui O.S.K. Lines Limited,
6,100,000 Series A, 6.70%, 01/01/07 6,190,524
4,890,000 Series A, 6.75%, 01/01/12 4,772,738
8,075,000 Series A, 6.80%, 01/01/19 8,090,908
1,950,000 Porterville COP, Refunding, Public Building Project, AMBAC Insured, 6.30%,
10/01/18 1,928,569
8,100,000 Poway COP, RDA, Poinsettia Mobile Home Park, Pre-Refunded, 8.375%,
06/01/18 9,141,984
Poway RDA, Tax Allocation,
3,325,000 Refunding, Series 1991, Pre-Refunded, 7.75%, 12/15/21 3,852,012
10,600,000 Refunding, Sub-Paguay Redevelopment Project, FGIC Insured, 5.75%,
12/15/26 9,558,020
15,000,000 Sub-Paguay Redevelopment Project, Series A, Pre-Refunded, 7.60%,
12/15/22 16,920,150
1,320,000 Poway Special Tax, CFD No. 88-1, Parkway Business Center, 8.625%, 08/15/15 1,174,166
610,000 Ramona Municipal Water District, COP, 8.50%, 07/15/11 643,794
8,890,000 Rancho Cucamonga-Palmdale-Potterville-Colton HFA, SFMR, Series 1986,
GNMA Secured, 7.55%, 08/01/18 9,312,453
1,100,000 Rancho Cucamonga, Refunding, Special Tax, CFD No. 7, CGIC Insured, 6.40%,
08/01/04 1,148,554
Rancho Murieta Community Services District, 1915 ACT,
980,000 ID No. 1, 8.25%, 09/02/01 977,530
950,000 ID No. 1, 8.25%, 09/02/02 945,212
985,000 ID No. 1, 8.30%, 09/02/03 977,741
990,000 ID No. 1, 8.40%, 09/02/04 980,724
995,000 ID No. 1, 8.40%, 09/02/05 983,647
995,000 ID No. 1, 8.40%, 09/02/06 981,806
4,200,000 Redding Joint Powers Financing Authority, Waste Water Revenue, Refunding,
Series A, FGIC Insured, 5.50%, 12/01/18 3,695,916
7,000,000 Redlands COP, Refunding, AMBAC Insured, 5.80%, 09/01/17 6,490,400
825,000 Redlands RDA, Refunding, Tax Allocation, Redlands Redevelopment Project,
AMBAC Insured, 6.625%, 07/01/15 841,995
3,795,000 Redwood City MFHR, Refunding, Redwood Plaza Project, Series 1987-A,
GNMA Secured, 8.25%, 09/01/26 3,816,783
3,750,000 Redwood City Public Financing Authority Revenue, Local Agency, Series B,
7.25%, 07/15/11 3,775,950
Rialto COP,
145,000 Series 1989, 7.50%, 11/01/01 156,456
3,165,000 Series 1989, 7.50%, 11/01/15 3,253,557
3,500,000 Rialto RDA, Tax Allocation, Agua Mansa Redevelopment Project, 6.75%,
03/01/24 3,263,995
3,150,000 Rialto RDA, Tax Allocation, Industrial Redevelopment, Sub-Areas A & B, Series A,
6.00%, 09/01/23 2,776,095
2,000,000 Richmond Joint Power Finance Authority, Series B, 7.00%, 05/15/07 2,060,280
3,715,000 Richmond Revenue, West Contra Costa YMCA Project, 7.75%, 06/01/17 3,931,362
4,420,000 Ridgecrest COP, RDA, 7.60%, 03/01/13 4,588,535
Ridgecrest RDA, Tax Allocation,
235,000 Ridgecrest Redevelopment Project, 8.00%, 02/01/09 247,765
255,000 Ridgecrest Redevelopment Project, 8.00%, 02/01/10 268,852
275,000 Ridgecrest Redevelopment Project, 8.00%, 02/01/11 289,938
295,000 Ridgecrest Redevelopment Project, 8.00%, 02/01/12 311,024
315,000 Ridgecrest Redevelopment Project, 8.00%, 02/01/13 332,111
340,000 Ridgecrest Redevelopment Project, 8.00%, 02/01/14 358,469
365,000 Ridgecrest Redevelopment Project, 7.80%, 02/01/15 382,688
395,000 Ridgecrest Redevelopment Project, 7.40%, 02/01/16 409,512
5,220,000 Riverside Community College District, COP Financing Project, 5.80%, 10/01/17 4,595,375
Riverside County Asset Leasing Corp., Leasehold Revenue, Hospital Project,
23,000,000 Series A, 6.375%, 06/01/09 22,306,550
20,125,000 Series A, 6.50%, 06/01/12 19,507,565
19,500,000 Series A, 6.25%, 06/01/19 18,070,845
2,000,000 Series A, BIG Insured, 6.25%, 06/01/19 1,938,760
28,200,000 Series A, Pre-Refunded, 7.40%, 06/01/14 31,298,616
Riverside County Board of Education, COP,
7,945,000 Financing Project, Series A, 6.65%, 11/01/17 7,935,148
2,550,000 Refunding, Financing Project, 5.50%, 11/01/14 2,287,273
1,330,000 Series 1989, Pre-Refunded, 7.40%, 11/01/14 1,488,775
Riverside County CFD
660,000 No. 84-2, Refunding, Lakehills Project, 7.60%, 09/01/00 704,517
5,130,000 No. 84-2, Refunding, Lakehills Project, 7.50%, 09/01/06 5,331,609
575,000 No. 85-1, Crossover Refunding, Golden Triangle Project, 7.50%,
09/01/06 606,895
2,425,000 No. 85-1, Crossover Refunding, Golden Triangle Project, 7.50%,
09/01/06 2,559,515
440,000 No. 85-2, California Oaks Project, 7.70%, 09/01/97 463,298
260,000 No. 85-2, California Oaks Project, 7.80%, 09/01/98 276,593
295,000 No. 85-2, California Oaks Project, 7.90%, 09/01/99 316,013
485,000 No. 85-2, California Oaks Project, 8.00%, 09/01/00 522,767
585,000 No. 85-2, California Oaks Project, 8.05%, 09/01/01 629,442
8,375,000 No. 85-2, California Oaks Project, 8.30%, 09/01/06 8,781,690
11,970,000 No. 85-2, California Oaks Project, 8.25%, 09/01/13 12,874,693
23,195,000 No. 86-1, Menifee Village Project, 7.875%, 09/01/11 23,053,047
305,000 No. 87-5, Special Tax, 7.90%, 09/01/98 316,398
325,000 No. 87-5, Special Tax, 7.95%, 09/01/99 348,829
355,000 No. 87-5, Special Tax, 8.00%, 09/01/00 372,054
380,000 No. 87-5, Special Tax, 8.05%, 09/01/01 397,989
7,500,000 No. 87-5, Special Tax, 8.20%, 09/01/13 7,866,675
2,820,000 No. 87-5, Special Tax, 8.75%, 09/01/13 3,009,786
4,730,000 No. 89-1, Special Tax, 8.25%, 09/01/16 4,803,646
8,900,000 Riverside County CFD No. 85-2, California Care Project, 8.20%, 09/01/07 9,055,394
16,000,000 Riverside County CFD No. 86-1, Mello Roos, Series 1987, 8.75%, 09/01/16 14,439,840
Riverside County COP,
4,975,000 Capital Projects, Series A, 6.875%, 11/01/09 5,039,824
15,900,000 Capital Projects, Series A, 6.125%, 11/01/21 14,433,702
4,775,000 Desert Justice Facility Project, MBIA Insured, 6.00%, 12/01/17 4,524,408
4,625,000 Desert Justice Facility Project, MBIA Insured, 6.25%, 12/01/21 4,489,395
3,945,000 Refunding, Juvenile Facility, Pre-Refunded, 8.00%, 10/01/18 4,427,868
3,800,000 Refunding, Master Project, 5.75%, 11/01/12 3,395,566
2,000,000 Refunding, Master Project, 5.75%, 11/01/18 1,746,440
4,500,000 Refunding, Public Facilities Financing Project, Type 1, 7.75%, 12/01/03 4,796,460
38,615,000 Refunding, Public Facilities Financing Project, Type 1,7.875%, 12/01/15 41,198,730
Riverside County Flood Control & Water, Conservation District, Elsinore Valley
AD, Zone 3,
165,000 Series 1993, 7.875%, 09/01/03 184,282
180,000 Series 1993, 7.875%, 09/01/04 201,348
190,000 Series 1993, 7.875%, 09/01/05 212,542
205,000 Series 1993, 7.875%, 09/01/06 228,991
225,000 Series 1993, 7.875%, 09/01/07 250,672
240,000 Series 1993, 7.875%, 09/01/08 266,376
260,000 Series 1993, 7.875%, 09/01/09 287,396
280,000 Series 1993, 7.875%, 09/01/10 309,179
305,000 Series 1993, 7.875%, 09/01/11 337,870
325,000 Series 1993, 7.875%, 09/01/12 361,108
350,000 Series 1993, 7.875%, 09/01/13 387,986
380,000 Series 1993, 7.875%, 09/01/14 422,290
410,000 Series 1993, 7.875%, 09/01/15 456,683
440,000 Series 1993, 7.875%, 09/01/16 488,479
475,000 Series 1993, 7.875%, 09/01/17 528,343
Riverside County Housing Authority Revenue,
6,750,000 Riverside Apartment Project, 7.875%, 11/01/19 6,949,530
13,980,000 Series 1988-A, 7.85%, 10/01/08 14,663,762
33,080,000 Series 1988-A, 7.90%, 10/01/18 34,578,193
Riverside County RDA, Tax Allocation,
1,100,000 Series A, 7.60%, 10/01/25 1,154,472
2,750,000 Series B, 7.60%, 10/01/25 2,886,180
1,600,000 Series C, 7.60%, 10/01/25 1,679,232
2,100,000 Series D, 7.60%, 10/01/25 2,203,992
5,600,000 Series E, 7.60%, 10/01/25 5,877,312
Riverside County SFMR,
715,000 Series 1989-B, GNMA Secured, 7.60%, 11/01/19 755,662
3,690,000 Series 1991-A, GNMA Secured, 6.00%, 10/01/24 3,744,797
Riverside Hospital Revenue,
5,000,000 Parkview Community Hospital Medical Center Project, 8.25%, 08/01/14 5,308,150
7,000,000 Refunding, Parkview Community Hospital Medical Center Project,
9.25%, 12/01/05 7,560,070
Riverside MFHR,
3,050,000 Mortgage, Refunding, Olive Grove, Series A, 5.75%, 09/01/25 2,742,865
6,210,000 Palm Shadows, Apartments, Series A, 6.50%, 01/01/18 6,241,411
Riverside MFR, First Nationwide Saving Program,
1,725,000 Series H, 9.50%, 11/01/97 1,747,667
510,000 Series I, 9.50%, 11/01/97 516,701
Riverside Public Financing Authority Revenue, Airport & Central Industrial
Redevelopment Project,
750,000 Series A, Pre-Refunded, 7.80%, 02/01/08 814,725
9,155,000 Series A, Pre-Refunded, 7.90%, 02/01/18 9,964,943
3,000,000 Riverside Water Revenue, 6.00%, 10/01/05 2,865,090
Rocklin 1915 ACT,
460,000 Refunding, 7.55%, 09/02/03 475,341
495,000 Refunding, 7.60%, 09/02/04 511,508
535,000 Refunding, 7.65%, 09/02/05 552,842
580,000 Refunding, 7.65%, 09/02/06 599,343
625,000 Refunding, 7.65%, 09/02/07 645,844
675,000 Refunding, 7.65%, 09/02/08 697,511
6,085,000 Rocklin USD, CFD No. 1, 7.70%, 09/01/12 6,268,889
7,500,000 Rohnert Park CDA, Tax Allocation, Rohnert Park Redevelopment Project,
Pre-Refunded, 8.20%, 06/01/18 8,421,525
7,275,000 Rosemead RDA, Tax Allocation, Refunding, Redevelopment Project Area 1,
Series A, 5.60%, 10/01/33 5,903,226
Roseville 1915 ACT, Limited Obligation, Refunding,
120,000 North Roseville, Rocklin Sewer District No. 88-3, 8.00%, 09/02/99 124,128
125,000 North Roseville, Rocklin Sewer District No. 88-3, 8.00%, 09/02/00 129,300
135,000 North Roseville, Rocklin Sewer District No. 88-3, 8.00%, 09/02/01 139,644
145,000 North Roseville, Rocklin Sewer District No. 88-3, 8.10%, 09/02/02 149,988
160,000 North Roseville, Rocklin Sewer District No. 88-3, 8.15%, 09/02/03 165,504
170,000 North Roseville, Rocklin Sewer District No. 88-3, 8.20%, 09/02/04 175,846
350,000 North Roseville, Rocklin Sewer District No. 88-3, 8.20%, 09/02/05 362,037
200,000 North Roseville, Rocklin Sewer District No. 88-3, 8.20%, 09/02/06 206,878
220,000 North Roseville, Rocklin Sewer District No. 88-3, 8.25%, 09/02/07 227,566
235,000 North Roseville, Rocklin Sewer District No. 88-3, 8.25%, 09/02/08 243,082
205,000 North Roseville, Rocklin Sewer District No. 88-3, 8.25%, 09/02/09 212,050
220,000 Rocky Ridge-Harding, District No. 88-4, 8.00%, 09/02/99 227,568
245,000 Rocky Ridge-Harding, District No. 88-4, 8.00%, 09/02/00 253,428
260,000 Rocky Ridge-Harding, District No. 88-4, 8.00%, 09/02/01 268,944
285,000 Rocky Ridge-Harding, District No. 88-4, 8.10%, 09/02/02 294,804
305,000 Rocky Ridge-Harding, District No. 88-4, 8.15%, 09/02/03 315,492
330,000 Rocky Ridge-Harding, District No. 88-4, 8.20%, 09/02/04 341,349
185,000 Rocky Ridge-Harding, District No. 88-4, 8.20%, 09/02/05 191,362
2,050,000 Roseville City School District, COP, 7.50%, 09/01/15 2,071,443
4,500,000 Roseville COP, Golf Course Project, 6.00%, 08/01/23 3,925,170
Roseville Special Tax,
715,000 CFD No. 1, 7.50%, 09/01/02 737,523
825,000 CFD No. 1, 7.60%, 09/01/04 846,904
15,660,000 CFD No. 1, 7.70%, 09/01/20 16,074,520
355,000 CFD No. 2, 8.00%, 09/01/06 382,864
7,165,000 CFD No. 2, 8.25%, 09/01/21 7,777,034
1,725,000 Northcentral Roseville CFD No. 1, 8.00%, 11/01/02 1,791,119
1,860,000 Northcentral Roseville CFD No. 1, 8.10%, 11/01/03 1,918,739
10,000,000 Northcentral Roseville CFD No. 1, 8.40%, 11/01/10 10,344,500
12,000,000 Northcentral Roseville CFD No. 1, 8.60%, 11/01/17 12,062,280
1,000,000 Northeast Roseville CFD No. 1, 7.95%, 12/01/00 1,060,090
1,000,000 Northeast Roseville CFD No. 1, 8.00%, 12/01/01 1,056,290
1,000,000 Northeast Roseville CFD No. 1, 8.00%, 12/01/02 1,058,140
6,000,000 Northeast Roseville CFD No. 1, 8.30%, 12/01/08 6,368,280
2,535,000 Rossmoor Community Services District, 1915 ACT, AD 91-1, 6.20%, 09/02/21 2,441,839
Sacramento 1915 ACT,
1,000,000 North Natomas AD No. 88-3, 8.20%, 09/02/10 906,680
2,210,000 North Natomas AD No. 88-3, 8.20%, 09/02/11 2,000,868
2,865,000 North Natomas AD No. 88-3, 8.25%, 09/02/12 2,590,877
3,105,000 North Natomas AD No. 88-3, 8.25%, 09/02/13 2,804,684
3,350,000 North Natomas AD No. 88-3, 8.25%, 09/02/14 3,022,638
1,500,000 Sacramento Area Council of Governments, COP, Sacog Administrative Building
Project, 7.125%, 07/01/16 1,516,155
Sacramento City Financing Authority Revenue,
4,415,000 Series 1991, 6.60%, 11/01/05 4,548,156
1,405,000 Series 1991, 6.70%, 11/01/11 1,422,970
20,920,000 Series 1991, Pre-Refunded, 6.70%, 11/01/11 22,915,559
7,500,000 Series 1991, Pre-Refunded, 6.80%, 11/01/20 8,259,150
3,615,000 Sacramento City Public Facilities Financing Authority, COP, Pre-Refunded,
7.75%, 07/01/06 3,886,378
Sacramento County 1915 ACT, Cordova Industrial Park,
250,000 Unit 3, Series C-I, 8.25%, 09/02/05 259,148
270,000 Unit 3, Series C-I, 8.25%, 09/02/06 279,879
290,000 Unit 3, Series C-I, 8.25%, 09/02/07 300,611
315,000 Unit 3, Series C-I, 8.25%, 09/02/08 326,526
340,000 Unit 3, Series C-I, 8.25%, 09/02/09 352,441
370,000 Unit 3, Series C-I, 8.25%, 09/02/10 383,538
400,000 Unit 3, Series C-I, 8.25%, 09/02/11 414,636
Sacramento County CFD, Special Tax,
2,250,000 Improvement Area 1, Series 1990, 8.20%, 12/01/10 2,320,920
7,610,000 Improvement Area 1, Series 1990, 8.25%, 12/01/20 7,826,276
1,500,000 Laguna, Series 1987, Pre-Refunded, 8.00%, 12/01/98 1,675,980
1,500,000 Laguna, Series 1987, Pre-Refunded, 8.20%, 12/01/99 1,684,635
1,500,000 Laguna, Series 1987, Pre-Refunded, 8.30%, 12/01/00 1,688,970
1,500,000 Laguna, Series 1987, Pre-Refunded, 8.40%, 12/01/01 1,693,305
13,000,000 Laguna, Series 1987, Pre-Refunded, 8.625%, 12/01/06 14,759,810
Sacramento County COP,
2,735,000 Cherry Island Golf Course Project, Pre-Refunded, 8.125%, 12/01/18 3,109,394
3,500,000 Cherry Island Golf Course Project, Series B, 6.80%, 07/01/18 3,527,265
1,495,000 Refunding, Cherry Island Golf Course Project, Series B, 6.80%, 07/01/12 1,510,907
2,325,000 Refunding, Parking Facility Project, Series 1987-A, 6.80%, 07/01/12 2,349,738
Sacramento MUD, Electric Revenue,
9,250,000 Refunding, Series R, 6.00%, 02/01/17 8,504,543
20,000,000 Refunding, Series R, Pre-Refunded, 7.125%, 02/01/13 21,455,800
3,950,000 Refunding, Series V, Pre-Refunded, 7.50%, 08/15/18 4,306,448
5,740,000 Refunding, Series Z, FGIC Insured, 6.25%, 07/01/04 5,942,220
3,000,000 Refunding, Series Z, FGIC Insured, 6.35%, 07/01/05 3,105,240
16,110,000 Refunding, Subordinated, 8.00%, 11/15/10 16,160,585
1,200,000 Series B, MBIA Insured, 6.25%, 08/15/11 1,196,160
4,000,000 Series B, MBIA Insured, 6.375%, 08/15/22 3,966,120
6,795,000 Series E, 5.75%, 05/15/22 6,025,942
4,500,000 Series I, MBIA Insured, 6.00%, 01/01/24 4,240,170
5,265,000 Series Q, FGIC Insured, Pre-Refunded, 7.50%, 05/01/16 5,607,594
1,860,000 Series S, Pre-Refunded, 7.125%, 02/01/11 1,995,389
3,225,000 Series W, 7.60%, 08/15/00 3,502,350
12,875,000 Series W, Pre-Refunded, 7.75%, 08/15/03 14,362,320
5,405,000 Series W, Pre-Refunded, 7.875%, 08/15/16 6,052,897
15,000,000 Series W, Pre-Refunded, 7.50%, 08/15/18 16,353,600
2,795,000 Sacramento Public Television Facility Revenue, KVIE, Inc., Series A, 7.50%,
07/01/20 2,837,177
2,500,000 Sacramento RDA, Tax Allocation, Merged Downtown Project, Series A,
MBIA Insured, 6.50%, 11/01/13 2,527,950
Sacramento Regional Transit District, COP,
1,605,000 Series A, 6.20%, 03/01/00 1,651,481
1,100,000 Series A, 6.25%, 03/01/01 1,133,770
1,000,000 Series A, 6.375%, 03/01/02 1,035,950
1,200,000 Series A, 6.40%, 03/01/03 1,241,604
1,000,000 Series A, 6.375%, 03/01/04 1,028,740
1,100,000 Series A, 6.375%, 03/01/05 1,115,818
Sacramento-Yolo Port District Revenue, Refunding,
3,620,000 Facilities Improvement, Series A, Pre-Refunded, 8.875%, 12/01/12 4,110,727
11,645,000 Port Facilities, Series A, 7.25%, 07/01/13 11,869,050
Salida Area Public Facility Financing Agency, Special Tax,
215,000 CFD No. 88-1, 7.70%, 09/01/99 219,438
250,000 CFD No. 88-1, 7.75%, 09/01/00 255,408
290,000 CFD No. 88-1, 7.80%, 09/01/01 296,261
260,000 CFD No. 88-1, 7.85%, 09/01/02 265,606
385,000 CFD No. 88-1, 7.90%, 09/01/03 393,289
435,000 CFD No. 88-1, 7.95%, 09/01/04 445,388
495,000 CFD No. 88-1, 7.95%, 09/01/05 506,821
460,000 CFD No. 88-1, 8.00%, 09/01/06 469,872
630,000 CFD No. 88-1, 8.00%, 09/01/07 643,520
700,000 CFD No. 88-1, 8.00%, 09/01/08 715,022
6,075,000 CFD No. 88-1, 8.05%, 09/01/14 6,205,187
2,495,000 Salinas Union High School District, COP, Refunding, Facility Financing Projects,
7.375%, 01/01/14 2,506,003
San Bernardino 1915 ACT,
85,000 AD No. 86-1, Series A, 8.25%, 09/02/98 88,110
140,000 AD No. 86-1, Series A, 8.30%, 09/02/99 145,151
175,000 AD No. 86-1, Series A, 8.35%, 09/02/00 181,471
275,000 AD No. 86-1, Series A, 8.35%, 09/02/01 285,170
380,000 AD No. 86-1, Series A, 8.35%, 09/02/02 394,052
415,000 AD No. 86-1, Series A, 8.35%, 09/02/03 430,347
530,000 AD No. 86-1, Series A, 8.35%, 09/02/04 549,599
670,000 AD No. 86-1, Series A, 8.35%, 09/02/05 694,777
770,000 AD No. 86-1, Series A, 8.35%, 09/02/06 798,475
900,000 AD No. 86-1, Series A, 8.35%, 09/02/07 933,282
855,000 Refunding, AD No. 961, 7.60%, 09/02/02 724,270
920,000 Refunding, AD No. 961, 7.65%, 09/02/03 778,587
990,000 Refunding, AD No. 961, 7.70%, 09/02/04 837,144
1,065,000 Refunding, AD No. 961, 7.75%, 09/02/05 899,936
San Bernardino County 1915 ACT,
245,000 AD No. 86-1, Chino Hills, Series B, 8.10%, 09/02/00 253,822
270,000 AD No. 86-1, Chino Hills, Series B, 8.20%, 09/02/01 279,828
295,000 AD No. 86-1, Chino Hills, Series B, 8.25%, 09/02/02 305,794
335,000 AD No. 86-1, Chino Hills, Series B, 8.30%, 09/02/03 347,325
360,000 AD No. 86-1, Chino Hills, Series B, 7.70%, 09/02/04 372,031
365,000 AD No. 86-1, Chino Hills, Series B, 8.35%, 09/02/04 378,498
295,000 AD No. 86-1, Chino Hills, Series B, 7.70%, 09/02/05 304,859
420,000 AD No. 86-1, Chino Hills, Series B, 8.35%, 09/02/05 435,532
305,000 AD No. 86-1, Chino Hills, Series B, 7.70%, 09/02/06 315,193
460,000 AD No. 86-1, Chino Hills, Series B, 8.375%, 09/02/06 477,057
290,000 AD No. 86-1, Chino Hills, Series B, 7.70%, 09/02/07 299,692
310,000 AD No. 86-1, Chino Hills, Series B, 7.70%, 09/02/08 320,360
435,000 Refunding, AD No. 85-1, Chino Hills, 7.80%, 09/02/00 450,151
480,000 Refunding, AD No. 85-1, Chino Hills, 7.85%, 09/02/01 496,814
525,000 Refunding, AD No. 85-1, Chino Hills, 7.85%, 09/02/02 543,391
570,000 Refunding, AD No. 85-1, Chino Hills, 7.85%, 09/02/03 589,967
615,000 Refunding, AD No. 85-1, Chino Hills, 7.90%, 09/02/04 636,660
670,000 Refunding, AD No. 85-1, Chino Hills, 7.80%, 09/02/05 693,597
730,000 Refunding, AD No. 85-1, Chino Hills, 7.95%, 09/02/06 755,857
795,000 Refunding, AD No. 85-1, Chino Hills, 7.95%, 09/02/07 823,159
870,000 Refunding, AD No. 85-1, Chino Hills, 7.95%, 09/02/08 900,815
950,000 Refunding, AD No. 85-1, Chino Hills, 8.00%, 09/02/09 983,829
1,030,000 Refunding, AD No. 85-1, Chino Hills, 8.00%, 09/02/10 1,066,678
1,120,000 Refunding, AD No. 85-1, Chino Hills, 8.00%, 09/02/11 1,159,883
1,215,000 Refunding, AD No. 85-1, Chino Hills, 8.00%, 09/02/12 1,258,266
1,320,000 Refunding, AD No. 85-1, Chino Hills, 8.00%, 09/02/13 1,367,005
1,435,000 Refunding, AD No. 85-1, Chino Hills, 8.00%, 09/02/14 1,486,100
1,560,000 Refunding, AD No. 85-1, Chino Hills, 8.00%, 09/02/15 1,615,552
1,690,000 Refunding, AD No. 85-1, Chino Hills, 8.00%, 09/02/16 1,750,181
1,830,000 Refunding, AD No. 85-1, Chino Hills, 8.00%, 09/02/17 1,895,166
1,985,000 Refunding, AD No. 85-1, Chino Hills, 8.00%, 09/02/18 2,055,686
2,150,000 Refunding, AD No. 85-1, Chino Hills, 8.00%, 09/02/19 2,226,561
2,335,000 Refunding, AD No. 85-1, Chino Hills, 8.00%, 09/02/20 2,418,149
1,915,000 Refunding, AD No. 85-1, Chino Hills, 8.00%, 09/02/21 1,983,193
San Bernardino County COP,
4,000,000 Capital Facilities Project, Series B, Pre-Refunded, 6.75%, 08/01/10 4,395,880
9,515,000 Capital Facilities Project, Series B, Pre-Refunded, 6.25%, 08/01/19 10,053,454
55,200,000 Capital Facilities Project, Series B, Pre-Refunded, 7.00%, 08/01/28 61,445,328
9,075,000 Refunding & Capital Improvement Projects, 7.80%, 07/01/16 9,521,036
3,705,000 West Valley Detention Center Project, MBIA Insured, 6.25%, 11/01/04 3,850,644
3,935,000 West Valley Detention Center Project, MBIA Insured, 6.35%, 11/01/05 4,088,937
4,185,000 West Valley Detention Center Project, MBIA Insured, 6.40%, 11/01/06 4,332,270
20,000,000 West Valley Detention Center Project, MBIA Insured, 6.50%, 11/01/12 20,278,800
525,000 San Bernardino County Mortgage Revenue, Refunding, Don Miguel Apartments
Projects, MBIA Insured, 6.00%, 09/01/03 532,912
San Bernardino County SFMR,
915,000 Series A, GNMA Secured, 7.50%, 12/01/07 922,018
4,455,000 Series A, GNMA Secured, 7.65%, 06/01/23 4,684,878
San Bernardino Joint Powers Financing Authority Revenue, Tax Allocation,
3,000,000 Central City Merged Project, Series B, 7.50%, 11/01/20 3,081,000
450,000 Refunding, Central City Merged Project, Series A, 6.75%, 11/01/00 459,823
480,000 Refunding, Central City Merged Project, Series A, 6.90%, 11/01/01 493,166
510,000 Refunding, Central City Merged Project, Series A, 7.00%, 11/01/02 525,458
550,000 Refunding, Central City Merged Project, Series A, 7.00%, 11/01/03 564,416
585,000 Refunding, Central City Merged Project, Series A, 7.00%, 11/01/04 596,343
625,000 Refunding, Central City Merged Project, Series A, 7.05%, 11/01/05 637,094
670,000 Refunding, Central City Merged Project, Series A, 7.05%, 11/01/06 680,700
720,000 Refunding, Central City Merged Project, Series A, 7.05%, 11/01/07 731,498
15,585,000 Refunding, Central City Merged Project, Series A, 7.10%, 11/01/20 15,455,956
2,250,000 South Valley Redevelopment Project, Series A, 7.50%, 01/01/15 2,373,885
1,695,000 Tri-City Redevelopment Project, Series B, 7.60%, 01/01/08 1,792,988
3,705,000 Tri-City Redevelopment Project, Series B, 7.65%, 01/01/15 3,892,769
905,000 San Bernandino Municipal Water Department, COP, FGIC Insured, 6.25%,
02/01/12 900,167
75,000,000 San Bernardino PBA Revenue, Capital Improvement, 8.30%, 09/02/19 77,421,000
18,230,000 San Bernardino RDA, Tax Allocation, Refunding, Central City Redevelopment
Project, Pre-Refunded, 9.375%, 11/01/20 19,622,954
5,050,000 San Buenaventura Municipal Improvement Revenue, Series A, 10.375%,
12/01/13 5,086,310
2,200,000 San Diego Community College District, COP, Financing Project, Series 1987,
Pre-Refunded, 8.625%, 12/01/09 2,478,894
San Diego County COP,
3,570,000 Capital Project, Series A, 5.75%, 08/01/13 3,140,600
2,260,000 Children's Center Project, 6.00%, 10/01/02 2,244,429
3,500,000 Clairemont Health Services Complex, Pre-Refunded, 6.00%, 12/01/10 3,686,445
1,910,000 Interim Justice Facility Project, Pre-Refunded, 7.875%, 08/01/07 2,101,554
7,130,000 Series A, Pre-Refunded, 7.00%, 08/01/12 7,701,398
6,750,000 Vista Detention Facility Expansion Project, Pre-Refunded, 7.875%,
04/01/07 7,358,648
San Diego County Regional Transportation Commission, Sales Tax Revenue,
1,250,000 Series A, ETM 04/01/07, 6.00%, 04/01/08 1,258,025
9,000,000 Series A, Pre-Refunded, 7.375%, 04/01/06 9,973,980
9,050,000 San Diego County Water Authority Revenue, COP, Series A, Pre-Refunded, 7.30%,
05/01/09 9,772,914
San Diego IDR, San Diego Gas & Electric Co. Project,
20,400,000 Series 1985-A, 9.25%, 09/01/20 21,558,924
11,605,000 Series 1986-A, 7.625%, 07/01/21 12,284,589
12,230,000 Series 1987-A, 8.75%, 03/01/23 13,434,533
19,800,000 Series 1992-A, 6.40%, 09/01/18 19,418,652
54,000,000 Series 1993-A, 5.90%, 06/01/18 49,742,100
6,145,000 San Diego Mortgage Revenue, Refunding, Mariners Cove, Series B-1, 5.80%,
09/01/15 5,604,363
2,200,000 San Diego RDA, Refunding, Tax Allocation, Columbia Redevelopment Project,
Series A, Pre-Refunded, 8.75%, 12/01/08 2,480,808
22,000,000 San Diego Regional Building Authority, Lease Revenue, Metropolitan Transit
System Tower Project, Series A, Pre-Refunded, 7.75%, 11/01/19 24,242,680
75,000 San Diego SFMR, Issue A, 9.20%, 07/15/16 78,391
28,845,000 San Diego, Special Tax, CFD No.1, Series A, 8.50%, 09/01/16 29,398,247
1,440,000 San Francisco Bay Area Rapid Transportation District Revenue, Sales Tax,
FGIC Insured, 6.60%, 07/01/12 1,476,259
4,000,000 San Francisco City & County Public Utilities Commission, Water Revenue,
Crossover Refunding, Series A, 6.50%, 11/01/09 4,139,160
17,000,000 San Francisco City & County RDA Lease Revenue, George R. Moscone,
Crossover Refunding, Series 1992, 5.50%, 07/01/18 14,626,290
8,350,000 San Francisco City & County RDA Mortgage Revenue, Refunding, Series A,
MBIA Insured, 6.65%, 07/01/24 8,252,806
3,000,000 San Francisco City & County Revenue, Irwin Memorial Blood Center, Series A,
6.80%, 12/01/21 2,938,200
San Francisco City & County Sewer Revenue,
8,400,000 Series 1991, AMBAC Insured, Pre-Refunded, 6.50%, 10/01/16 9,061,668
3,285,000 Series 1992, AMBAC Insured, Pre-Refunded, 6.50%, 10/01/21 3,543,759
855,000 San Francisco City & County SFMR, Series 1985, 9.375%, 10/01/12 855,556
1,750,000 San Francisco State Building Authority, COP, Pre-Refunded, 7.375%, 07/01/13 1,866,725
5,000,000 San Francisco USD, COP, Civic Improvement & Financing Corp., Pre-Refunded,
8.40%, 07/01/03 5,415,400
1,000,000 San Gabriel Valley Mosquito Abatement, Special District, COP, Lease Finance,
Series R, 6.60%, 08/01/12 959,490
San Gabriel Valley Schools Financing Authority Revenue,
4,515,000 Refunding, Pomona USD, 5.50%, 02/01/24 3,733,544
1,765,000 Series A, 7.70%, 11/01/19 1,739,813
San Jacinto RDA, COP,
1,065,000 Fire Station Project, 7.90%, 12/01/08 1,121,019
2,375,000 Fire Station Project, 8.00%, 12/01/15 2,495,484
San Jacinto, Special Tax,
540,000 CFD No. 2, 7.55%, 09/01/00 555,671
520,000 CFD No. 2, 7.60%, 09/01/01 537,077
775,000 CFD No. 2, 7.65%, 09/01/02 803,195
1,000,000 CFD No. 2, 7.70%, 09/01/04 1,036,310
1,275,000 CFD No. 2, 7.75%, 09/01/06 1,317,330
1,465,000 CFD No. 2, 7.75%, 09/01/07 1,509,184
1,240,000 CFD No. 2, 7.80%, 09/01/08 1,277,336
805,000 CFD No. 2, 7.80%, 09/01/09 829,239
12,685,000 CFD No. 2, 7.90%, 09/01/14 13,103,732
San Jacinto USD, COP,
8,000,000 General Hospital Project, 6.25%, 09/01/13 7,559,440
23,500,000 General Hospital Project, 6.625%, 09/01/20 22,833,070
1,565,000 San Joaquin County COP, Jail & Sherriff's Operating Center Project,
MBIA Insured, Pre-Refunded, 6.00%, 11/15/19 1,631,074
San Joaquin County Special Tax,
1,420,000 CFD No. 89-1, 7.625%, 09/01/10 1,435,322
2,990,000 CFD No. 89-1, 7.75%, 09/01/20 3,026,508
San Joaquin Hills Transportation Corridor Agency, Toll Road Revenue,
67,990,000 Senior Lien, 7.00%, 01/01/30 66,162,429
14,185,000 Senior Lien, 6.75%, 01/01/32 13,342,553
6,000,000 Senior Lien, 5.00%, 01/01/33 4,248,000
San Jose 1915 ACT, Refunding,
70,000 ID 86-196SJ, 8.00%, 09/02/98 71,887
70,000 ID 86-196SJ, 8.00%, 09/02/99 71,857
125,000 ID 87-198SJ, 7.90%, 09/02/99 129,353
130,000 ID 87-198SJ, 8.00%, 09/02/00 134,577
7,000,000 San Jose Airport Revenue, Refunding, MBIA Insured, 5.75%, 03/01/16 6,496,210
92,315,000 San Jose COP, Public Facilities Financing Corp., Convention Center Project,
Pre-Refunded, 7.875%, 09/01/10 99,706,662
San Jose Financing Authority Revenue,
8,470,000 Community Facilities Project, Series B, 5.625%, 11/15/18 7,279,880
43,500,000 Convention Center Project, Series C, 6.40%, 09/01/22 41,542,065
6,100,000 Refunding, Convention Center Project, Series C, 6.40%, 09/01/17 5,879,790
San Jose MFHR, Timberwood Apartments Project,
4,065,000 Series A, 7.40%, 02/01/10 4,116,869
6,360,000 Series A, 7.50%, 02/01/20 6,476,897
San Jose RDA, Tax Allocation,
1,000,000 Merged Area Redevelopment Project, Series 1991-B, MBIA Insured,
Pre-Refunded, 6.625%, 08/01/11 1,082,230
10,525,000 Merged Area Redevelopment Project, Series 1993-D, MBIA Insured,
5.75%, 08/01/24 9,155,803
1,160,000 Park Center Redevelopment Project, 7.00%, 10/01/07 1,184,905
1,240,000 Park Center Redevelopment Project, 7.00%, 10/01/08 1,260,497
1,325,000 Park Center Redevelopment Project, 7.00%, 10/01/09 1,320,111
25,400,000 Refunding, Merged Area Redevelopment Project, Series 1986-A,
Pre-Refunded, 7.80%, 08/01/11 27,335,734
10,000,000 Refunding, Merged Area Redevelopment Project, Series 1986-B,
Pre-Refunded, 7.50%, 08/01/04 10,719,400
1,180,000 San Juan USD, COP, Financing Project, 7.80%, 08/01/98 1,204,520
65,000 San Leandro RDA, RMR, Pre-Refunded, 11.25%, 04/01/13 88,342
3,500,000 San Lorenzo USD, COP, Capital Facilities Project, 7.20%, 08/01/12 3,499,475
4,350,000 San Luis Obispo Capital Improvement Board Lease Revenue, Capital
Improvement Project, 8.25%, 06/01/06 4,582,029
San Luis Obispo County COP,
1,830,000 Jail Expansion Project, 6.75%, 10/01/16 1,834,996
1,475,000 Jail Expansion Project, 6.80%, 10/01/21 1,479,012
1,980,000 San Luis Obispo County COP, Community College District, 7.00%, 07/01/21 2,016,076
San Marcos Public Facilities Authority Revenue,
18,260,000 Capital Improvement, 8.25%, 01/01/19 20,108,642
53,825,000 Civic Center Mission Boulevard Project, Pre-Refunded, 7.40%, 09/02/22 60,097,227
San Marcos Public Facilities Authority Revenue, Tax Allocation,
3,110,000 Series A, CGIC Insured, Pre-Refunded, 6.10%, 01/01/11 3,290,536
3,825,000 Series A, CGIC Insured, Pre-Refunded, 6.15%, 01/01/17 4,058,363
1,785,000 Series A, CGIC Insured, Pre-Refunded, 6.20%, 01/01/22 1,899,204
25,000,000 San Marcos Public Financing Authority Revenue, Series A, 6.25%, 09/02/22 23,980,750
San Marcos, Special Tax,
11,500,000 CFD No. 88-1, 7.75%, 09/01/18 11,612,010
10,670,000 CFD No. 88-1, 7.625%, 09/01/19 10,445,503
1,185,000 San Mateo County Board of Education, COP, Administrative Building Project,
7.10%, 05/01/21 1,201,614
San Mateo County COP,
7,020,000 Capital Projects Program, MBIA Insured, Pre-Refunded, 6.50%,
07/01/17 7,610,593
2,900,000 Capital Projects Program, Series 1985-A, 9.125%, 07/01/98 3,089,080
San Mateo County Joint Powers Financing Authority, Lease Revenue,
4,930,000 North County Satellite Clinic, FSA Insured, 5.65%, 09/01/16 4,427,880
6,000,000 San Mateo County Health Care Center, Series A, FSA Insured, 6.125%,
07/15/14 5,763,720
15,870,000 San Mateo County Health Care Center, Series A, FSA Insured, 5.75%,
07/15/22 14,197,778
2,175,000 San Mateo County Transit District, Sales Tax Revenue, Series A, MBIA Insured,
6.50%, 06/01/20 2,303,782
9,305,000 San Mateo RDA, COP, Refunding, Bridge & Water Pumping Station,
Pre-Refunded, 8.10%, 08/01/13 10,065,684
San Pablo 1915 ACT, Limited Obligation Improvement, Town Center
Assessment,
160,000 Series A, 8.00%, 09/02/02 165,634
175,000 Series A, 8.00%, 09/02/03 181,162
185,000 Series A, 8.05%, 09/02/04 191,549
205,000 Series A, 8.05%, 09/02/05 212,257
220,000 Series A, 8.05%, 09/02/06 227,788
240,000 Series A, 8.05%, 09/02/07 248,496
260,000 Series A, 8.05%, 09/02/08 269,204
305,000 Series A, 8.10%, 09/02/10 315,858
330,000 Series A, 8.10%, 09/02/11 341,748
355,000 Series A, 8.10%, 09/02/12 367,638
385,000 Series A, 8.10%, 09/02/13 398,706
420,000 Series A, 8.10%, 09/02/14 434,952
3,500,000 San Pablo RDA, Tax Allocation, Merged Project Area, FGIC Insured, 6.25%,
12/01/19 3,434,410
6,740,000 San Rafael RDA, Refunding, Tax Allocation, Central San Rafael Redevelopment,
FGIC Insured, 6.45%, 12/01/17 6,769,117
2,200,000 San Rafael Sanitation District, COP, Waste Water Facilities Financing, 6.80%,
08/01/11 2,165,130
San Ramon COP, San Ramon Capital Improvement Projects,
70,000 Series 1993, 4.25%, 03/01/96 68,473
70,000 Series 1993, 4.50%, 03/01/97 69,035
75,000 Series 1993, 4.75%, 03/01/98 72,979
1,730,000 Series 1993, 6.00%, 03/01/18 1,563,297
San Ramon Public Finance Authority,
49,235,000 Local Agency Revenue, 8.80%, 09/02/18 52,647,478
13,050,000 Tax Allocation, Refunding, 6.90%, 02/01/24 12,791,088
120,000 Tax Allocation, Series A, ETM 02/01/96, 7.00%, 02/01/96 124,093
130,000 Tax Allocation, Series A, ETM 02/01/97, 7.10%, 02/01/97 137,053
135,000 Tax Allocation, Series A, ETM 02/01/98, 7.20%, 02/01/98 144,599
145,000 Tax Allocation, Series A, ETM 02/01/99, 7.30%, 02/01/99 157,790
160,000 Tax Allocation, Series A, Pre-Refunded, 7.40%, 02/01/00 176,984
170,000 Tax Allocation, Series A, Pre-Refunded, 7.50%, 02/01/01 188,697
7,280,000 Tax Allocation, Series A, Pre-Refunded, 7.625%, 02/01/20 8,115,526
San Ramon Valley Fire Protection District, COP,
8,545,000 Pre-Refunded, 7.30%, 07/01/19 8,915,853
215,000 Refunding, Financing Corp., 4.25%, 07/01/96 211,154
225,000 Refunding, Financing Corp., 4.50%, 07/01/97 219,121
235,000 Refunding, Financing Corp., 4.75%, 07/01/98 227,642
245,000 Refunding, Financing Corp., 5.00%, 07/01/99 236,082
260,000 Refunding, Financing Corp., 5.10%, 07/01/00 248,277
270,000 Refunding, Financing Corp., 5.20%, 07/01/01 256,146
285,000 Refunding, Financing Corp., 5.30%, 07/01/02 268,732
300,000 Refunding, Financing Corp., 5.40%, 07/01/03 281,277
320,000 Refunding, Financing Corp., 5.50%, 07/01/04 298,458
335,000 Refunding, Financing Corp., 5.60%, 07/01/05 310,944
355,000 Refunding, Financing Corp., 5.70%, 07/01/06 329,419
375,000 Refunding, Financing Corp., 5.75%, 07/01/07 346,571
395,000 Refunding, Financing Corp., 5.80%, 07/01/08 363,688
6,275,000 Refunding, Financing Corp., 6.00%, 07/01/19 5,649,571
San Ramon Valley USD, COP,
9,000,000 Measure A, Capital Project, Series A, 5.95%, 10/01/01 9,020,160
970,000 Refunding, 7.40%, 02/01/98 1,004,289
1,040,000 Refunding, 7.40%, 02/01/99 1,082,515
6,505,000 Refunding, 7.55%, 02/01/04 6,755,508
6,000,000 Refunding, Pre-Refunded, 7.70%, 02/01/10 6,640,080
21,765,000 Refunding, Series 1992, 7.00%, 02/01/22 21,372,142
21,955,000 Series A, 6.35%, 10/01/01 22,003,521
2,070,000 Santa Ana COP, Parking Facilities Project, Refunding, Series A, AMBAC Insured,
6.125%, 06/01/16 1,998,875
Santa Ana CRDA, Tax Allocation, Refunding,
2,000,000 Mainplace Project, 7.40%, 09/01/19 2,057,460
2,500,000 Series A, 7.25%, 09/01/19 2,613,925
10,105,000 Series B, 7.375%, 09/01/09 10,718,272
6,000,000 Series C, 7.25%, 09/01/17 6,299,220
2,260,000 Series C, Pre-Refunded, 6.75%, 09/01/19 2,294,488
2,255,000 Series D, 6.75%, 09/01/19 2,454,748
Santa Ana Financing Authority, Lease Revenue, Police Administration & Holding
Facility,
1,015,000 Series A, MBIA Insured, 5.50%, 07/01/07 964,950
2,400,000 Series A, MBIA Insured, 5.60%, 07/01/08 2,276,376
1,130,000 Series A, MBIA Insured, 5.625%, 07/01/09 1,068,743
5,000,000 Santa Ana Financing Authority Water Revenue, MBIA Insured, 6.125%, 09/01/24 4,772,700
Santa Ana Mountains County Water District,
18,415,000 CFD No. 7, Special Tax, Pre-Refunded, 9.50%, 10/01/12 21,124,583
10,625,000 CFD No. 7, Special Tax, Pre-Refunded, 8.40%, 10/01/13 12,077,119
7,990,000 Refunding, CFD No. 2, Pre-Refunded, 7.875%, 04/15/15 8,537,794
Santa Barbara COP,
4,500,000 Municipal Improvements Program, Pre-Refunded, 8.00%, 08/01/17 4,725,045
8,090,000 Refunding, Harbor Project, 6.75%, 10/01/27 8,079,159
1,905,000 Santa Barbara COP, California Health Facilities Loan Program, 7.65%, 05/01/15 2,051,018
Santa Barbara County, COP,
9,960,000 Refunding, Series 1994, 5.70%, 03/01/11 9,060,014
4,595,000 Series 1990, Pre-Refunded, 7.50%, 02/01/11 5,114,878
4,000,000 Santa Barbara County Retirement Facility Revenue, COP, Montecito Retirement
Center, Pre-Refunded, 7.80%, 04/01/18 4,353,760
6,725,000 Santa Barbara Housing Authority Revenue, Refunding & Acquisition, 8.50%,
11/15/20 6,794,335
Santa Barbara SFMR,
640,000 GNMA Secured, 7.625%, 10/01/10 637,357
1,840,000 GNMA Secured, 7.65%, 10/01/23 1,873,046
Santa Clara County COP,
10,000,000 Refunding, Santa Clara Convention Center, Pre-Refunded, 7.875%,
07/01/10 10,749,500
3,090,000 Refunding, Terraces of Los Gatos Project, 6.125%, 03/01/11 2,853,893
12,200,000 Refunding, Terraces of Los Gatos Project, 6.125%, 03/01/18 11,227,904
4,000,000 Terraces of Los Gatos Project, 6.90%, 03/01/18 4,035,080
Santa Clara Electric Revenue,
33,500,000 Crossover Refunding, Series B, 7.80%, 07/01/10 35,713,345
10,585,000 Series A, MBIA Insured, 5.75%, 07/01/24 9,570,322
16,000,000 Santa Clara Valley Water District, COP, Refunding & Improvement, Series A,
FGIC Insured, 6.00%, 02/01/24 15,055,520
3,150,000 Santa Cruz City School District, COP, Education Center Financing Project,
7.00%, 05/01/24 3,073,077
3,500,000 Santa Cruz County COP, Capital Facilities Project, MBIA Insured, 6.70%,
09/01/20 3,570,175
Santa Cruz County Housing Authority, MFHR,
3,840,000 Dominican Oaks, Series 1987, GNMA Secured, 8.20%, 12/20/10 4,010,688
7,080,000 Dominican Oaks, Series 1987, GNMA Secured, 8.25%, 12/20/17 7,408,016
9,230,000 Series 1990-B, 7.75%, 07/01/23 9,378,049
9,870,000 Santa Cruz County Public Finance Authority, Series 1990-C, 7.10%, 08/01/20 9,913,428
Santa Margarita Water District,
2,000,000 ID No. 2A, Series C, Pre-Refunded, 8.00%, 06/01/13 2,232,540
2,400,000 ID No. 3A, Series A, Pre-Refunded, 8.00%, 06/01/08 2,679,048
2,585,000 ID No. 3A, Series A, Pre-Refunded, 8.00%, 06/01/13 2,885,558
5,000,000 ID No. 4, Series D, Pre-Refunded, 8.00%, 06/01/08 5,581,350
11,000,000 ID No. 4, Series D, Pre-Refunded, 8.00%, 06/01/13 12,278,970
4,000,000 ID No. 4A, Series A, Pre-Refunded, 7.75%, 08/01/06 4,382,560
5,000,000 ID No. 4A, Series B, Pre-Refunded, 8.00%, 06/01/08 5,581,350
5,000,000 ID No. 4A, Series B, Pre-Refunded, 8.00%, 06/01/13 5,581,350
2,750,000 Santa Maria Bonita School District, COP, Refunding, MBIA Insured, 7.00%,
03/01/16 2,932,875
1,800,000 Santa Maria COP, Revenue, Marian Medical Center, 6.75%, 09/01/22 1,736,442
3,865,000 Santa Maria COP, Town Center & Westside Parking Facilities, Pre-Refunded,
7.20%, 06/01/16 4,103,857
3,910,000 Santa Maria RDAR, Refunding, Town Center & Westside Parking Facilities,
FSA Insured, 5.40%, 06/01/09 3,579,683
1,605,000 Santa Monica Community College District, Series A, 5.75%, 08/01/18 1,467,227
11,885,000 Santa Monica COP, Santa Monica Improvements Project, Pre-Refunded,
7.875%, 08/01/16 12,806,087
Santa Monica RDA, Refunding, Tax Allocation, Ocean Park Redevelopment
Project,
3,805,000 Series A, Pre-Refunded, 8.25%, 07/01/18 4,286,979
1,260,000 Series B, Pre-Refunded, 8.25%, 07/01/18 1,419,604
Santa Rosa 1915 ACT, Refunding,
290,000 Northpoint Park No. 85-1, 8.05%, 09/02/09 299,976
315,000 Northpoint Park No. 85-1, 8.10%, 09/02/10 326,148
340,000 Northpoint Park No. 85-1, 8.10%, 09/02/11 352,033
3,150,000 Santa Rosa Central Parking Service Facilities District Project No. 89-1, 7.60%,
07/02/15 3,232,656
1,190,000 Santa Rosa Insured Revenue, Freind Association Services, Series A, 5.75%,
09/01/25 1,032,158
Saugus Union School District,
2,035,000 Series A, 5.65%, 09/01/11 1,847,373
2,995,000 Series A, 5.70%, 09/01/18 2,653,241
1,970,000 Sausalito School District, Marin County, COP, Capital Outlay Financing Program,
Series A, 7.75%, 04/01/09 2,029,080
2,880,000 Seal Beach RDA, Refunding, Sub-Lien, Tax Allocation, Riverfront, Series A,
6.70%, 09/01/13 2,775,341
Sebastopol COP,
2,500,000 Capital Projects, Pre-Refunded, 7.40%, 06/01/14 2,774,700
2,205,000 Refunding, 6.10%, 06/01/14 1,994,599
Sequoia Hospital District Revenue, Refunding,
6,340,000 Pre-Refunded, 7.50%, 09/01/08 7,011,343
2,835,000 Pre-Refunded, 7.60%, 09/01/14 3,145,149
Shasta Joint Powers Financing Authority Lease Revenue, Courthouse County
Improvement Project,
1,000,000 Series A, 6.60%, 06/01/12 974,500
2,500,000 Series A, 6.70%, 06/01/23 2,386,725
Sierra Madre Financing Authority Revenue, Local Agency,
240,000 Series 1988-A, 7.50%, 11/01/98 255,828
260,000 Series 1988-A, 7.60%, 11/01/99 278,983
280,000 Series 1988-A, 7.70%, 11/01/00 302,333
5,500,000 Series 1988-A, 7.80%, 11/01/18 5,927,185
4,385,000 Sierra Sands USD, Refunding, Capital Improvement Project, 5.75%, 02/01/23 3,698,923
15,000,000 Sierra View Local Hospital District Revenue, Insured Health Facilities, 6.40%,
03/01/22 14,151,300
Signal Hill RDA, Tax Allocation,
1,015,000 Redevelopment Project No. 1-B, Pre-Refunded, 7.10%, 10/01/01 1,113,059
1,100,000 Redevelopment Project No. 1-B, Pre-Refunded, 7.20%, 10/01/02 1,211,870
1,135,000 Redevelopment Project No. 1-B, Pre-Refunded, 7.25%, 10/01/03 1,253,312
1,225,000 Redevelopment Project No. 1-B, Pre-Refunded, 7.30%, 10/01/04 1,355,805
21,000,000 Redevelopment Project No. 1-B, Pre-Refunded, 7.40%, 10/01/15 23,349,270
3,000,000 Simi Valley CDA, Commercial Mortgage Revenue, Sycamore Plaza II, 8.20%,
09/01/12 3,046,800
5,000,000 Simi Valley Public Financing Authority Revenue, Refunding, MBIA Insured,
5.75%, 09/01/23 4,525,550
Simi Valley SFRMR,
4,900,000 a,bSeries 1989-A, 7.625%, 08/01/22 1,470,000
1,900,000 Series 1990-A, 7.70%, 03/01/25 1,917,670
1,000,000 Snowline Joint USD, COP, 7.25%, 04/01/18 999,970
Solano County COP, Refunding,
2,000,000 Justice Facilities & Public Building Project, 5.875%, 10/01/05 1,930,240
2,765,000 MBIA Insured, 7.375%, 10/01/03 2,897,084
2,970,000 MBIA Insured, 7.375%, 10/01/04 3,110,392
4,210,000 Soledad RDA, Refunding, Tax Allocation, Soledad Redevelopment Project,
7.40%, 11/01/12 4,275,255
Sonoma County Office of Education, COP,
3,115,000 Refunding, Capital Financing Project, 5.625%, 07/01/20 2,632,923
1,745,000 Series 1990, Pre-Refunded, 7.375%, 07/01/20 1,956,878
South Coast Air Quality Management District Revenue, Building Corp.,
Installment Sale Headquarters,
5,280,000 Series 1992, 6.00%, 08/01/09 5,183,006
3,000,000 Series A, Pre-Refunded, 7.80%, 08/01/13 3,349,050
South Gate Public Finance Authority Revenue, Tax Allocation,
3,680,000 Series A-1, Pre-Refunded, 7.60%, 09/01/09 4,039,131
13,265,000 Series A-2, Pre-Refunded, 7.375%, 09/01/09 14,765,139
8,505,000 South Gate Redevelopment Project No. 1, AMBAC Insured, 5.875%,
09/01/24 7,817,796
15,600,000 South Orange County Public Financing Authority, Special Tax Revenue,
Refunding, Senior Lien, Series A, MBIA Insured, 6.00%, 09/01/18 14,803,620
South San Francisco, 1915 ACT,
1,090,000 Gateway AD No. ST-82-2, 8.00%, 09/02/96 1,119,103
1,175,000 Gateway AD No. ST-82-2, 8.00%, 09/02/97 1,216,125
1,260,000 Gateway AD No. ST-82-2, 8.00%, 09/02/98 1,304,100
1,335,000 Gateway AD No. ST-82-2, 8.00%, 09/02/99 1,381,725
1,455,000 Gateway AD No. ST-82-2, 8.00%, 09/02/00 1,505,925
1,570,000 Gateway AD No. ST-82-2, 8.00%, 09/02/01 1,624,950
1,675,000 Gateway AD No. ST-82-2, 8.00%, 09/02/02 1,733,625
1,560,000 South San Francisco Capital Improvements Financing Authority Revenue,
Conference Center Project, Pre-Refunded, 6.90%, 09/01/12 1,711,960
South Tahoe Joint Powers Financing Authority Revenue, Refunding, Tahoe
Redevelopment Project Area 1-A,
8,995,000 Series S, 6.90%, 10/01/13 8,540,033
30,130,000 Series S, 7.20%, 10/01/23 29,066,712
14,000,000 Southeast Resource Recovery Facilities Authority, Lease Revenue, Long Beach,
9.00%, 12/01/08 14,742,140
Southern California HFA, SFMR,
6,100,000 GNMA Secured, 7.625%, 10/01/22 6,374,866
6,525,000 GNMA Secured, 7.75%, 03/01/24 6,912,650
845,000 Series A, GNMA Secured, 6.75%, 09/01/22 864,376
1,250,000 Series B, GNMA Secured, 6.90%, 10/01/24 1,290,450
Southern California Public Power Authority Revenue,
10,000,000 Multi Purpose Projects, 6.75%, 07/01/13 10,223,500
3,790,000 Multi Purpose Projects, 6.00%, 07/01/18 3,484,829
6,395,000 Refunding, Hydroelectric-Hoover Uprating, 6.00%, 10/01/17 5,958,477
10,670,000 Refunding, Palo Verde Project, Pre-Refunded, 7.125%, 07/01/15 11,347,012
400,000 Refunding, Palo Verde Project, Series A, 6.875%, 07/01/15 405,240
600,000 Refunding, Palo Verde Project, Series A, Pre-Refunded, 6.875%,
07/01/15 635,592
24,130,000 Refunding, Palo Verde Project, Series B, 5.75%, 07/01/17 21,625,306
Southern California Public Power Authority Revenue,
33,470,000 Refunding, Transmision Project, Series B, FGIC Insured, 7.375%,
07/01/21 35,653,917
7,000,000 Refunding, Transmission Project, Series B, 5.50%, 07/01/23 5,973,450
2,465,000 Southern Transmission Project, 6.00%, 07/01/20 2,262,845
760,000 Southern Transmission Project, Pre-Refunded, 6.00%, 07/01/20 779,380
4,500,000 Sub-Crossover Refunding, Southern Trasmission Project, 5.50%,
07/01/20 3,875,670
4,000,000 Sub-Crossover Refunding, Southern Trasmission Project, 6.125%,
07/01/18 3,737,000
10,500,000 Transmission Project, FGIC Insured, 6.00%, 07/01/20 9,846,690
13,500,000 Sub-Crossover Refunding, Southern Trasmission Project, 5.75%,
07/01/21 11,943,315
3,400,000 Sub-Crossover Refunding, Southern Trasmission Project, MBIA Insured,
5.75%, 07/01/21 3,078,224
2,250,000 Southern Kern USD, COP, 7.10%, 09/01/17 2,227,185
1,390,000 Standard Elementary School District, COP, 7.375%, 06/01/11 1,415,673
26,000,000 Stanislaus County COP, Refunding, 7.55%, 04/01/18 26,315,120
3,500,000 Stanislaus Solid Waste & Energy Finance Authority Revenue, 7.30%, 01/01/99 3,634,365
a,bStockton 1915 ACT, Limited Obligation,
295,000 Weber/Sperry Ranch Project No. 88-1, 8.30%, 09/02/07 221,250
345,000 Weber/Sperry Ranch Project No. 88-1, 8.30%, 09/02/08 258,750
380,000 Weber/Sperry Ranch Project No. 88-1, 8.40%, 09/02/09 285,000
475,000 Weber/Sperry Ranch Project No. 88-1, 8.40%, 09/02/10 356,250
545,000 Weber/Sperry Ranch Project No. 88-1, 8.40%, 09/02/11 408,750
620,000 Weber/Sperry Ranch Project No. 88-1, 8.40%, 09/02/12 465,000
705,000 Weber/Sperry Ranch Project No. 88-1, 8.40%, 09/02/13 528,750
Stockton Central Parking District,
4,080,000 Project No. 86-1, Pre-Refunded, 8.00%, 09/01/01 4,290,242
5,700,000 Refunding, Series 1991, 7.90%, 08/01/11 5,756,430
2,250,000 Stockton COP, Water Enterprise Project, Series A, FSA Insured, 5.80%,
08/01/22 2,029,725
3,200,000 Stockton COP, Water Facility Project, Participation 1986, Pre-Refunded, 7.50%,
08/01/16 3,368,224
Stockton East Water District, COP,
20,000,000 Refunding, Series 1990-B, 6.40%, 04/01/22 19,669,600
19,000,000 Series 1990-A, AMBAC Insured, Pre-Refunded, 7.30%, 04/01/20 21,217,110
28,575,000 Series 1990-B, 7.45%, 04/01/05 31,436,786
12,000,000 Stockton Health Facilities Revenue, Refunding, Dameron Hospital Association,
Series 1988, 8.30%, 12/01/14 12,755,040
4,250,000 Stockton Hospital Revenue, St. Joseph Hospital, Series A, 6.70%, 06/01/15 4,193,432
2,250,000 Stockton Port District Revenue, Port Facilities Improvement, Series A, 8.10%,
01/01/14 2,436,278
8,000,000 Stockton Public Financing Authority, Special Tax, CFD No. 90-4, 8.50%,
09/01/16 8,694,400
Stockton, South Stockton Special Tax,
3,000,000 CFD No. 90-1, 8.10%, 09/01/09 3,162,780
5,400,000 CFD No. 90-1, 8.125%, 09/01/15 5,665,086
Stockton Special Tax,
455,000 CFD No. 1, Weston Ranch, 7.80%, 09/01/99 456,297
545,000 CFD No. 1, Weston Ranch, 7.85%, 09/01/00 546,548
635,000 CFD No. 1, Weston Ranch, 7.90%, 09/01/01 636,829
680,000 CFD No. 1, Weston Ranch, 7.95%, 09/01/02 681,952
625,000 CFD No. 1, Weston Ranch, 7.95%, 09/01/03 626,794
7,910,000 CFD No. 1, Weston Ranch, 8.00%, 09/01/09 7,755,676
11,890,000 CFD No. 1, Weston Ranch, 8.10%, 09/01/14 11,639,478
725,000 CFD No. 90-2, Series 002, 7.30%, 08/01/00 758,321
780,000 CFD No. 90-2, Series 002, 7.35%, 08/01/01 814,195
835,000 CFD No. 90-2, Series 002, 7.40%, 08/01/02 875,681
895,000 CFD No. 90-2, Series 002, 7.45%, 08/01/03 938,524
965,000 CFD No. 90-2, Series 002, 7.50%, 08/01/04 1,011,841
3,000,000 CFD No. 90-2, Series 002, 7.70%, 08/01/09 3,135,330
3,000,000 CFD No. 90-2, Series 006, 7.75%, 08/01/15 3,144,240
1,430,000 CFD No. 90-2, Series 305, Brookside, 8.50%, 08/01/09 1,554,267
2,710,000 CFD No. 90-2, Series 305, Brookside, 8.65%, 08/01/15 2,944,334
Suisun City COP,
2,205,000 Civic Center Financing Project, Pre-Refunded, 9.125%, 11/01/15 2,509,907
2,105,000 Refunding, Civic Center Project, 6.45%, 11/01/15 1,915,971
Suisun City RDA, Tax Allocation,
3,285,000 Refunding, Suisun City Redevelopment Project, MBIA Insured, 6.00%,
10/01/18 3,109,581
11,500,000 Refunding, Suisun City Redevelopment Project, MBIA Insured, 5.90%,
10/01/23 10,618,525
5,500,000 Suisun City Redevelopment Project, Pre-Refunded, 7.50%, 10/01/19 6,179,745
4,750,000 Suisun City Redevelopment Project, Pre-Refunded, 7.25%, 10/01/20 5,281,003
4,735,000 Sunnyvale Financing Authority Revenue, Utilities Waste Water Reuse & Sludge,
Series A, 6.30%, 10/01/12 4,645,130
1,000,000 Tahoe City PUD, COP, Capital Facilities Project, Series A, 6.25%, 06/01/13 905,110
2,500,000 Tehachapi COP, Series 1990, 8.20%, 11/01/20 2,708,750
3,000,000 Tehachapi Cummings County Water District, COP, Capital Improvement Project,
MBIA Insured, 6.30%, 08/01/14 2,933,310
2,325,000 Tehachapi USD, COP, Tompkins Elementary School Project, Pre-Refunded,
7.80%, 02/01/21 2,666,729
Temecula Valley USD,
1,250,000 Series D, FGIC Insured, 6.00%, 09/01/14 1,194,075
3,110,000 Series D, FGIC Insured, 6.125%, 09/01/19 2,985,289
Temecula Valley USD, COP,
1,185,000 Convertible, Capital Appreciation, Series A, FSA Insured, 7.25%,
09/01/25 1,187,121
3,760,000 Financing Project, 6.125%, 09/01/23 3,401,146
19,180,000 a,bTemecula Valley USD, Special Tax, CFD No. 89-3, 8.00%, 09/01/19 11,891,600
Thousand Oaks SFHMR,
430,000 GNMA Secured, 7.45%, 09/01/10 433,143
620,000 GNMA Secured, 7.55%, 09/01/15 629,746
1,720,000 GNMA Secured, 7.625%, 03/01/23 1,720,791
197,000 GNMA Secured, 8.00%, 09/01/23 261,518
Torrance Hospital Revenue, Refunding,
4,080,000 Little Co. of Mary Hospital, 6.875%, 07/01/15 4,059,314
2,000,000 Torrance Memorial Hospital Medical Center, 6.75%, 01/01/12 2,007,000
7,500,000 Torrance RDA, Refunding, Tax Allocation, Industrial Redevelopment Project,
7.75%, 09/01/13 7,945,050
Trabuco Canyon Public Financing Authority, Special Tax Revenue, Refunding,
13,775,000 Series A, FSA Insured, 6.00%, 10/01/10 13,335,302
13,220,000 Series A, FSA Insured, 6.10%, 10/01/15 12,735,751
3,040,000 Series C, FSA Insured, 6.00%, 07/01/12 2,936,762
5,215,000 Series C, FSA Insured, 6.10%, 10/01/19 5,008,851
Tracy Area Public Facilities Financing Agency, Special Tax, CFD No. 87-1,
6,100,000 Series A, 8.50%, 10/01/14 6,364,984
5,000,000 Series C, 7.80%, 10/01/16 5,076,800
2,050,000 Tracy COP, Public Facilities Corp., 8.30%, 03/01/18 2,130,914
Travis USD, COP,
320,000 Foxboro Elementary School Construction Project, 6.00%, 09/01/99 319,306
335,000 Foxboro Elementary School Construction Project, 6.10%, 09/01/00 333,338
355,000 Foxboro Elementary School Construction Project, 6.20%, 09/01/01 353,008
170,000 Foxboro Elementary School Construction Project, 6.30%, 09/01/02 168,944
405,000 Foxboro Elementary School Construction Project, 6.40%, 09/01/03 402,262
430,000 Foxboro Elementary School Construction Project, 6.50%, 09/01/04 426,874
455,000 Foxboro Elementary School Construction Project, 6.60%, 09/01/05 451,478
490,000 Foxboro Elementary School Construction Project, 6.70%, 09/01/06 486,002
3,670,000 Foxboro Elementary School Construction Project, 7.00%, 09/01/12 3,651,136
2,665,000 Tri-Cities Municipal Water District, COP, Special District Lease Program,
Series T, 6.55%, 12/01/17 2,563,543
6,895,000 Tri-City Hospital District Revenue, MBIA Insured, 7.50%, 02/01/17 7,558,713
52,055,000 Tri-Dam Power Authority Revenue, Refunding, Hydroelectric Sand Bar Project,
7.50%, 01/01/17 50,783,296
Trinity County Public Utilities District, COP, Electric District Facilities,
Refunding,
2,565,000 Series 1993, 6.60%, 04/01/11 2,475,225
4,000,000 Series 1993, 6.75%, 04/01/23 3,848,600
500,000 Truckee-Donner Public Utilities District, COP, Water System Improvement
Project, MBIA Insured, 6.75%, 11/15/21 510,505
1,100,000 Tulare County COP, Financing Project, Series B, 6.875%, 11/15/12 1,068,353
3,560,000 Ukiah Electric Revenue, Refunding, Series A, Pre-Refunded, 8.00%, 06/01/03 3,790,047
Union City Community RDAR, Tax Allocation, Community Redevelopment Project,
6,200,000 AMBAC Insured, 5.75%, 10/01/22 5,648,324
2,720,000 AMBAC Insured, 5.85%, 10/01/23 2,510,451
3,375,000 University of California, COP, Refunding, UCLA Central Chiller/Cogeneration
Project, 6.00%, 11/01/21 3,108,983
University of California Regents COP,
1,150,000 UCLA Central Chiller/Cogeneration Facilities, Pre-Refunded, 6.70%,
11/01/05 1,249,015
1,000,000 UCLA Central Chiller/Cogeneration Facilities, Pre-Refunded, 6.75%,
11/01/06 1,088,300
1,400,000 UCLA Central Chiller/Cogeneration Facilities, Pre-Refunded, 6.75%,
11/01/07 1,523,620
1,000,000 UCLA Central Chiller/Cogeneration Facilities, Pre-Refunded, 7.00%,
11/01/13 1,099,340
3,875,000 UCLA Central Chiller/Cogeneration Facilities, Pre-Refunded, 7.00%,
11/01/15 4,259,943
15,945,000 UCLA Central Chiller/Cogeneration Facilities, Pre-Refunded, 7.00%,
11/01/18 17,528,976
40,920,000 UCLA Central Chiller/Cogeneration Facilities, Pre-Refunded, 7.00%,
11/01/21 44,984,993
University of California Revenues,
6,485,000 Multi Purpose Projects, Series 1989-B, AMBAC Insured, Pre-Refunded, 6.90%,
09/01/11 7,101,140
5,820,000 Multi Purpose Projects, Series 1989-B, AMBAC Insured, Pre-Refunded, 6.90%,
09/01/12 6,372,958
9,750,000 Multi Purpose Projects, Series 1989-B, AMBAC Insured, Pre-Refunded, 6.75%,
09/01/23 10,613,655
5,975,000 Multi Purpose Projects, Series 1994-D, MBIA Insured, 6.30%, 09/01/15 5,892,605
7,540,000 Multi Purpose Projects, Series 1994-D, MBIA Insured, 6.375%, 09/01/19 7,488,200
36,545,000 Multi Purpose Projects, Series 1994-D, MBIA Insured, 6.375%, 09/01/24 36,276,394
73,300,000 Refunding, Multi Purpose Projects, Series A, Pre-Refunded, 6.875%,
09/01/16 81,135,770
5,750,000 Seismic Safety Project, Pre-Refunded, 7.30%, 09/01/20 6,318,560
4,925,000 Series A, 5.70%, 09/01/14 4,372,760
3,115,000 Series A, 5.75%, 09/01/18 2,737,680
6,355,000 UCLA Medical Center, Pre-Refunded, 7.30%, 12/01/20 6,999,651
6,500,000 Upland Hospital Revenue, COP, San Antonio Community Hospital, Pre-Refunded, 7.80%
01/01/18 7,278,115
4,440,000 Upland Housing Authority Revenue, Series 1990, Issue A, 7.85%, 07/01/20 4,613,515
Upland Public Financing Authority Revenue, Refunding, Agency Loan,
2,500,000 Series B, 8.10%, 12/01/08 2,675,950
10,645,000 Series B, 8.25%, 12/01/15 11,451,252
12,925,000 Vacaville COP, 9.40%, 10/01/15 14,440,973
75,880,000 Vacaville Public Financing Authority Revenue, Local Agency, 8.65%, 09/02/18 78,488,754
5,400,000 Vacaville Public Financing Authority Revenue, Tax Allocation, Vacaville
Redevelopment Project, Pre-Refunded, 8.25%, 09/01/13 5,995,566
Vacaville Special Tax, Nut Tree, CFD No. 2,
1,885,000 Series A, 8.25%, 09/01/10 1,918,553
1,000,000 Series A, 8.20%, 09/01/15 1,014,910
Val Verde School District, Special Tax,
2,855,000 CFD No. 87-1, 8.30%, 10/01/08 2,946,160
7,760,000 CFD No. 87-1, 8.375%, 10/01/13 8,022,986
Val Verde USD, COP,
7,315,000 Thomas Rivera Middle School, 6.50%, 06/01/22 7,212,590
2,785,000 Vista Verde Project, 6.95%, 06/01/21 2,789,150
Val Verde USD, COP, Solano County Fairgrounds Drive, AD No. 65,
255,000 Phase I, 7.90%, 09/02/99 263,826
275,000 Phase I, 8.00%, 09/02/00 284,625
295,000 Phase I, 8.05%, 09/02/01 305,384
320,000 Phase I, 8.05%, 09/02/02 331,264
340,000 Phase I, 8.10%, 09/02/03 352,033
370,000 Phase I, 8.10%, 09/02/04 383,094
400,000 Phase I, 8.15%, 09/02/05 414,236
430,000 Phase I, 8.15%, 09/02/06 445,304
465,000 Phase I, 8.15%, 09/02/07 481,549
505,000 Phase I, 8.20%, 09/02/08 523,069
545,000 Phase I, 8.20%, 09/02/09 564,500
590,000 Phase I, 8.20%, 09/02/10 611,110
640,000 Phase I, 8.20%, 09/02/11 662,899
2,520,000 Vallejo Housing Authority Revenue, MF, First Nationwide Savings Program, 9.00%,
12/01/97 2,551,626
2,485,000 Vallejo RDA, Tax Allocation, Waterfront Redevelopment Project, 7.90%,
05/01/19 2,562,805
6,000,000 Vallejo Revenue, Golf Course Project, Series A, 7.90%, 06/01/17 6,291,900
Vallejo USD, Special Tax Revenue,
2,300,000 CFD No. 2, 7.75%, 09/01/15 2,341,377
5,100,000 CFD No. 2, 8.125%, 09/01/16 5,314,506
5,100,000 Victor Valley UHSD, COP, 7.875%, 11/01/12 5,473,269
Victorville RDA, Tax Allocation,
1,200,000 Bear Valley Road Redevelopment Project, Pre-Refunded, 7.50%,
11/01/06 1,370,436
2,000,000 Bear Valley Road Redevelopment Project, Pre-Refunded, 7.50%,
11/01/16 2,284,060
2,405,000 Refunding, Bear Valley Road Redevelopment Project, Series A,
FSA Insured, 6.125%, 09/01/19 2,299,974
3,245,000 Refunding, Bear Valley Road Redevelopment Project, Series A,
FSA Insured, 6.125%, 09/01/24 3,072,950
8,000,000 Victorville Special Tax, CFD No. 90-1, Series A, 8.30%, 09/01/16 7,935,120
Vista Joint Powers Financing Authority Revenue,
4,000,000 Series A, 7.45%, 01/01/09 4,206,240
9,100,000 Series A, 7.50%, 01/01/16 9,611,056
3,675,000 Series A, 7.625%, 02/01/20 3,866,063
Walnut Creek COP,
17,340,000 John Muir Medical Center, MBIA Insured, Pre-Refunded, 7.375%,
02/01/20 19,377,277
1,035,000 Refunding, John Muir Medical Center, MBIA Insured, 5.00%, 02/15/08 906,111
660,000 Walnut Improvement Agency, RMR, Series A, 10.25%, 05/01/17 670,415
Walnut Improvement Agency, Tax Allocation, Walnut Improvement Project,
1,665,000 Series A, 8.00%, 09/01/18 1,767,914
9,135,000 Series A, Pre-Refunded, 8.00%, 09/01/18 10,269,384
8,285,000 Walnut Public Financing Authority Revenue, Refunding, Tax Allocation,
Improvement Project, MBIA Insured, 6.50%, 09/01/22 8,314,246
1,745,000 Watsonville RDA, Toll Allocation, Watsonville Redevelopment Project, 6.30%,
08/01/06 1,698,112
West Basin Municipal Water District, COP,
6,750,000 Water Reclamation Project, AMBAC Insured, Pre-Refunded, 6.85%,
08/01/16 7,420,208
14,750,000 Water Reclamation Project, Pre-Refunded, 7.00%, 08/01/11 16,285,328
7,200,000 West & Center Basin Financing Authority Revenue, AMBAC Insured, 6.125%,
08/01/22 6,871,608
7,750,000 West Covina COP, Refunding, Civic Center Complex, 6.875%, 09/01/14 7,898,800
23,000,000 West Covina RDA, Special Tax, CFD No. 1, 7.80%, 09/01/22 23,599,610
145,000 West Covina SFMR, 10.50%, 12/01/15 147,187
West Sacramento 1915 ACT,
360,000 Raleys Landing AD, 7.90%, 09/02/08 372,460
630,000 Raleys Landing AD, 7.95%, 09/02/09 651,930
835,000 Raleys Landing AD, 7.95%, 09/02/10 864,066
900,000 Raleys Landing AD, 7.95%, 09/02/11 931,329
970,000 Raleys Landing AD, 7.95%, 09/02/12 1,003,766
1,045,000 Raleys Landing AD, 7.95%, 09/02/13 1,081,376
15,550,000 West Sacramento Financing Authority Revenue, MBIA Insured, 6.25%, 09/01/24 15,019,123
6,455,000 Westminster RDAR, Refunding, Tax Allocation, Commercial Redevelopment
Project No. 1, Series A, 7.30%, 08/01/21 6,567,123
5,550,000 Whittier Educational Facilities Revenue, Whittier College, Series A, Pre-Refunded
7.00%, 12/01/09 5,836,658
5,095,000 Whittier Special Tax, CFD No. 89-1, 7.75%, 09/01/19 5,187,474
William S. Hart Union High School District, Special Tax,
1,210,000 CFD No. 87-1, 7.75%, 09/01/14 1,208,391
3,225,000 CFD No. 87-1, 8.10%, 09/01/18 3,232,321
3,000,000 Wilsona USD, COP, Ameri-Cal Improvement Corp., 8.50%, 06/01/07 3,172,680
2,895,000 Woodland ID, East Main St., Series 90-1, 7.90%, 09/02/15 2,997,078
Yucaipa Public Finance Authority Revenue, Public Improvement,
19,680,000 Series 1991, 7.50%, 09/02/01 19,895,890
21,990,000 Series 1991, 7.75%, 09/02/06 22,303,797
14,775,000 Yucaipa-Sweetwater School Facilities Financing Authority Revenue,
Special Tax,
Sweetwater Project, 8.00%, 09/01/15 14,824,349
---------------
Total Bonds (Cost $12,049,262,313) 12,431,147,896
---------------
dZero Coupon/Step-up Bonds 3.7%
Adelanto Improvement Agency, Refunding, Tax Allocation,
900,000 Series B, FGIC Insured, (original accretion rate 4.50%), 12/01/95 855,288
840,000 Series B, FGIC Insured, (original accretion rate 4.90%), 12/01/96 759,671
115,000 Series B, FGIC Insured, (original accretion rate 5.70%), 12/01/99 87,709
155,000 Series B, FGIC Insured, (original accretion rate 5.90%), 12/01/00 111,155
145,000 Series B, FGIC Insured, (original accretion rate 6.10%), 12/01/01 97,489
175,000 Series B, FGIC Insured, (original accretion rate 6.20%), 12/01/02 110,427
235,000 Series B, FGIC Insured, (original accretion rate 6.25%), 12/01/03 138,901
290,000 Series B, FGIC Insured, (original accretion rate 6.30%), 12/01/04 160,248
370,000 Series B, FGIC Insured, (original accretion rate 6.40%), 12/01/05 190,772
270,000 Series B, FGIC Insured, (original accretion rate 6.45%), 12/01/06 129,646
465,000 Series B, FGIC Insured, (original accretion rate 6.50%), 12/01/07 207,530
540,000 Series B, FGIC Insured, (original accretion rate 6.60%), 12/01/08 225,115
540,000 Series B, FGIC Insured, (original accretion rate 6.70%), 12/01/09 208,834
2,965,000 Auburn Union School District, COP, Land Acquisition Program, Series A,
FSA Insured, zero coupon to 09/01/00, (original accretion rate 7.00%),
7.00% thereafter, 09/01/28 1,968,641
245,000 Azusa RDA, SFRMR, Series A, GNMA Secured, zero coupon to 12/01/94,
(original accretion rate 9.875%), 9.875% thereafter, 12/01/18 247,242
Baldwin Park RDA, Refunding, Tax Allocation, San Gabriel,
540,000 Series A, Pre-Refunded, (original accretion rate 7.50%), 02/01/99 433,766
550,000 Series A, Pre-Refunded, (original accretion rate 7.60%), 02/01/00 409,249
560,000 Series A, Pre-Refunded, (original accretion rate 7.70%), 02/01/01 385,252
565,000 Series A, Pre-Refunded, (original accretion rate 7.75%), 02/01/02 359,396
570,000 Series A, Pre-Refunded, (original accretion rate 7.80%), 02/01/03 335,194
575,000 Series A, Pre-Refunded, (original accretion rate 7.85%), 02/01/04 312,173
585,000 Series A, Pre-Refunded, (original accretion rate 7.90%), 02/01/05 292,939
Burton Elementary School District, COP, Loan Acquisition,
Capital Appreciation,
830,000 Series A, FSA Insured, zero coupon to 09/01/98, (original accretion rate
6.60%), 6.60% thereafter, 09/01/27 651,608
985,000 Series B, FSA Insured, zero coupon to 09/01/00, (original accretion rate
6.60%), 6.60% thereafter, 09/01/27 679,561
13,970,000 California Health Facilities Financing Authority Revenue, Kaiser Permanente,
Series A, (original accretion rate 7.15%), 10/01/11 4,584,116
California HFAR,
970,000 Capital Appreciation, Home Mortgage, Series 1985-A, (original accretion
rate 10.989%), 08/01/16 93,945
54,765,000 Capital Appreciation, Home Mortgage, Series 1990-A, (original accretion
rate 7.90%), 08/01/23 6,116,155
37,580,000 Home Mortgage, Series 1991-C, (original accretion rate 7.80%),
08/01/21 4,885,776
9,580,000 Home Ownership Mortgage, Series 1985-A, zero coupon to 08/01/98,
(original accretion rate 9.875%), 9.875% thereafter, 08/01/17 6,631,084
California Public School District, Financing Authority, Lease Revenue,
Los Banos School,
1,980,000 Series A, FSA Insured, zero coupon to 10/01/00, (original accretion rate
6.20%), 6.20% thereafter, 10/01/23 1,309,295
10,035,000 Series B, FSA Insured, zero coupon to 10/01/00, (original accretion rate
6.20%), 6.20% thereafter, 10/01/23 6,635,744
California State, GO,
7,500,000 Principal Eagles II, Series 3, (original accretion rate 7.15%), 03/01/09 2,960,625
10,000,000 Principal Eagles II, Series 4, (original accretion rate 6.50%), 06/01/06 4,954,400
5,000,000 Principal Eagles II, Series 6, (original accretion rate 6.50%), 03/01/09 1,973,750
9,000,000 Principal M-Raes, Series 8, (original accretion rate 7.20%), 04/01/09 3,533,760
California Statewide CDA Revenue, COP, Refunding, Insured Hospital,
6,450,000 Triad Health Care, (original accretion rate 7.00%), 08/01/09 2,290,782
6,745,000 Triad Health Care, (original accretion rate 7.00%), 08/01/10 2,216,879
3,115,000 Triad Health Care, (original accretion rate 7.00%), 08/01/11 954,280
10,035,000 Center USD, COP, School Building Program, FSA Insured, zero coupon to
01/01/99, (original accretion rate 6.00%), 6.00% thereafter, 01/01/24 7,208,442
Chino USD, COP, Land Acquisition,
2,250,000 Series A, FSA Insured, zero coupon to 09/01/99, (original accretion rate
6.60%), 6.60% thereafter, 09/01/14 1,600,155
11,855,000 Series A, FSA Insured, zero coupon to 09/01/99, (original accretion rate
6.70%), 6.70% thereafter, 09/01/29 8,346,039
2,810,000 Series B, FSA Insured, zero coupon to 09/01/02, (original accretion rate
6.60%), 6.60% thereafter, 09/01/14 1,640,253
8,485,000 Series B, FSA Insured, zero coupon to 09/01/02, (original accretion rate
6.70%), 6.70% thereafter, 09/01/29 4,882,693
7,980,000 Series D, BIG Insured, zero coupon to 09/01/95, (original accretion rate
7.45%), 7.45% thereafter, 09/01/24 7,530,247
525,000 Series E, BIG Insured, zero coupon to 09/01/96, (original accretion rate
7.50%), 7.50% thereafter, 09/01/24 464,489
6,810,000 Contra Costa County, COP, Merrithew Memorial Hospital, (original accretion rate
7.05%), 11/01/15 1,654,558
Contra Costa County Home Mortgage Finance Authority, HMR,
5,890,000 MBIA Insured, Pre-Refunded, (original accretion rate 7.05%), 09/01/17 892,394
6,275,000 MBIA Insured, Pre-Refunded, (original accretion rate 7.10%), 09/01/17 1,069,950
7,135,000 MBIA Insured, Pre-Refunded, (original accretion rate 7.10%), 09/01/17 1,165,859
7,700,000 MBIA Insured, Pre-Refunded, (original accretion rate 7.10%), 09/01/17 1,280,587
8,095,000 MBIA Insured, Pre-Refunded, (original accretion rate 7.10%), 09/01/17 1,266,382
8,615,000 MBIA Insured, Pre-Refunded, (original accretion rate 7.10%), 09/01/17 1,372,714
9,635,000 MBIA Insured, Pre-Refunded, (original accretion rate 7.10%), 09/01/17 1,469,530
10,770,000 MBIA Insured, Pre-Refunded, (original accretion rate 7.05%), 09/01/17 1,589,760
Contra Costa School Financing Authority Revenue, Capital Appreciation,
1,785,000 Antioch USD Community, Series B, (original accretion rate 7.30%),
09/01/07 729,333
1,000,000 Vista USD, Series A, FSA Insured, Pre-Refunded, (original accretion
rate 6.50%), 09/01/03 620,860
3,820,000 Vista USD, Series A, FSA Insured, Pre-Refunded, (original accretion
rate 7.00%), 09/01/17 900,794
Fairfield-Suisun USD, Special Tax,
445,000 CFD No. 1, (original accretion rate 9.25%), 06/01/97 378,615
415,000 CFD No. 1, Series A, (original accretion rate 9.00%), 06/01/96 376,791
4,325,000 CFD No. 1, zero coupon to 12/01/97, (original accretion rate 10.50%),
10.50% thereafter, 12/01/23 3,720,711
840,000 Fontana RDA, SFRMR, AMBAC Insured, zero coupon to 12/01/96, (original
accretion rate 9.50%), 9.50% thereafter, 06/01/18 703,618
7,175,000 Grossmont UHSD, COP, Capital Appreciation, FSA Insured, zero coupon to
09/01/96, (original accretion rate 7.375%), 7.375% thereafter, 09/01/25 6,238,232
12,135,000 Kern County Housing Authority, RRMR, Series 1985-A, (original accretion rate
10.875%), 03/01/17 1,178,066
26,750,000 Los Angeles Convention & Exhibition Center Authority, COP, Series 1985,
ETM 12/01/05, (original accretion rate 6.85%), 12/01/05 14,063,813
Los Angeles County Transportation Commission Sales Tax Revenue, Refunding,
Capital Appreciation,
4,895,000 Series A, (original accretion rate 7.25%), 07/01/03 2,916,294
4,895,000 Series A, MBIA Insured, (original accretion rate 7.30%), 07/01/04 2,692,935
3,900,000 Los Angeles HMR, Series 1986-A, GNMA Secured, (original accretion rate
8.50%), 08/25/16 646,815
38,500,000 Monterey Park CRDA, Tax Allocation Project No. 1, Pre-Refunded, (original
accretion rate 8.20%), 5/01/14 9,308,915
Moreno Valley USD, COP, Land Acquisition,
250,000 Series E, FSA Insured, zero coupon to 09/01/96, (original accretion rate
6.70%), 6.70% thereafter, 09/01/11 222,338
2,895,000 Series E, FSA Insured, zero coupon to 09/01/96, (original accretion rate
6.75%), 6.75% thereafter, 09/01/27 2,582,514
7,680,000 Series F, FSA Insured, zero coupon to 09/01/98, (original accretion rate
6.75%), 6.75% thereafter, 09/01/27 6,005,453
Orange County COP,
3,280,000 Juvenile Justice Center Project, Pre-Refunded, (original accretion rate
7.50%), 06/01/01 2,330,604
3,280,000 Juvenile Justice Center Project, Pre-Refunded, (original accretion rate
7.55%), 06/01/02 2,162,045
3,280,000 Juvenile Justice Center Project, Pre-Refunded, (original accretion rate
7.60%), 06/01/03 2,003,719
3,280,000 Juvenile Justice Center Project, Pre-Refunded, (original accretion rate
7.60%), 06/01/04 1,859,694
4,715,000 Juvenile Justice Center Project, Pre-Refunded, (original accretion rate
7.70%), 06/01/10 1,690,752
4,715,000 Juvenile Justice Center Project, Pre-Refunded, (original accretion rate
7.70%), 06/01/11 1,567,690
4,715,000 Juvenile Justice Center Project, Pre-Refunded, (original accretion rate
7.70%), 06/01/12 1,453,635
Paramount USD, COP, Land Acquisition,
2,500,000 Series B, FSA Insured, zero coupon to 09/01/01, (original accretion rate
6.85%), 6.85% thereafter, 09/01/14 1,556,475
11,300,000 Series B, FSA Insured, zero coupon to 09/01/01, (original accretion rate
7.00%), 7.00% thereafter, 09/01/29 6,949,952
4,090,000 Pasadena Special Tax, CFD No. 1, Civic Center West, (original accretion rate
7.70%), 12/01/17 747,039
17,225,000 Perris SFMR, Series A, GNMA Secured, ETM 06/01/23, (original accretion rate
8.705%), 06/01/23 2,466,448
510,000 Placer Hills Union Elementary School District, COP, Series B, zero coupon to
03/01/00, (original accretion rate 7.125%), 7.125% thereafter, 03/01/09 332,831
2,095,000 Placer Union High School District, COP, Series A, zero coupon to 03/01/00,
(original accretion rate 7.125%), 7.125% thereafter, 03/01/19 1,349,431
Port of Oakland, Revenue,
10,000,000 Series A, BIG Insured, (original accretion rate 7.70%), 11/01/19 1,654,200
36,000,000 Series B, BIG Insured, (original accretion rate 7.45%), 11/01/19 6,163,200
1,350,000 Porterville Union High School District, COP, Convertible,
Capital Appreciation, Land Acquisition, Series A, FSA Insured,
zero coupon to 09/01/97, (original
accretion rate 6.60%), 6.60% thereafter, 09/01/27 1,123,578
Rancho Water District Financing Authority Revenue,
1,250,000 AMBAC Insured, (original accretion rate 6.80%), 08/15/08 527,825
1,250,000 AMBAC Insured, (original accretion rate 6.80%), 08/15/09 491,713
8,605,000 AMBAC Insured, (original accretion rate 6.90%), 08/15/16 2,068,470
13,605,000 AMBAC Insured, (original accretion rate 6.90%), 08/15/17 3,063,846
13,605,000 AMBAC Insured, (original accretion rate 6.90%), 08/15/18 2,857,186
Redlands USD, COP,
750,000 Series A, FSA Insured, zero coupon to 09/01/96, (original accretion rate
6.15%), 6.15% thereafter, 09/01/11 660,030
4,310,000 Series A, FSA Insured, zero coupon to 09/01/96, (original accretion rate
6.25%), 6.25% thereafter, 09/01/27 3,741,080
Rialto USD, COP, Land Acquisition, Convertible, Capital Appreciation,
1,855,000 Series A, FSA Insured, zero coupon to 09/01/98, (original accretion rate
6.60%), 6.60% thereafter, 09/01/11 1,436,419
6,665,000 Series A, FSA Insured, zero coupon to 09/01/98, (original accretion rate
6.70%), 6.70% thereafter, 09/01/27 5,137,382
1,440,000 Series B, FSA Insured, zero coupon to 09/01/00, (original accretion rate
6.60%), 6.60% thereafter, 09/01/11 979,056
5,095,000 Series B, FSA Insured, zero coupon to 09/01/00, (original accretion rate
6.70%), 6.70% thereafter, 09/01/27 3,441,163
1,250,000 Riverside County Board of Education, COP, Financing Projects, Series A,
(original accretion rate 6.75%), 11/01/05 607,975
Riverside County SFMR,
20,220,000 Series 1987-A, GNMA Secured, ETM 09/01/14, (original accretion rate
8.50%), 09/01/14 5,553,625
25,055,000 Series 1988-A, GNMA Secured, ETM 05/01/13, (original accretion rate
8.55%), 11/01/20 4,329,253
26,160,000 Series 1988-B, GNMA Secured, ETM 12/01/13, (original accretion rate
8.75%), 06/01/23 3,851,275
5,555,000 Riverside USD, COP, Series B, FSA Insured, zero coupon to 09/01/98, (original
accretion rate 7.375%), 7.375% thereafter, 09/01/26 4,120,477
Rocklin USD,
3,660,000 Series A, FGIC Insured, (original accretion rate 7.10%), 09/01/08 1,530,868
4,100,000 Series A, FGIC Insured, (original accretion rate 7.10%), 09/01/09 1,589,857
4,595,000 Series A, FGIC Insured, (original accretion rate 7.10%), 09/01/10 1,661,782
5,145,000 Series A, FGIC Insured, (original accretion rate 7.10%), 09/01/11 1,731,190
5,760,000 Series A, FGIC Insured, (original accretion rate 7.10%), 09/01/12 1,801,440
33,960,000 Series A, FGIC Insured, (original accretion rate 7.10%), 09/01/16 8,019,654
Roseville City School District,
3,115,000 Series A, (original accretion rate 6.50%), 08/01/11 1,045,238
30,770,000 Series A, (original accretion rate 6.60%), 08/01/17 6,765,400
Roseville Joint Union High School District,
1,820,000 Series A, (original accretion rate 6.50%), 08/01/10 651,669
1,965,000 Series A, (original accretion rate 6.50%), 08/01/11 659,356
18,155,000 Series A, (original accretion rate 6.60%), 08/01/17 3,991,740
San Bernardino County COP,
3,270,000 West Valley Detention Center Project, Pre-Refunded, (original accretion
rate 7.30%), 11/01/00 2,372,974
3,270,000 West Valley Detention Center Project, Pre-Refunded, (original accretion
rate 7.35%), 11/01/01 2,205,615
3,170,000 West Valley Detention Center Project, Pre-Refunded, (original accretion
rate 7.40%), 11/01/02 1,985,434
3,250,000 West Valley Detention Center Project, Pre-Refunded, (original accretion
rate 7.45%), 11/01/03 1,888,315
3,135,000 West Valley Detention Center Project, Pre-Refunded, (original accretion
rate 7.50%), 11/01/04 1,688,135
8,195,000 San Dieguito Union High School District, COP, Junior High School Project,
Series A, FSA Insured, zero coupon to 04/01/00,
(original accretion rate 5.95%),
5.95% thereafter, 04/01/23 5,816,729
San Francisco City & County RDA Lease Revenue, George R. Moscone Center,
12,820,000 Capital Appreciation, (original accretion rate 6.90%), 07/01/05 6,438,845
11,320,000 Capital Appreciation, (original accretion rate 6.95%), 07/01/06 5,271,950
4,570,000 Capital Appreciation, (original accretion rate 6.95%), 07/01/07 1,969,716
7,785,000 Capital Appreciation, (original accretion rate 6.95%), 07/01/08 3,099,364
16,300,000 Capital Appreciation, (original accretion rate 8.50%), 07/01/16 3,708,576
16,300,000 Capital Appreciation, (original accretion rate 8.50%), 07/01/17 3,266,194
16,300,000 Capital Appreciation, (original accretion rate 8.50%), 07/01/18 2,917,537
46,000,000 Capital Appreciation, zero coupon to 07/01/02, (original accretion rate
8.50%), 8.50% thereafter, 07/01/14 32,021,980
6,540,000 San Francisco City & County SFMR, Series 1985, (original accretion rate
10.375%), 10/01/18 576,763
1,590,000 San Jacinto USD, COP, Series 1991-B, FSA Insured, zero coupon to 09/01/96,
(original accretion rate 9.24%), 6.75% thereafter, 09/01/26 1,431,588
San Joaquin Hills Transportation Corridor Agency, Toll Road Revenue,
33,545,000 Senior Lien, (original accretion rate 7.75%), 01/01/28 2,857,363
37,050,000 Senior Lien, (original accretion rate 7.75%), 01/01/29 2,930,655
21,585,000 Senior Lien, zero coupon to 01/01/02, (original accretion rate 7.50%),
7.50% thereafter, 01/01/09 12,989,205
20,935,000 Senior Lien, zero coupon to 01/01/02, (original accretion rate 7.60%),
7.60% thereafter, 01/01/11 12,524,154
25,215,000 Senior Lien, zero coupon to 01/01/02, (original accretion rate 7.65%),
7.65% thereafter, 01/01/12 15,031,670
27,350,000 Senior Lien, zero coupon to 01/01/02, (original accretion rate 7.65%),
7.65% thereafter, 01/01/13 16,304,429
7,470,000 Senior Lien, zero coupon to 01/01/02, (original accretion rate 7.70%),
7.70% thereafter, 01/01/14 4,437,553
60,155,000 Senior Lien, zero coupon to 01/01/02, (original accretion rate 7.70%),
7.70% thereafter, 01/01/15 35,735,078
305,000 Santa Ana HMR, Series 1985-A, FGIC Insured, zero coupon to 06/01/98,
(original accretion rate 9.50%), 9.50% thereafter, 06/01/12 217,355
26,375,000 Santa Cruz County Housing Authority, MFHR, Dominican Oaks, Series 1987,
GNMA Secured, (original accretion rate 9.00%), 06/20/29 1,274,176
2,120,000 Simi Valley SFRMR, Series 1990-A, (original accretion rate 8.00%), 09/01/25 187,790
Southern California Public Power Authority Revenue, Refunding,
12,000,000 Series A, AMBAC Insured, (original accretion rate 7.25%), 07/01/11 4,154,760
16,890,000 Series A, AMBAC Insured, (original accretion rate 7.25%), 07/01/12 5,441,620
16,000,000 Series A, AMBAC Insured, (original accretion rate 7.25%), 07/01/13 4,792,320
103,885,000 Stockton East Water District, COP, Refunding, Series 1990-A, AMBAC Insured,
(original accretion rate 7.00%), 04/01/16 23,158,044
3,410,000 Temecula Valley USD, COP, Convertible, Capital Appreciation, Series B,
FSA Insured, zero coupon to 09/01/96, (
original accretion rate 7.375%), 7.375%
thereafter, 09/01/25 2,972,429
8,380,000 Vista USD, COP, MBIA Insured, Pre-Refunded, (original accretion rate 7.25%),
09/01/11 2,640,957
--------------
Total Zero Coupon/Step-up Bonds (Cost $459,763,692) 487,254,081
--------------
Total Long Term Investments (Cost $12,509,026,005) 12,918,401,977
--------------
Short Term Investments .2%
Adelanto Improvement Agency, Tax Allocation,
120,000 Adelanto Improvement Project, 8.25%, 08/01/95 123,040
415,000 Adelanto Improvement Project, 8.00%, 08/01/95 424,694
720,000 Refunding, Series B, FGIC Insured, (original accretion rate 4.00%),
0.00%, 12/01/94 715,939
285,000 Alameda COP, 4.00%, 04/01/95 284,521
California State RAN, Warrants,
4,000,000 Series A, 3.75%, 12/21/94 4,002,440
4,200,000 Series A, 5.00%, 06/28/95 4,228,812
10,000,000 Corona RDA, Sales & Use Tax Revenue Notes, Series G, ETM 11/01/94, 7.50%,
11/01/94 10,027,200
390,000 Fairfield-Suisun USD, Special Tax, CFD No. 1, Series A,
(original accretion rate
8.75%), 0.00%, 06/01/95 376,030
210,000 Fresno County COP, American Avenue Landfill Project, 7.20%, 11/01/94 210,370
255,000 Irwindale IDR, B & B Partnership Project, 9.00%, 12/01/94 254,880
2,500,000 Orange County Purchaser Certificates, Master Lease, Series 1990, 7.00%,
09/01/95 2,544,625
65,000 San Ramon COP, San Ramon Capital Improvement Projects, Series 1993,
4.00%, 03/01/95 64,758
110,000 San Ramon Public Finance Authority, Tax Allocation, Series A, ETM 02/01/95,
6.90%, 02/01/95 110,738
210,000 San Ramon Valley Fire Protection District, COP, Refunding, Financing Corp.,
4.00%, 07/01/95 208,507
--------------
Total Short Term Investments (Cost $23,844,671) 23,576,554
--------------
Total Investments (Cost $12,532,870,676) 98.5% 12,941,978,531
Other Assets and Liabilities, Net, 1.5% 200,215,019
--------------
Net Assets 100.0% $13,142,193,550
===============
At September 30, 1994, the net unrealized appreciation based
on the cost of investments for income tax purposes
of $12,533,057,387 was as follows:
Aggregate gross unrealized appreciation for
all investments in which there
was an excess of value over tax cost $ 616,465,858
Aggregate gross unrealized depreciation for
all investments in which there
was an excess of tax cost over value (207,544,714)
--------------
Net unrealized appreciation $ 408,921,144
===============
PORTFOLIO ABBREVIATIONS:
1915 ACT - Improvement Bond Act of 1915
ABAG - The Association of Bay Area Governments
AD - Assessment District
AMBAC - American Municipal Bond Assurance Corp.
BIG - Bond Investors Guaranty Insurance Co.
CDA - Community Development Agency/Authority
CFD - Community Facilities District
CGIC - Capital Guaranty Insurance Co.
COP - Certificate of Participation
CRDA - Community Redevelopment Agency/Authority
CSAC - County Supervisors Association
of California
EDR - Economic Development Revenue
ETM - Escrow to Maturity
FGIC - Financial Guaranty Insurance Corp.
FHA - Federal Housing Agency/Authority
FSA - Financial Security Assistance
GNMA - Government National Mortgage Association
GO - General Obligation
HFA - Housing Finance Agency/Authority
HFAR - Housing Finance Agency Revenue
HFR - Home Financial Revenue
HMR - Home Mortgage Revenue
ID - Improvement District
IDA - Industrial Development Agency/Authority
IDBI - Industrial Development Bond Insurance
IDR - Industrial Development Revenue
MBIA - Municipal Bond Investors Assurance Corp.
MBS - Mortgage-Backed Securities
MF - Multi-Family
MFHR - Multi-Family Housing Revenue
MFMR - Multi-Family Mortgage Revenue
MFR - Multi-Family Revenue
MUD - Municipal Utility District
PBA - Public Building Authority
PCFA - Pollution Control Financing Authority
PCR - Pollution Control Revenue
RAN - Revenue Anticipation Notes
RAWS - Revenue Anticipation Warrants
RDA - Redevelopment Agency
RDAR - Redevelopment Agency Revenue
RMR - Residential Mortgage Revenue
RRMR - Residential Rental Mortgage Revenue
SF - Single Family
SFHMR - Single Family Home Mortgage Revenue
SFMR - Single Family Mortgage Revenue
SFR - Single Family Revenue
SFRMR - Single Family Residential Mortgage Revenue
UHSD - Unified High School District
USD - Unified School District
USF & G - United States Fidelity & Guaranty Co.
aNon-income producing.
bSee Note 6 regarding defaulted securities.
cSee Note 1 regarding securities purchased on a when-issued basis.
dZero Coupon/Step-up bonds. The current effective yield may vary.
The original accretion rate by security will remain constant.
eSee Note 1a regarding Board of Directors priced securities.
<CAPTION>
Statement of Assets and Liabilities
September 30, 1994 (unaudited)
<S> <C>
Assets:
Investment in securities, at value
(identified cost $12,532,870,676) $12,941,978,531
Cash 18,138,945
Receivables:
Interest 219,089,769
Investment securities sold 44,228,711
Capital shares sold 15,367,978
---------------
Total assets 13,238,803,934
---------------
Liabilities:
Payables:
Investment securities purchased:
Regular delivery 27,871,429
When-issued basis (Note 1) 53,922,583
Capital shares repurchased 7,333,404
Distributions payable to shareholders 1,976
Management fees 4,911,025
Distribution fees (Note 5) 2,400,509
Shareholder servicing costs 148,398
Accrued expenses and other
liabilities 21,060
---------------
Total liabilities 96,610,384
---------------
Net assets, at value $13,142,193,550
===============
Net assets consist of:
Undistributed net investment income $ 17,645,194
Unrealized appreciation on
investments 409,107,248
Accumulated net realized loss (5,434,062)
Capital shares 18,672,150
Additional paid-in capital 12,702,203,020
---------------
Net assets, at value $13,142,193,550
===============
Net asset value per share
($13,142,193,550 (divided by) 1,867,214,967
shares of capital stock outstanding) $7.04
===============
The accompanying notes are an integral part of these financial statements.
FRANKLIN CALIFORNIA TAX-FREE INCOME FUND, INC.
- ----------------------------------------------
Statement of Operations
for the six months ended September 30, 1994 (unaudited)
Investment income:
Interest (Note 1) $ 453,324,284
Expenses:
Management fees (Note 5) $29,793,140
Distribution fees (Note 5) 4,000,000
Shareholder servicing costs
(Note 5) 695,301
Reports to shareholders 792,500
Custodian fees 756,474
Professional fees (Note 5) 116,896
Directors' fees and expenses 32,241
Registration and filing fees 101,014
Other 144,911
-----------
Total expenses 36,432,477
-------------
Net investment
income 416,891,807
Realized and unrealized gain
(loss) on investments:
Net realized gain 19,971,401
Net unrealized
depreciation during
the period (182,126,846)
--------------
Net realized and unrealized
loss on investments (162,155,445)
-------------
Net increase in net assets
resulting from operations $ 254,736,362
=============
The accompanying notes are an integral part of these financial statements.
<CAPTION>
FRANKLIN CALIFORNIA TAX-FREE INCOME FUND, INC.
- ----------------------------------------------
Financial Statements (cont.)
Statements of Changes in Net Assets
for the six months ended September 30, 1994 (unaudited)
and the year ended March 31, 1994
Six months ended Year ended
September 30, 1994 March 31, 1994
------------------ ---------------
<S> <C> <C>
Increase (decrease) in net assets:
Operations:
Net investment income $ 416,891,807 $ 862,702,961
Net realized gain from security transactions 19,971,401 4,885,643
Net unrealized depreciation during the period (182,126,846) (424,924,120)
--------------- ---------------
Net increase in net assets resulting from operations 254,736,362 442,664,484
Distributions to shareholders:
From undistributed net investment income (415,825,220) (857,116,079)
From realized capital gain of security transactions -- (34,681,662)
Increase (decrease) in net assets from capital share transactions (Note 2) (42,137,929) 253,110,325
--------------- ---------------
Net decrease in net assets (203,226,787) (196,022,932)
Net assets:
Beginning of period 13,345,420,337 13,541,443,269
--------------- ---------------
End of period (including undistributed net investment income of
$17,645,194 - 9/30/94 and $16,578,607 - 3/31/94) $13,142,193,550 $13,345,420,337
=============== ===============
The accompanying notes are an integral part of
these financial statements.
</TABLE>
FRANKLIN CALIFORNIA TAX-FREE INCOME FUND, INC.
- ----------------------------------------------
Notes to Financial Statements (unaudited)
1. SIGNIFICANT ACCOUNTING POLICIES
Franklin California Tax-Free Income Fund, Inc. (the Fund) is an open-end,
diversified management investment company (mutual fund), registered under
the Investment Company Act of 1940 as amended.
The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements. The
policies are in conformity with generally accepted accounting principles
for investment companies.
a. Security Valuation:
Tax-free bonds generally trade in the over-the- counter market rather than
on a national securities exchange. Often there are no transactions in a
particular security on any given day. In the absence of a recorded sale or
reported bid and asked prices, information with respect to bond and note
transactions, quotations from bond dealers, market transactions in
comparable securities, and various relationships between securities are
used to determine the value of the security. The Fund may also utilize a
pricing service, bank or broker/dealer experienced in such matters to
perform any of the pricing functions, under procedures approved by the
Board of Directors. Short-term securities and similar investments with
remaining maturities of 60 days or less are valued at amortized cost, which
approximates value.
b. Income Taxes:
The Fund intends to continue to qualify for the tax treatment applicable to
regulated investment companies under the Internal Revenue Code and to make
the requisite distributions to its shareholders which will be sufficient to
relieve it from income and excise taxes. Therefore, no income tax provision
is required.
c. Security Transactions:
Security transactions are accounted for on the date the securities are
purchased or sold (trade date). Realized gains and losses on security
transactions are determined on the basis of specific identification for
both financial statement and income tax purposes.
d. Investment Income, Expenses and Distributions:
Distributions to shareholders are recorded on the ex-dividend date.
Interest income and estimated expenses are accrued daily. Bond discount and
premium is amortized as required by the Internal Revenue Code.
Net investment income differ for financial statement and tax purposes
primarily due to differing treatment of defaulted securities - see Note 6.
Net realized capital losses differ for financial statement and tax purposes
primarily due to differing treatment of wash sale transactions.
e. Securities Purchased on a When-Issued Basis:
The Fund may trade securities on a when-issued or delayed delivery basis,
with payment and delivery scheduled for a future date. These transactions
are subject to market fluctuations and are subject to the risk that the
value at delivery may be more or less than the trade date purchase price.
Although the Fund will generally purchase these securities with the
intention of acquiring such securities, they may sell such securities
before the settlement date. These securities are identified on the
accompanying Statement of Investments in Securities and Net Assets. The
Fund has set aside sufficient investment securities as collateral for these
purchase commitments.
2. CAPITAL STOCK
At September 30, 1994 there were 10,000,000,000 shares of $.01 par value
capital stock authorized and paid-in capital aggregated $12,720,875,171.
Transactions in the Fund's shares for the six months ended September 30,
1994 and the year ended March 31, 1994 were as follows:
<TABLE>
<CAPTION>
Six Months Ended Year Ended
September 30, 1994 March 31, 1994
---------------------------- ----------------------------
Shares Amount Shares Amount
------------ ------------ ------------ -------------
<S> <C> <C> <C> <C>
Shares sold 59,660,519 $ 423,068,923 180,128,610 $ 1,335,542,977
Shares issued in reinvestment of distributions 21,007,136 148,841,076 41,609,415 307,666,874
Shares redeemed (78,128,757) (553,582,795) (146,910,079) (1,087,527,077)
Changes from exercise of the exchange
privilege:
Shares sold 50,173,759 355,945,811 70,846,305 523,666,151
Shares redeemed (58,788,229) (416,410,944) (111,663,949) (826,238,600)
------------ ------------ ------------ -------------
Net increase (decrease) (6,075,572) $ (42,137,929) 34,010,302 $ 253,110,325
============ ============= ============ ==============
</TABLE>
3. DISTRIBUTIONS AND CAPITAL LOSS CARRYOVERS
At March 31, 1994, for tax purposes, the Fund had a deferred capital loss
of $25,227,321 deemed to be incurred on the first day of the following
fiscal year.
For income tax purposes, the aggregate cost of securities is higher (and
unrealized appreciation is lower) than for financial reporting purposes at
September 30, 1994 by $186,711.
4. PURCHASES AND SALES OF SECURITIES
Purchases and sales of securities (excluding purchases and sales of
short-term securities) for the six months ended September 30, 1994
aggregated $891,329,359 and $1,044,185,800, respectively.
5. TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES
Franklin Advisers, Inc., under the terms of an agreement, provides
investment advice, administrative services, office space and facilities to
the Fund and receives fees computed monthly on the net assets of the Fund
at the last day of the month at an annualized rate of 5/8 of 1% of the
first $100 million of net assets, 1/2 of 1% of net assets in excess of $100
million to $250 million, 45/100 of 1% of net assets in excess of $250
million to $10 billion, 44/100 of 1% of net assets in excess of $10 billion
to $12.5 billion, 42/100 of 1% of net assets in excess of $12.5 billion to
$15 billion and 40/100 of 1% of net assets in excess of $15 billion. Such
management fees incurred by the Fund aggregated $29,793,140 for the six
months ended September 30, 1994.
The terms of the management agreement provide that annual aggregate
expenses of the Fund be limited to the extent necessary to comply with the
limitations set forth in the laws, regulations and administrative
interpretations of the states in which the Fund's shares are registered.
There were no reimbursements to the Fund under this provision for the six
months ended September 30, 1994.
In its capacity as underwriter for the capital stock of the Fund,
Franklin/Templeton Distributors, Inc. received commissions on sales of the
Fund's capital stock for the six months ended September 30, 1994 totalling
$12,433,218 of which $11,651,868 was subsequently paid to other dealers.
Commissions are deducted from the gross proceeds received from the sale of
the capital stock of the Fund, and as such are not expenses of the Fund.
Under the terms of a shareholder services agreement with Franklin/Templeton
Investor Services, Inc., the Fund pays costs on a per shareholder account
basis. Shareholder servicing costs incurred for the six months ended
September 30, 1994 were $695,301 of which $625,454 was paid to
Franklin/Templeton Investor Services, Inc.
Legal fees and expenses of $14,044 were incurred to a law firm in which
Brian E. Lorenz, Secretary of the Fund, is a partner.
Effective May 1, 1994, the Fund implemented a plan of distribution under
Rule 12b-1 of the Investment Company Act of 1940, pursuant to which the
Fund will reimburse Franklin/Templeton Distributors, Inc. in an amount up
to a maximum of 0.10% per annum of the Fund's average daily net assets for
costs incurred in the promotion, offering and marketing of the Fund's
shares. Fees incurred by the Fund under the agreement aggregated $4,000,000
for the six months ended September 30, 1994.
Certain officers and directors of the Fund are also officers and/or
directors of Franklin/Templeton Distributors, Inc., Franklin Advisers,
Inc., and Franklin/Templeton Investor Services, Inc., all wholly-owned
subsidiaries of Franklin Resources, Inc.
6. CREDIT RISK AND DEFAULTED SECURITIES
Although the Fund has a diversified investment portfolio, all of its
investments are in the securities of issuers in California. Such
concentration may subject the Fund to economic changes occurring within
that state.
Although the Fund has a diversified portfolio, .5% of its portfolio is
invested in lower rated and comparable quality unrated high yield
securities. Investments in higher yield securities are accompanied by a
greater degree of credit risk and such lower quality securities tend to be
more sensitive to economic conditions than higher rated securities.
The risk of loss due to default by the issuer may be significantly greater
for the holders of high yielding securities, because such securities are
generally unsecured and are often subordinated to other creditors of the
issuer. At September 30, 1994 the Fund held eleven defaulted securities
issued by five separate issuers with a value aggregating $20,422,850,
representing .16% of the Fund's net assets. For more information as to
specific securities, see the accompanying Statement of Investments in
Securities and Net Assets.
For financial reporting purposes, it is the Fund's accounting practice to
discontinue accrual of income and provide an estimate for probable losses
due to unpaid interest income on defaulted bonds for the current reporting
period.
<TABLE>
<CAPTION>
7. FINANCIAL HIGHLIGHTS
Selected data for each share of capital stock outstanding throughout the year.
Six months Year Ended March 31,
ended -------------------------
9/30/94 1994 1993
---------- ---------- ----------
<S> <C> <C> <C>
Per Share Operating Performance
Net asset value at beginning
of year $ 7.12 $ 7.36 $ 7.07
---------- ---------- ----------
Net investment income .22 .46 .48
Net realized and unrealized gain
(loss) on securities (.078) (.226) .288
---------- ---------- ----------
Total from investment operations .142 .234 .768
---------- ---------- ----------
Less distributions from:
Net investment income (.222) (.456) (.478)
Capital gains -- (.018) .--
---------- ---------- ----------
Total distributions (.222) (.474) (.478)
---------- ---------- ----------
Net asset value at end of year $ 7.04 $ 7.12 $ 7.36
========== ========== ==========
Total return** 1.88% 2.88% 10.95%
Ratios/Supplemental Data
Net assets at end of year
(in 000's) $13,142,194 $13,345,420 $13,541,443
Ratio of expenses to average
net assets .55%+ .49% .49%
Ratio of net investment income
to average net assets 6.27%+ 6.19% 6.61%
Portfolio turnover rate 6.83% 18.12% 15.63%
<CAPTION>
Year Ended March 31,
----------------------------------------
1992 1991 1990
---------- ---------- ----------
<S> <C> <C> <C>
Per Share Operating Performance
Net asset value at beginning
of year $ 6.92 $ 6.89 $ 6.80
---------- ---------- ----------
Net investment income .49 .50 .51
Net realized and unrealized gain
(loss) on securities .154 .036 .096
---------- ---------- ----------
Total from investment operations .644 .536 .606
---------- ---------- ----------
Less distributions from:
Net investment income (.494) (.506) (.516)
Capital gains .-- .-- .--
---------- ---------- ----------
Total distributions (.494) (.506) (.516)
---------- ---------- ----------
Net asset value at end of year $ 7.07 $ 6.92 $ 6.89
========== ========== ==========
Total return** 9.32% 7.76% 8.83%
Ratios/Supplemental Data
Net assets at end of year
(in 000's) $12,303,807 $11,466,168 $10,525,484
Ratio of expenses to average
net assets .49% .48% .49%
Ratio of net investment income
to average net assets 6.93% 7.22% 7.29%
Portfolio turnover rate 16.13% 15.83% 11.09%
**Total return measures the change in value of an investment over the
periods indicated. It does not include the maximum initial sales charge and
assumes reinvestment of dividends at the offering price and capital gains
at net asset value. Effective May 1, 1994, with the implementation of the
Rule 12b-1 distribution plan discussed in Note 5, the existing sales charge
on reinvested income dividends has been eliminated.
+Annualized
</TABLE>
ARTICLES OF INCORPORATION
OF
FRANKLIN TAX-FREE INCOME FUND, INC.
FIRST: THE UNDERSIGNED, BRIAN E. LORENZ, whose post-
office address is 250 Park Avenue, New York, New York, being at
least eighteen years of age, does hereby act as an incorporator
with the intention of forming a corporation under and by virtue
of the General Laws of the State of Maryland authorizing the
formation of corporations.
SECOND: The name of the corporation is FRANKLIN TAX-
FREE INCOME FUND, INC.
THIRD: The purposes for which the corporation is formed
are:
To engage in business as a management investment
company registered under the Investment Company Act of
1940.
To do everything necessary, proper, advisable or
convenient for the accomplishment of the above purpose,
and to do every other act and thing incidental thereto,
provided the same be not forbidden by the laws of the
State of Maryland.
FOURTH: The post-office address of the principal office
of the corporation in this State is c/o The Corporation Trust
Incorporated, First Maryland Building, 25 South Charles Street,
Baltimore, Maryland 21201. The name of the resident agent of the
corporation in this State is The Corporation Trust Incorporated,
a corporation of this State, and the post-office address of the
resident agent is First Maryland Building, 25 South Charles
Street, Baltimore, Maryland 21201.
FIFTH: The total number of shares of stock which the
corporation shall have authority to issue is twenty million
(20,000,000) shares, all of one class, of the par value of One
Cent ($.01) each and of the aggregate par value of Two Hundred
Thousand Dollars ($200,000).
SIXTH: The number of directors of the corporation shall
be five, which number may be changed in accordance to the bylaws
of the corporation. The names of the directors who shall act
until the first annual meeting or until their successors are duly
chosen and qualify are:
Philip A. Russell
David W. Brumbaugh
Edmund H. Kerr
Harris J. Ashton
Charles B. Johnson
SEVENTH: The following provisions are hereby adopted
for the purpose of defining, limiting and regulating the powers
of the corporation and of the directors and stockholders:
No holder of shares of stock of any class shall be
entitled as a matter of right to subscribe for or purchase or
receive any part of any new or additional issue of shares of
stock of any class or of securities convertible into shares of
stock of any class, whether now or hereafter authorized or
whether issued for money, for a consideration other than money or
by way of dividend.
The corporation reserves the right from time to time to
make any amendment of its charter, now or hereafter authorized by
law, including any amendment which alters the contract rights, as
expressly set forth in its charter, of any outstanding stock.
The corporation shall indemnify its directors, officers
and representatives to the extent permitted by law.
EIGHTH: The duration of the corporation shall be
perpetual.
IN WITNESS WHEREOF, the undersigned incorporator of
FRANKLIN TAX-FREE INCOME FUND, INC. who executed the foregoing
Articles of Incorporation hereby acknowledges the same to be his
act and further acknowledges that to the best of his knowledge
the matters and facts set forth therein are true in all material
respects under the penalties of perjury.
Dated the 23rd day of November, 1977.
/s/ Brian E. Lorenz
Brian E. Lorenz
FRANKLIN TAX-FREE INCOME FUND, INC.
ARTICLES OF AMENDMENT
FRANKLIN TAX-FREE INCOME FUND, INC., a Maryland
corporation having its principal office c/o The Corporation Trust
Incorporated, 25 South Charles Street, Baltimore, Maryland
(hereinafter called the "Corporation"), hereby certifies to the
State Department of Assessments and Taxation of Maryland, that:
FIRST: The charter of the Corporation is hereby
amended by striking out Article SECOND of the Articles of
Incorporation and inserting in lieu thereof the following new
Article SECOND:
"SECOND: The name of the Corporation is Franklin
California Tax-Free Income Fund, Inc."
SECOND: The board of directors of the Corporation on
April 2, 1982, duly adopted a resolution in which was set forth
the foregoing amendment to the charter, declaring that the said
amendment of the charter as proposed was advisable and directing
that it be submitted to action thereon by the stockholders of the
Corporation at the annual meeting to be held on July 16, 1982.
THIRD: Notice setting forth a summary of the changes
to be effected by said amendment of the charter and stating that
a purpose of the meeting of stockholders would be to take action
thereon, was given, as required by law, to all stockholders
entitled to vote thereon, The amendment of the charter of the
Corporation as hereinabove set forth was approved by the
stockholders of the Corporation at said meeting by the
affirmative vote of two-thirds of all the votes entitled to be
case thereon.
FOURTH: The amendment of the charter of the Corporation
as hereinabove set forth has been duly advised by the board of
directors and approved by the stockholders of the Corporation.
IN WITNESS WHEREOF, FRANKLIN TAX-FREE INCOME FUND, INC.
has caused these presents to be signed in its name and on its
behalf by its President and witnessed by its Secretary on July
16, 1982.
FRANKLIN TAX-FREE INCOME FUND, INC.
By: /s/ Philip A. Russell
Philip A. Russell, President
Witness: (Attest)
/s/ Brian E. Lorenz
Brian E. Lorenz, Secretary
THE UNDERSIGNED, President of FRANKLIN TAX-FREE INCOME
FUND, INC., who executed on behalf of said corporation the
foregoing Articles of Amendment, of which this certificate is
made a part, hereby acknowledges, in the name and on behalf of
said corporation, the foregoing Articles of Amendment to be the
corporate act of said corporation and further certifies that, to
the best of his knowledge, information and belief, the matters
and facts set forth therein with respect to the approval thereof
are true in all material respects, under the penalties of
perjury.
/s/ Philip A. Russell
Philip A. Russell, President
FRANKLIN CALIFORNIA TAX-FREE INCOME FUND, INC.
ARTICLES OF AMENDMENT
FRANKLIN CALIFORNIA TAX-FREE INCOME FUND, INC., a
Maryland corporation having its principal office c/o The
Corporation Trust Incorporated, 32 South Street, Baltimore,
Maryland 21202 (hereinafter called the "Corporation"), hereby
certifies to the State Department of Assessments and Taxation of
Maryland that:
FIRST: The charter of the Corporation is hereby amended
by striking out article FIFTH of the Articles of Incorporation
and inserting in lieu thereof the following new article FIFTH:
"FIFTH: The total number of shares of stock which the
Corporation shall have authority to issue is
Ten Billion (10,000,000,000) shares, all of
one class, of the Par Value of One Cent ($.01)
each and of the aggregate par value of One
Hundred Million Dollars ($100,000,000)."
SECOND: The Charter of the Corporation is hereby
amended to add a new article NINTH to read as follows:
"NINTH: Actions requiring shareholder approval under
Maryland law shall be authorized if approved
by holders of a majority of the Corporation's
outstanding shares of stock which are entitled
to vote on such action."
THIRD: The board of directors of the Corporation duly
adopted resolutions at a meeting held May 22, 1986 in which was
set forth the foregoing amendments of the charter as proposed
were advisable and directing that they be submitted for action
thereon by the stockholders of the Corporation at the Annual
Meeting to be held on July 18, 1986.
FOURTH: Notice setting forth a summary of the changes
to be effected by said amendments of the charter and stating that
purpose of the meeting of stockholders would be to take action
thereon, was given, as required by law, to all stockholders
entitled to vote thereon. The amendments of the charter of the
Corporation as hereinabove set forth were approved by the
stockholders of the Corporation at said meeting by the
affirmative vote of two-thirds of all of the votes entitled to be
cast thereon.
FIFTH: The amendments to the charter of the
Corporation hereinabove set forth has been duly advised by the
board of directors and approved by the stockholders of the
Corporation.
SIXTH: (a) The total number of shares of stock which
the Corporation was heretofore authorized to issue is One Billion
(1,000,000,000) shares, all of one class, of the par value of One
Cent ($.01) each and of the aggregate par value of Ten Million
Dollars ($10,000,000).
(b) The total number of shares of stock is
increased by this Amendment to Ten billion (10,000,000,000)
shares, all of one class, of the par value of One Cent ($.01) per
share and of the aggregate par value of One Hundred Million
Dollars ($10,000,000.)
IN WITNESS WHEREOF, FRANKLIN CALIFORNIA TAX-FREE INCOME
FUND, INC. has caused these presents to be signed in its name and
on its behalf by its President and witnessed by its Secretary on
August 1, 1986.
FRANKLIN CALIFORNIA TAX-FREE
INCOME FUND, INC.
By: /s/ Charles B. Johnson
Charles B. Johnson, President
Witness: (Attest)
/s/ Brian E. Lorenz
Brian E. Lorenz, Secretary
THE UNDERSIGNED, President of FRANKLIN CALIFORNIA TAX-
FREE INCOME FUND, INC., who executed on behalf of said
corporation the foregoing Articles of Amendment, of which this
certificate is made a part, hereby acknowledges, in the name and
on behalf of said corporation, the foregoing Articles of
Amendment to be the corporate act of said corporation and further
certifies that, to the best of his knowledge, information and
belief, the matters and facts set forth therein with respect to
the approval thereof are true in all material respects, under the
penalties of perjury.
/s/ Charles B. Johnson
Charles B. Johnson, President
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
FRANKLIN CALIFORNIA TAX-FREE INCOME FUND, INC.
FRANKLIN CALIFORNIA TAX-FREE INCOME FUND, INC., a Maryland
corporation registered as an open-end investment company under
the Investment Company Act of 1940, having its principal office
in Baltimore, Maryland (the "Corporation"), hereby certifies to
the State Department of Assessments and Taxation of Maryland,
that:
ONE: ARTICLE FIFTH of the Articles of Incorporation is
hereby amended in its entirety to read as follows:
"FIFTH: The total number of shares of stock
which the Corporation shall have authority to
issue is ten billion (10,000,000,000) shares of
stock, with a par value of One Cent ($.01) per
share, such shares having an aggregate par value
of $100,000,000.
Subject to the provisions of these Articles of
Incorporation, the Board of Directors shall have
the power to issue shares of stock of the
Corporation from time to time, at prices not less
than the net asset value or par value thereof,
whichever is greater, for such consideration as
may be fixed from time to time pursuant to the
direction of the Board of Directors.
Pursuant to Section 2-105 of the Maryland General
Corporation Law, the Board of Directors of the
Corporation shall have the power to designate one
or more classes of shares of stock and sub-classes
thereof, and to classify or reclassify any
unissued shares with respect to such classes or
sub-classes thereof, and such classes and sub-
classes (subject to any applicable rule,
regulation or order of the Securities and Exchange
Commission or other applicable law or regulation)
shall have such preference, conversion or other
rights, voting powers, restrictions, limitations
as to dividends, qualifications, terms and
conditions of redemption and other characteristics
as the Board may determine in the absence of
contrary determination set forth herein.
Subject to the aforesaid power of the
Board of Directors, the class of shares from which
shares are presently issued and outstanding is
hereby designated as the "Franklin California Tax-
Free Income Fund Series" (the "Class"), and Ten
Billion (10,000,000,000) shares of stock (par
value $.01 per share) are hereby initially
classified and allocated to such Class.
The Class is hereby divided into such
sub-classes as specified or provided for herein.
Five Billion (5,000,000,000) shares of stock (par
value $.01 per share), which includes all of the
currently issued and outstanding shares of the
Class, shall be allocated to a sub-class known as
"Franklin California Tax-Free Income Fund - Class
I" ("Class I") and Five Billion (5,000,000,000)
shares of stock (par value $.01 per share) shall
be allocated to a sub-class known as "Franklin
California Tax-Free Income Fund - Class II"
("Class II"). The Board of Directors is also
hereby expressly granted authority to increase or
decrease the number of shares of any class or sub-
class provided that the number of shares in any
class or sub-class shall not be decreased below
the number of shares thereof then issued and
outstanding. At any time when there are no shares
outstanding or subscribed for a particular class
or sub-class previously established and designated
herein or by the Board of Directors, the class or
sub-class may be liquidated by similar means.
Each share of a class shall have equal rights with
each other share of that class with respect to the
assets of the Corporation pertaining to that
class. The dividends payable to the holders of
any class or sub-class thereof (subject to any
applicable rules, regulation or order of the
Securities and Exchange Commission or any other
applicable law or regulation) may be charged with
any pro rata portion of distribution expenses paid
pursuant to a Plan of Distribution adopted by such
class or sub-class thereof in accordance with
Investment Company Act of 1940 Rule 12b-1 (or any
successor thereto), which dividend shall be
determined as directed by the Board and need not
be individually declared, but may be declared and
paid in accordance with a formula adopted by the
Board. Except as otherwise provided herein, all
references in these Articles of Incorporation to
stock or class of stock shall apply without
discrimination to the shares of each class of
stock.
The shares of Class I and Class II of the Franklin
California Tax-Free Income Fund Class shall
represent proportionate interests in the same
portfolio of investments of the Class. The shares
of Class I and Class II shall have the same rights
and privileges, and shall be subject to the same
limitations and priorities, all as set forth
herein, provided that dividends paid on the shares
of Class I shall not reflect any reduction for
payment of fees under the Distribution Plan of
Class II, and dividends paid on the shares of
Class II shall not reflect reduction for payment
of fees under the Distribution Plan of Class I,
adopted pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended, and
provided further, that the shares of Class I shall
not vote upon or with respect to any matter
relating to or arising from any Distribution Plan
of Class II, and the shares of Class II shall not
vote upon or with respect to any matter relating
to or arising from any Distribution Plan of Class
I.
The holder of each share of stock of the
Corporation shall be entitled to one vote for each
full share, and a fractional vote for each
fractional share of stock, irrespective of the
class then standing in his or her name in the
books of the Corporation. On any matter submitted
to a vote of shareholders, all shares of the
Corporation then issued and outstanding and
entitled to vote, irrespective of the class or sub-
class, shall be voted in the aggregate and not by
class or sub-class except (1) when otherwise
expressly provided by the Maryland General
Corporation Law, or (2) when required by the
Investment Company Act of 1940, as amended, shares
shall be voted by individual classes or sub-
classes and (3) when the matter does not affect
any interest of the particular class or sub-class,
then only shareholders of the affected class or
classes shall be entitled to vote thereon.
Holders of shares of stock of the Corporation
shall not be entitled to cumulative voting in the
election of directors or on any other matter."
TWO: The Board of Directors of the Corporation on September
13, 1994, duly adopted a resolution relating to the foregoing
amendment to the Articles of Incorporation, declaring said
amendment of the Articles of Incorporation advisable and
directing that it be submitted for consideration by the
stockholders of the Corporation at a meeting of said
stockholders.
THREE: Notice setting forth said amendment to the Articles
of Incorporation and stating that a purpose of the meeting of the
stockholders would be to take action thereon, was given, as
required by law, to all stockholders entitled to vote thereon.
The amendment to the Articles of Incorporation was approved by
the stockholders of the Corporation at said meeting by the
affirmative vote of a majority of all the votes entitled to be
cast thereon. (Approval by a majority of all the votes entitled
to be cast on the matter is authorized pursuant to the Articles
of Incorporation of the Corporation.)
FOUR: The amendment to the Articles of Incorporation as
hereinabove set forth has been duly advised by the Board of
Directors and approved by the stockholders of the Corporation.
IN WITNESS WHEREOF, Franklin California Tax-Free Income
Fund, Inc. has caused these Articles of Amendment to be signed by
its President and attested by its Secretary on March 21, 1995.
Attest: FRANKLIN CALIFORNIA TAX-FREE
INCOME FUND, INC.
/s/ Brian E. Lorenz By: /s/ Charles B. Johnson
Brian E. Lorenz Charles B. Johnson
Secretary President
THE UNDERSIGNED, President of FRANKLIN CALIFORNIA TAX-FREE
INCOME FUND, INC., who executed on behalf of said corporation the
foregoing Articles of Amendment, of which this certificate is
made a part, hereby acknowledges, in the name and on behalf of
said corporation, the foregoing Articles of Amendment to be the
corporate act of said corporation and further certifies that, to
the best of his knowledge, information and belief, the matters
and facts set forth therein with respect to the approval thereof
are true in all material respects, under the penalties of
perjury.
/s/ Charles B. Johnson
Charles B. Johnson
President
BY-LAWS
of
FRANKLIN TAX-FREE INCOME FUND, INC.
ARTICLE I
OFFICES
The corporation shall have offices at such places both
within and without the State of Maryland as the board of
directors may from time to time determine or the business of the
corporation may require.
ARTICLE II
STOCKHOLDERS
Section 1. Annual Meetings: Annual meetings of
stockholders shall be held on a date and at a time at such place,
within or without the State of Maryland, as the board of
directors shall determine. At the annual meeting of stockholders,
directors shall be elected and there shall be transacted such
other business as may properly come before said meeting.
Section 2. Special Meetings: Special meetings of
stockholders, unless otherwise prescribed by law, may be called
for any purpose or purposes at any time by the President or the
order of the board of directors or by the President or Secretary
or an Assistant Secretary whenever requested in writing to do so
by stockholders owning not less than one-fourth of all the
outstanding shares of the corporation entitled to vote for
directors as of the date of such request. Such request shall
state the purpose or purposes of the proposed special meeting.
Such meetings shall be held at such place and on a date and at
such time as may be designated in the notice thereof by the
officer of the corporation calling any such meeting.
Section 3. Notice of Meetings: Except as otherwise
provided by law, notice of the time and place and, in the case of
special meetings, the purpose or purposes, of every meeting of
stockholders shall be mailed at least ten days previous thereto
to each stockholder of record entitled to such notice at the
address of such person which appears on the books of the
Corporation or to such other address as any stockholder shall
have furnished in writing to the Secretary of the Corporation for
such purpose.
Section 4. Quorum: Except as otherwise expressly
provided by law, the holders of a majority of the stock of the
Corporation entitled to vote at any meeting of stockholders must
be present in person or by proxy at such meeting to constitute a
quorum. Less than such quorum, however, shall have the power to
adjourn any meeting from time to time without notice.
Section 5. Voting: If a quorum is present, and except
as otherwise expressly provided by law, the vote of a majority of
the shares of stock represented at the meeting shall be the act
of the stockholders. At any meeting of stockholders, each
stockholder entitled to vote any shares on any matter to be voted
upon at such meeting shall be entitled to one vote on such matter
for each such share, and may exercise such voting right either in
person or by proxy.
Section 6. Fixing of Record Date: The board of
directors may fix a day, not more than ninety (90) nor fewer than
ten (10) days prior to the day of holding any meeting of
stockholders, as the day as of which stockholders entitled to
notice of and to vote at such meeting shall be determined, and
only stockholders of record at the close of business on such day
shall be entitled to notice of or to vote at such meeting. The
board of directors may fix a time not exceeding sixty (60) days
preceding the date fixed for the payment of any dividend, the
making of any distribution, the allotment or exercise of any
rights or the taking of any other action as a record time for the
determination of the stockholders entitled to receive any such
dividend, distribution or allotment, or for the purpose of such
other action.
ARTICLE III
DIRECTORS
Section 1. Number: The affairs, business and property
of the corporation shall be managed by a board of directors to
consist of three or more directors. The number of directors may
be determined either by the vote of a majority of the entire
board or by vote of the stockholders and initially shall be five.
A director need not be a stockholder of the corporation.
Section 2. How Elected: Except as otherwise provided by
law or Section 4 of this Article, the directors of the
corporation, other than the first board of directors elected by
the incorporator, shall be elected by the stockholders. Each
director shall be elected to serve until the next annual meeting
of stockholders and until his successor shall have been duly
elected and qualified, except in the event of his death,
resignation, removal or the earlier termination of his term of
office.
Section 3. Removal: Any or all of the directors may be
removed, with or without cause, by a vote of the stockholders.
Any director may be removed for cause by action of the board of
directors.
Section 4. Vacancies: Vacancies in the board of
directors occurring by death, resignation, creation of new
directorships, failure of the stockholders to elect the whole
board at any annual election of directors or for any other
reason, including removal of directors for or without cause, may
be filled either by the affirmative vote of a majority of the
remaining directors then in office, although less than a quorum,
at any special meeting called for that purpose or at any regular
meeting of the board, or by the stockholders.
Section 5. Regular Meetings: Regular meetings of the
board of directors may be held at such time and place as may be
determined by resolution of the board of directors and no notice
shall be required for any regular meeting. Except as otherwise
provided by law, any business may be transacted at any regular
meeting.
Section 6. Special Meetings: Special meetings of the
board of directors may, unless otherwise prescribed by law, be
called from time to time by the President, or the Chairman of the
Board or any other officer of the corporation who is a member of
the board. The President or the Secretary shall call a special
meeting of the board upon written request directed to either of
them by any two directors stating the time, place and purposes of
such special meeting. Special meetings of the board shall be held
on a date and at such time and at such place as may be designated
in the notice thereof by the officer calling the meeting.
Section 7. Notice of Special Meetings: Notice of the
date, time and place of each special meeting of the board of
directors shall be given to each director at least forty-eight
hours prior to such meeting, unless the notice is given orally or
delivered in person, in which case it shall be given at least
twenty-four hours prior to such meeting. For the purpose of this
section, notice will be deemed to be duly given to a director if
given to him orally (including by telephone) or if such notice be
delivered to such director in person or be mailed, telegraphed,
cabled, telexed, photocopied or otherwise delivered by facsimile
transmission, to his last known address.
Section 8. Quorum: At any meeting of the board of
directors, a majority of the entire board shall constitute a
quorum (except as provided in Section 4 of this Article III), but
less than a quorum may adjourn a meeting. Except as otherwise
provided by law or in these by-laws provided, any action taken by
a majority of the directors present at a meeting of the board of
directors at which a quorum is present shall be the action of the
board of directors.
Section 9. Conference Telephone: Members of the board
of directors or any committee of the board of directors may
participate in a meeting of such board or committee by means of
conference telephone or similar communications equipment by means
of which all persons participating in the meeting can hear each
other, and such participation shall constitute presence in person
at such meeting.
Section 10. Compensation of Directors and Members of
Committees: The board may from time to time, in its discretion,
fix the amounts which shall be payable to members of the board of
directors and to members of any committee, for attendance at the
meetings of the board or of such committee and for services
rendered to the corporation.
Section 11. Reliance Upon Financial Statements: In
discharging their duties, directors and officers, when acting in
good faith, may rely upon financial statements of the corporation
represented to them to be correct by the President or the officer
of the corporation having charge of its books of accounts, or
stated in a written report by an independent public or certified
public accountant or firm of such accountants fairly to reflect
the financial condition of the corporation.
ARTICLE IV
COMMITTEES
The board of directors may, by resolution or
resolutions passed by a majority of the entire board, designate
from among its members an executive committee and other
committees each to consist of one or more of the directors of the
corporation, each of which, to the extent provided in said
resolution or resolutions, or in these by-laws, shall have and
may exercise, to the extent permitted by law, the powers of the
board of directors in the management of the business and affairs
of the corporation and may have powers to authorize the seal of
the corporation to be affixed to all papers which may require it,
to declare dividends and to authorize the issuance of stock.
Members of such committees shall hold office for such period as
may be prescribed by the vote of a majority of the entire board
of directors, subject, however, to removal at any time by the
board of directors. Vacancies in membership of such committees
shall be filled by the board of directors. Committees may adopt
their own rules of procedure and may meet at a stated time or on
such notice as they may determine. Each committee shall keep a
record of its proceedings and report the same to the board when
required.
ARTICLE V
OFFICERS
Section 1. Number and Designation: The board of
directors may elect a Chairman of the Board, a President, one or
more Executive Vice-Presidents, one or more Vice-Presidents, a
Secretary and a Treasurer, Assistant Secretaries, Assistant
Treasurers, and such other officers as it may deem necessary. Any
two or more offices may be held by the same person.
The officers shall be elected by the board of
directors. The salaries of officers and any other compensation
paid to them shall be fixed from time to time by the board of
directors. The board of directors may at any meeting elect
additional officers. Each officer shall hold office until the
first meeting of the board of directors following the next annual
election of directors and until his successor shall have been
duly elected and qualified, except in the event of the earlier
termination of his term of office through death, resignation,
removal or otherwise. Any officer may be removed by the board at
any time with or without cause. Any vacancy in an office may be
filled for the unexpired portion of the term of such office by
the board of directors at any regular or special meeting.
Section 2. Chairman of the Board: The Chairman of the
Board shall preside at all meetings of stockholders and directors
at which he is present and shall have such other powers and
perform such other duties as may be assigned to him by the board
of directors.
Section 3. President: The President shall be the chief
executive officer of the corporation, shall be responsible for
the general management of the affairs of the corporation, shall
have the powers and duties usually incident to the office of
President, except as specifically limited by appropriate
resolution of the board of directors, and shall have such other
powers and perform such other duties as may be assigned to him by
the board of directors. In the absence of the Chairman, or if the
office of Chairman is vacant, the President shall preside at all
meetings of stockholders at which he is present.
Section 4. Executive Vice-Presidents: In the absence or
inability to act of the President, or if the office of President
is vacant, any Executive Vice-President shall perform all the
duties and may exercise all the powers of the President, subject
to the right of the board of directors to extend or confine such
powers and duties or to assign them to others. Executive Vice-
Presidents shall have such other powers and shall perform such
other duties as may be assigned to them by the board of directors
or the President.
Section 5. Vice-Presidents: In the absence or inability
to act of the President and any Executive Vice-President, or if
both offices are vacant, any Vice-President, unless otherwise
determined by the board, shall perform all the duties and may
exercise all the powers of the President and the Executive Vice-
President. Each Vice-President shall have such other powers and
shall perform such other duties as may be assigned to him by the
board of directors or the President.
Section 6. Treasurer: The Treasurer shall have general
supervision over the care and custody of the funds, securities,
and other valuable effects of the corporation and shall deposit
the same or cause the same to be deposited in the name of the
corporation in such depositories as the board of directors may
designate, shall disburse the funds of the corporation as may be
ordered by the board of directors, shall have supervision over
the accounts of all receipts and disbursements of the
corporation, shall, whenever required by the board, render or
cause to be rendered financial statements of the corporation,
shall have the power and perform the duties usually incident to
the office of Treasurer, and shall have such other powers and
perform such other duties as may be assigned to him by the board
of directors or the President.
Section 7. Secretary: The Secretary shall act as
Secretary of all meetings of the stockholders and of the board of
directors at which he is present, shall have supervision over the
giving and serving of notices of the corporation, shall be the
custodian of the corporate records and of the corporate seal of
the corporation, shall exercise the powers and perform the duties
usually incident to the office of Secretary, and shall exercise
such other powers and perform such other duties as may be
assigned to him by the board of directors or the President.
Section 8. Assistant Secretaries and Assistant
Treasurers: An Assistant Secretary acting as such shall perform,
in the absence of the Secretary, all the functions of the
Secretary and shall exercise such other powers and perform such
other duties as may be assigned to him by the board of directors
or the President.
An Assistant Treasurer acting as such shall perform, in
the absence of the Treasurer, all the functions of the Treasurer
and shall exercise such other powers and perform such other
duties as may be assigned to him by the board of directors or the
President.
Section 9. Other Officers: Officers other than those
listed and described in Sections 2 through 8 of this Article V
shall exercise such powers and perform such duties as may be
assigned to them by the board of directors or the President.
Section 10. Delegation of Duties of Officers: The board
of directors may delegate the duties and powers of any officer,
agent or employee of the corporation to any other officer, agent
or employee or director for a specified time during the absence
of any such person or for any other reason that the board of
directors may deem sufficient.
Section 11. Bond: The board of directors shall have
power, to the extent permitted by law, to require any officer,
agent or employee of the corporation to give bond for the
faithful discharge of his duties in such form and with such
surety or sureties as the board of directors may deem advisable.
ARTICLE
VI
CERTIFICATES FOR SHARES
Section 1. Form and Issuance: The shares of the
corporation shall be represented by certificates in form meeting
the requirements of law and approved by the board of directors.
Certificates shall be signed by the Chairman of the board or the
President or an Executive Vice-President or a Vice-President, and
by the Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer. These signatures may be facsimiles if the
certificate is counter-signed by a transfer agent or registered
by a registrar other than the corporation itself or its employee.
Section 2. Transfer: The board of directors shall have
power and authority to make such rules and regulations as they
deem expedient concerning the issuance, registration and transfer
of certificates representing shares of the corporation's stock,
and may appoint transfer agents and registrars thereof.
Section 3. Lost Stock Certificates: Any person claiming
that a stock certificate has been lost, destroyed or stolen shall
make an affidavit or affirmation of that fact setting forth the
circumstances in connection with such loss, destruction or theft
and shall furnish to the corporation and to the Transfer Agents
and Registrars of the stock of the corporation, if any, such
indemnity as shall be satisfactory to them and each of them,
whereupon, upon authorization given to the appropriate officers
or agents of the corporation or the transfer agent for such stock
by the President of the corporation or by any of such other
officers of the corporation, as the board of directors may
designate to give such authorization, a new certificate may be
issued of the same tenor and for the same number of shares as the
one alleged to be lost, destroyed or stolen.
Section 4. Holders of Record: The corporation shall be
entitled to treat the holder of record of any share or shares of
stock as the holder in fact thereof, and, accordingly, shall not
be bound to recognize any equitable or other claims to or
interest in such shares on the part of any other person, whether
or not it shall have express or other notice thereof, except as
otherwise provided by law.
ARTICLE VII
DIVIDENDS
Section 1. Declaration and Form: Dividends may be
declared in conformity with law by, and at the discretion of, the
board of directors at any regular or special meeting. Dividends
may be declared and paid in cash, shares or evidences of
indebtedness of the corporation, or any property of the
corporation, including the shares or evidences of indebtedness of
any other corporation.
ARTICLE VIII
CORPORATE SEAL
The seal of the corporation shall be circular in form,
with the name of the corporation in the circumference and the
words and figures "Corporate Seal - 1977 -Maryland" in the
center. Any officer, director or attorney-in-fact of the
corporation may affix the seal of the corporation to any
document.
ARTICLE IX
FISCAL YEAR
The fiscal year of the corporation shall be such period
of twelve consecutive months as the board of directors may by
resolution designate.
ARTICLE X
WAIVER OF NOTICE
Whenever any notice is required to be given under the
provisions of these by-laws, the certificate of incorporation or
any of the laws of the State of Maryland, a waiver thereof, in
writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE XI
CONSENTS
Section 1. Stockholders: Unless otherwise provided in
the certificate of incorporation or by law, any action required
to be taken at any annual or special meeting of stockholders or
any action which may be taken at any annual or special meeting of
such stockholders, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of
votes that would be necessary to authorize or take such action at
a meeting at which all shares entitled to vote thereon were
present and voted.
Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be
given to those stockholders who have not consented in writing.
Section 2. Directors: Unless otherwise restricted by
the certificate of incorporation or by law, any action required
or permitted to be taken at any meeting of the board of
directors, or of any committee thereof, may be taken without a
meeting if all members of the board or committee, as the case may
be, consent thereto in writing, and the writing or writings are
filed with the minutes of proceedings of the board or committee.
ARTICLE XII
AMENDMENTS
Section 1. By the Stockholders: These by-laws may be
amended, added to, altered or repealed, or new by-laws may be
adopted, at any meeting of stockholders of the corporation by the
affirmative vote of the holders of a majority of the stock
present and voting at such meeting.
Section 2. By the Directors: These by-laws may be
amended, added to, altered or repealed, or new by-laws may be
adopted, at any regular or special meeting of the board of
directors by the affirmative vote of a majority of the entire
board.
FRANKLIN CALIFORNIA TAX-FREE INCOME FUND, INC.
MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT made between FRANKLIN CALIFORNIA TAX-
FREE INCOME FUND, INC., a Maryland Corporation, hereinafter
called the "Fund" and FRANKLIN ADVISERS, INC., a California
Corporation hereinafter called the "Manager."
WHEREAS, the Fund has been organized and operates as an
investment company registered under the Investment Company Act of
1940 for the purpose of investing and reinvesting its assets in
securities, as set forth in its Articles of Incorporation, its By-
Laws and its Registration Statements under the Investment Company
Act of 1940 and the Securities Act of 1933, all as heretofore
amended and supplemented; and the Fund desires to avail itself of
the services, information, advice, assistance and facilities of
an investment manager and to have an investment manager perform
for its various management, statistical, research, investment
advisory and other services; and,
WHEREAS, the Manager, a registered investment adviser under the
Investment Advisor's Act of 1940, has managed the Fund's
investments under a management agreement dated July 22, 1988,
which has been amended this date, and the Manager and the Fund
desire to restate such agreement in its entirety to reflect such
amendment.
NOW THEREFORE, in consideration of the terms and conditions
hereinafter set forth, it is agreed as follows:
1. Employment of the Manager. The Fund hereby employs the
Manager to manage the investment and reinvestment of the
Fund's assets and to administer its affairs, subject to the
direction of the Board of Directors and the officers of the
Fund, for the period and on the terms hereinafter set forth.
The Manager hereby accepts such employment and agrees during
such period to render the services and to assume the
obligations herein set forth for the compensation herein
provided. The Manager shall for all purposes herein be
deemed to be an independent contractor and shall, except as
expressly provided or authorized (whether herein or
otherwise), have no authority to act for or represent the
Fund in any way or otherwise be deemed an agent of the Fund.
2. Obligations of and Services to be Provided by the Manager.
The Manager undertakes to provide the services hereinafter
set forth and to assume the following obligations:
A. Office Space, Furnishings, Facilities, Equipment,
and Personnel. The Manager shall furnish to the Fund
adequate (i) office space, which may be space within
the offices of the Manager or in such other place as
may be agreed upon from time to time, (ii) office
furnishings, facilities and equipment as may be
reasonably required for managing the corporate affairs
and conducting the business of the Fund, including
complying with the corporate and securities reporting
requirements of the United States and the various
states in which the Fund does business, conducting
correspondence and other communications with the
shareholders of the Fund, maintaining all internal
bookkeeping, accounting and auditing services and
records in connection with the Fund's investment and
business activities, and computing net asset value.
The Manager shall employ or provide and compensate the
executive, secretarial and clerical personnel necessary
to provide such services. The Manager shall also
compensate all officers and employees of the Fund who
are officers or employees of the Manager.
B. Investment Management Services
(a) The Manager shall manage the Fund's assets and portfolio
subject to and in accordance with the investment objectives
and policies of the Fund and any directions which the Fund's
Board of Directors may issue from time to time. In pursuance
of the foregoing, the Manager shall make all determinations
with respect to the investment of the Fund's assets and the
purchase and sale of portfolio securities, and shall take
such steps as may be necessary to implement the same. Such
determinations and services shall also include determining
the manner in which voting rights, rights to consent to
corporate action and any other rights pertaining to the
Fund's portfolio securities shall be exercised. The Manager
shall render regular reports to the Fund, at regular
meetings of the Board of Directors and at such other times
as may be reasonably requested by the Fund's Board of
Directors, of (i) the decisions which it has made with
respect to the investment of the Fund's assets and the
purchase and sale of portfolio securities, (ii) the reasons
for such decisions and (iii) the extent to which those
decisions have been implemented.
(b) The Manager, subject to and in accordance with any
directions which the Fund's Board of Directors may issue
from time to time, shall place, in the name of the Fund,
orders for the execution of the Fund's portfolio
transactions. When placing such orders the Manager shall
seek to obtain the best net price and execution for the
Fund, but this requirement shall not be deemed to obligate
the Manager to place any order solely on the basis of
obtaining the lowest commission rate if the other standards
set forth in this section have been satisfied. The parties
recognize that there are likely to be many cases in which
different brokers are equally able to provide such best
price and execution and that, in selecting among such
brokers with respect to particular trades, it is desirable
to choose those brokers who furnish research, statistical
quotations and other information to the Fund and the Manager
in accord with the standards set forth below. Moreover, to
the extent that it continues to be lawful to do so and so
long as the Board determines that the Fund will benefit,
directly or indirectly, by doing so, the Manager may place
orders with a broker who charges a commission for that
transaction which is in excess of the amount of commission
that another broker would have charged for effecting that
transaction, provided that the excess commission is
reasonable in relation to the value of "brokerage and
research services" (as defined in Section 28(e) (3) of the
Securities Exchange Act of 1934) provided by that broker.
Accordingly, the Fund and the Manager agree that the Manager
shall select brokers for the execution of the Fund's
portfolio transactions from among:
(i) Those brokers and dealers who provide quotations
and other services to the Fund, specifically including
the quotations necessary to determine the Fund's net
assets, in such amount of total brokerage as may
reasonably be required in light of such services;
(ii) Those brokers and dealers who supply research,
statistical and other data to the Manager or its
affiliates which relate directly to portfolio
securities, actual or potential, of the Fund or which
place the Manager in a better position to make
decisions in connection with the management of the
Fund's assets and portfolio, whether or not such data
may also be useful to the Manager and its affiliates in
managing other portfolios or advising other clients, in
such amount of total brokerage as may reasonably be
required.
Provided that the Fund's officers are satisfied that the
best execution is obtained, the sale of Fund shares may also
be considered as a factor in the selection of broker-dealers
to execute the Fund's portfolio transactions.
(c) When the Manager has determined that the Fund should
tender securities pursuant to a "tender offer solicitation,"
Franklin/Templeton Distributors, Inc. ("Distributors") shall
be designated as the "tendering dealer" so long as it is
legally permitted to act in such capacity under the Federal
securities laws and rules thereunder and the rules of any
securities exchange or association of which it may be a
member. Neither the Manager nor Distributors shall be
obligated to make any additional commitments of capital,
expense or personnel beyond that already committed (other
than normal periodic fees or payments necessary to maintain
its corporate existence and membership in the National
Association of Securities Dealers, Inc.) as of the date of
this Agreement and this Agreement shall not obligate the
Manager or Distributors (i) to act pursuant to the foregoing
requirement under any circumstances in which they might
reasonably believe that liability might be imposed upon them
as a result of so acting, or (ii) to institute legal or
other proceedings to collect fees which may be considered to
be due from others to it as a result of such a tender,
unless the Fund shall enter into an agreement with the
Manager to reimburse them for all expenses connected with
attempting to collect such fees including legal fees and
expenses and that portion of the compensation due to their
employees which is attributable to the time involved in
attempting to collect such fees.
(d) The Manager shall render regular reports to the Fund,
not more frequently than quarterly, of how much total
brokerage business has been placed by the Manager with
brokers falling into each of the categories set forth in
(b)(i) and (ii) above and the manner in which the allocation
has been accomplished.
(e) The Manager agrees that no investment decision will be
made or influenced by a desire to provide brokerage for
allocation in accordance with the foregoing, and that the
right to make such allocation of brokerage shall not
interfere with the Manager's paramount duty to obtain the
best net price and execution for the Fund.
C. Provision of Information Necessary for Preparation of
Securities Registration Statements, Amendments and Other
Materials. The Manager, its officers and employees will
make available and provide accounting and statistical
information required by the Underwriter in the preparation
of registration statements, reports and other documents
required by Federal and state securities laws and with such
information as the Underwriter may reasonably request for
use in the preparation of such documents or of other
materials necessary or helpful for the underwriting and
distribution of the Fund's shares.
D. Other Obligations and Services. The Manager shall make
available its officers and employees to the Board of
Directors and officers of the Fund for consultation and
discussions regarding the administrative management of the
Fund and its investment activities.
3. Expenses of the Fund. It is understood that the Fund will
pay all its expenses other than those expressly assumed by
the Manager herein, which expenses payable by the Fund shall
include:
A. Fees to the Manager as provided herein;
B. Expenses of all audits by independent public
accountants;
C. Expenses of transfer agent, registrar, custodian,
dividend disbursing agent and shareholder record-
keeping services;
D. Expenses of obtaining quotations for calculating
the value of the Fund's net assets;
E. Salaries and other compensation of any of its
executive officers who are not officers, directors,
stockholders or employees of the Manager;
F. Taxes levied against the Fund;
G. Brokerage fees and commissions in connection with
the purchase and sale of portfolio securities for the
Fund;
H. Costs, including the interest expense, of
borrowing money;
I. Costs incident to corporate meetings of the Fund,
reports to the Fund to its shareholders, the filing of
reports with regulatory bodies and the maintenance of
the Fund's corporate existence;
J. Legal fees, including the legal fees related to
the registration and continued qualification of the
Fund shares for sale;
K. Costs of printing stock certificates representing
shares of the Fund;
L. Directors' fees and expenses to directors who are
not directors, officers, employees or stockholders of
the Manager or any of its affiliates; and
M. Its pro rata portion of the fidelity bond
insurance premium.
4. Compensation of the Manager. The Fund shall pay a monthly
management fee in cash to the Manager based upon a
percentage of the value of the Fund's net assets, calculated
as set forth below, on the first business day of each month
in each year as compensation for the services rendered and
obligations assumed by the Manager during the preceding
month. The initial management fee under this Agreement
shall be payable on the first business day of the first
month following the effective date of this Agreement, and
shall be reduced by the amount of any advance payments made
by the Fund relating to the previous month.
A. For purposes of calculating such fee, the value of
the net assets of the Fund shall be the net assets
computed as of the close of business on the last
business day of the month preceding the month in which
the payment is being made, determined in the same
manner as the Fund uses to compute the value of its net
assets in connection with the determination of the net
asset value of Fund shares, all as set forth more fully
in the Fund's current prospectus. The rate of the
monthly management fee shall be as follows:
5/96 of 1% of the value of net assets up to and
including $100,000,000; and
1/24 of 1% of the value of net assets over
$100,000,000 and not over $250,000,000; and
9/240 of 1% of the value of net assets over
$250,000,000; and not over $10 billion; and
11/300 of 1% of the value of net assets over $10
billion and not over $12.5 billion; and
7/200 of 1% of the value of net assets over $12.5
billion and not over $15 billion; and
1/30 of 1% of the value of net assets over $15
billion and not over $17.5 billion
19/600 of 1% of the value of net assets over from
$17.5 billion and not over $20 billion; and
3/100 of 1% of the value of net assets in excess
of $20 billion.
B. The Management fee payable by the Fund shall be
reduced or eliminated to the extent that Franklin
Advisers, Inc. has actually received cash payments of
tender offer solicitation fees less certain costs and
expenses incurred in connection therewith; and to the
extent necessary to comply with the limitations on
expenses which may be borne by the Fund as set forth in
the laws, regulations and administrative
interpretations of those states in which the Fund's
shares are registered.
C. If this Agreement is terminated prior to the end
of any month, the monthly management fee shall be
prorated for the portion of any month in which this
Agreement is in effect which is not a complete month
according to the proportion which the number of
calendar days in the fiscal quarter during which the
Agreement is in effect bears to the number of calendar
days in the month, and shall be payable within 10 days
after the date of termination.
5. Activities of the Manager. The services of the Manager to
the Fund hereunder are not to be deemed exclusive, and the
Manager and any of its affiliates shall be free to render
similar services to others. Subject to and in accordance
with the Articles of Incorporation and By-Laws of the Fund
and to Section 10(a) of the Federal Investment Company Act
of 1940, it is understood that directors, officers, agents
and stockholders of the Fund are or may be interested in the
Manager or its affiliates as directors, officers, agents or
stockholders, and that directors, officers, agents or
stockholders of the Manager or its affiliates are or may be
interested in the Fund as directors, officers, agents,
stockholders or otherwise, that the Manager or its
affiliates may be interested in the Fund as stockholders or
otherwise; and that the effect of any such interests shall
be governed by said Articles of Incorporation, the By-Laws
and the Act.
6. Liabilities of the Manager.
A. In the absence of willful misfeasance, bad faith,
gross negligence, or reckless disregard of obligations
or duties hereunder on the part of the Manager, the
Manager shall not be subject to liability to the Fund
or to any shareholder of the Fund for any act or
omission in the course of, or connected with, rendering
services hereunder or for any losses that may be
sustained in the purchase, holding or sale of any
security by the Fund.
B. Notwithstanding the foregoing, the Manager agrees
to reimburse the Fund for any and all costs, expenses,
and counsel and directors' fees reasonably incurred by
the Fund in the preparation, printing and distribution
of proxy statements, amendments to its Registration
Statement, holdings of meetings of its shareholders or
directors, the conduct of factual investigations, any
legal or administrative proceedings (including any
applications for exemptions or determinations by the
Securities and Exchange Commission) which the Fund
incurs as the result of action or inaction of the
Manager or any of its affiliates or any of their
officers, directors, employees or shareholders where
the action or inaction necessitating such expenditures
(i) is directly or indirectly related to any
transactions or proposed transaction in the shares or
control of the Manager or its affiliates (or litigation
related to any pending or proposed or future
transaction in such shares or control) which shall have
been undertaken without the prior, express approval of
the Fund's Board of Directors; or, (ii) is within the
control of the Manager or any of its affiliates or any
of their officers, directors, employees or
shareholders. The Manager shall not be obligated
pursuant to the provisions of this Subsection 6(B), to
reimburse the Fund for any expenditures related to the
institution of an administrative proceeding or civil
litigation by the Fund or a Fund shareholder seeking to
recover all or a portion of the proceeds derived by any
shareholder of the Manager or any of its affiliates
from the sale of his shares of the Manager, or similar
matters. So long as this Agreement is in effect, the
Manager shall pay to the Fund the amount due for
expenses subject to this Subsection 6(B) Agreement
within 30 days after a bill or statement has been
received by the Fund therefore. This provision shall
not be deemed to be a waiver of any claim the Fund may
have or may assert against the Manager or others for
costs, expenses or damages heretofore incurred by the
Fund or for costs, expenses or damages the Fund may
hereafter incur which are not reimbursable to it
hereunder.
C. No provision of this Agreement shall be construed
to protect any director or officer of the Fund, or the
Manager, from liability in violation of Sections 17(h)
and (i) of the Investment Company Act of 1940.
7. Renewal and Termination
A. This Agreement shall become effective on the date
written below and shall continue in effect until July
31, 1995. The Agreement is renewable annually
thereafter for successive periods not to exceed one
year (i) by a vote of a majority of the outstanding
voting securities of the Fund or by a vote of the Board
of Directors of the Fund, and (ii) by a vote of a
majority of the directors of the Fund who are not
parties to the Agreement or interested persons of any
parties to the Agreement (other than as Directors of
the Fund) cast in person at a meeting called for the
purpose of voting on the Agreement.
B. This Agreement:
(i) may at any time be terminated
without the payment of any penalty either by
vote of the Board of Directors of the Fund or
by vote of a majority of the outstanding
voting securities of the Fund, on 30 days'
written notice to the Manager;
(ii) shall immediately terminate in
the event of its assignment; and
(iii) may be terminated by the
Manager on 30 days' written notice to the
Fund.
C. As used in this Section the terms "assignment,"
"interested persons" and "vote of a majority of the
outstanding voting securities" shall have the meanings
set forth for any such terms in the Investment Company
Act of 1940, as amended.
D. Any notice under this Agreement shall be given in
writing addressed and delivered, or mailed post-paid,
to the other party at any office of such party.
8. Severability. If any provision of this Agreement shall be
held or made invalid by a court decision, statute, rule or
otherwise, the remainder of this Agreement shall not be
affected thereby.
IN WITNESS WHEREOF, the parties here to have caused this
Agreement to be executed the 1st day of May, 1994.
FRANKLIN CALIFORNIA TAX-FREE INCOME FUND, INC.
By /s/ Deborah R. Gatzek
FRANKLIN ADVISERS, INC.
By /s/ Harmon E. Burns
FRANKLIN CALIFORNIA TAX-FREE INCOME FUND, INC.
777 Mariners Island Blvd.
San Mateo, California 94404
Franklin/Templeton Distributors, Inc.
777 Mariners Island Blvd.
San Mateo, California 94404
Re: Amended and Restated Distribution Agreement
Gentlemen:
We (the "Fund") are a corporation or business trust operating as
an open-end management investment company or "mutual fund", which
is registered under the Investment Company Act of 1940 (the "1940
Act") and whose shares are registered under the Securities Act of
1933 (the "1933 Act"). We desire to issue one or more series or
classes of our authorized but unissued shares of capital stock or
beneficial interest (the "Shares") to authorized persons in
accordance with applicable Federal and State securities laws.
The Fund's Shares may be made available in one or more separate
series, each of which may have one or more classes.
You have informed us that your company is registered as a broker-
dealer under the provisions of the Securities Exchange Act of
1934 and that your company is a member of the National
Association of Securities Dealers, Inc. You have indicated your
desire to act as the exclusive selling agent and distributor for
the Shares. We have been authorized to execute and deliver this
Distribution Agreement ("Agreement") to you by a resolution of
our Board of Directors or Trustees ("Board") passed at a meeting
at which a majority of Board members, including a majority who
are not otherwise interested persons of the Fund and who are not
interested persons of our investment adviser, its related
organizations or with you or your related organizations, were
present and voted in favor of the said resolution approving this
Agreement.
1. Appointment of Underwriter. Upon the execution of this
Agreement and in consideration of the agreements on your part
herein expressed and upon the terms and conditions set forth
herein, we hereby appoint you as the exclusive sales agent for
our Shares and agree that we will deliver such Shares as you may
sell. You agree to use your best efforts to promote the sale of
Shares, but are not obligated to sell any specific number of
Shares.
However, the Fund and each series retain the right to make
direct sales of its Shares without sales charges consistent with
the terms of the then current prospectus and applicable law, and
to engage in other legally authorized transactions in its Shares
which do not involve the sale of Shares to the general public.
Such other transactions may include, without limitation,
transactions between the Fund or any series or class and its
shareholders only, transactions involving the reorganization of
the Fund or any series, and transactions involving the merger or
combination of the Fund or any series with another corporation or
trust.
2. Independent Contractor. You will undertake and
discharge your obligations hereunder as an independent contractor
and shall have no authority or power to obligate or bind us by
your actions, conduct or contracts except that you are authorized
to promote the sale of Shares. You may appoint sub-agents or
distribute through dealers or otherwise as you may determine from
time to time, but this Agreement shall not be construed as
authorizing any dealer or other person to accept orders for sale
or repurchase on our behalf or otherwise act as our agent for any
purpose.
3. Offering Price. Shares shall be offered for sale at a
price equivalent to the net asset value per share of that series
and class plus any applicable percentage of the public offering
price as sales commission or as otherwise set forth in our then
current prospectus. On each business day on which the New York
Stock Exchange is open for business, we will furnish you with the
net asset value of the Shares of each available series and class
which shall be determined in accordance with our then effective
prospectus. All Shares will be sold in the manner set forth in
our then effective prospectus and statement of additional
information, and in compliance with applicable law.
4. Compensation.
A. Sales Commission. You shall be entitled to charge
a sales commission on the sale or redemption, as appropriate, of
each series and class of each Fund's Shares in the amount of any
initial, deferred or contingent deferred sales charge as set
forth in our then effective prospectus. You may allow any sub-
agents or dealers such commissions or discounts from and not
exceeding the total sales commission as you shall deem advisable,
so long as any such commissions or discounts are set forth in our
current prospectus to the extent required by the applicable
Federal and State securities laws. You may also make payments to
sub-agents or dealers from your own resources, subject to the
following conditions: (a) any such payments shall not create any
obligation for or recourse against the Fund or any series or
class, and (b) the terms and conditions of any such payments are
consistent with our prospectus and applicable federal and state
securities laws and are disclosed in our prospectus or statement
of additional information to the extent such laws may require.
B. Distribution Plans. You shall also be entitled to
compensation for your services as provided in any Distribution
Plan adopted as to any series and class of any Fund's Shares
pursuant to Rule 12b-1 under the 1940 Act.
5. Terms and Conditions of Sales. Shares shall be offered
for sale only in those jurisdictions where they have been
properly registered or are exempt from registration, and only to
those groups of people which the Board may from time to time
determine to be eligible to purchase such shares.
6. Orders and Payment for Shares. Orders for Shares shall
be directed to the Fund's shareholder services agent, for
acceptance on behalf of the Fund. At or prior to the time of
delivery of any of our Shares you will pay or cause to be paid to
the custodian of the Fund's assets, for our account, an amount in
cash equal to the net asset value of such Shares. Sales of
Shares shall be deemed to be made when and where accepted by the
Fund's shareholder services agent. The Fund's custodian and
shareholder services agent shall be identified in its prospectus.
7. Purchases for Your Own Account. You shall not purchase
our Shares for your own account for purposes of resale to the
public, but you may purchase Shares for your own investment
account upon your written assurance that the purchase is for
investment purposes and that the Shares will not be resold except
through redemption by us.
8. Sale of Shares to Affiliates. You may sell our Shares
at net asset value to certain of your and our affiliated persons
pursuant to the applicable provisions of the federal securities
statutes and rules or regulations thereunder (the "Rules and
Regulations"), including Rule 22d-1 under the 1940 Act, as
amended from time to time.
9. Allocation of Expenses. We will pay the expenses:
(a) Of the preparation of the audited and
certified financial statements of our company to
be included in any Post-Effective Amendments
("Amendments") to our Registration Statement under
the 1933 Act or 1940 Act, including the prospectus
and statement of additional information included
therein;
(b) Of the preparation, including legal
fees, and printing of all Amendments or
supplements filed with the Securities and Exchange
Commission, including the copies of the
prospectuses included in the Amendments and the
first 10 copies of the definitive prospectuses or
supplements thereto, other than those necessitated
by your (including your "Parent's") activities or
Rules and Regulations related to your activities
where such Amendments or supplements result in
expenses which we would not otherwise have
incurred;
(c) Of the preparation, printing and
distribution of any reports or communications
which we send to our existing shareholders; and
(d) Of filing and other fees to Federal and
State securities regulatory authorities necessary
to continue offering our Shares.
You will pay the expenses:
(a) Of printing the copies of the
prospectuses and any supplements thereto and
statements of additional information which are
necessary to continue to offer our Shares;
(b) Of the preparation, excluding legal
fees, and printing of all Amendments and
supplements to our prospectuses and statements of
additional information if the Amendment or
supplement arises from your (including your
"Parent's") activities or Rules and Regulations
related to your activities and those expenses
would not otherwise have been incurred by us;
(c) Of printing additional copies, for use
by you as sales literature, of reports or other
communications which we have prepared for
distribution to our existing shareholders; and
(d) Incurred by you in advertising,
promoting and selling our Shares.
10. Furnishing of Information. We will furnish to you such
information with respect to each series and class of Shares, in
such form and signed by such of our officers as you may
reasonably request, and we warrant that the statements therein
contained, when so signed, will be true and correct. We will
also furnish you with such information and will take such action
as you may reasonably request in order to qualify our Shares for
sale to the public under the Blue Sky Laws of jurisdictions in
which you may wish to offer them. We will furnish you with
annual audited financial statements of our books and accounts
certified by independent public accountants, with semi-annual
financial statements prepared by us, with registration statements
and, from time to time, with such additional information
regarding our financial condition as you may reasonably request.
11. Conduct of Business. Other than our currently
effective prospectus, you will not issue any sales material or
statements except literature or advertising which conforms to the
requirements of Federal and State securities laws and regulations
and which have been filed, where necessary, with the appropriate
regulatory authorities. You will furnish us with copies of all
such materials prior to their use and no such material shall be
published if we shall reasonably and promptly object.
You shall comply with the applicable Federal and State
laws and regulations where our Shares are offered for sale and
conduct your affairs with us and with dealers, brokers or
investors in accordance with the Rules of Fair Practice of the
National Association of Securities Dealers, Inc.
12. Redemption or Repurchase Within Seven Days. If Shares
are tendered to us for redemption or repurchase by us within
seven business days after your acceptance of the original
purchase order for such Shares, you will immediately refund to us
the full sales commission (net of allowances to dealers or
brokers) allowed to you on the original sale, and will promptly,
upon receipt thereof, pay to us any refunds from dealers or
brokers of the balance of sales commissions reallowed by you. We
shall notify you of such tender for redemption within 10 days of
the day on which notice of such tender for redemption is received
by us.
13. Other Activities. Your services pursuant to this
Agreement shall not be deemed to be exclusive, and you may render
similar services and act as an underwriter, distributor or dealer
for other investment companies in the offering of their shares.
14. Term of Agreement. This Agreement shall become
effective on the date of its execution, and shall remain in
effect for a period of two (2) years. The Agreement is renewable
annually thereafter, with respect to the Fund or, if the Fund has
more than one series, with respect to each series, for successive
periods not to exceed one year (i) by a vote of (a) a majority of
the outstanding voting securities of the Fund or, if the Fund has
more than one series, of each series, or (b) by a vote of the
Board, and (ii) by a vote of a majority of the members of the
Board who are not parties to the Agreement or interested persons
of any parties to the Agreement (other than as members of the
Board), cast in person at a meeting called for the purpose of
voting on the Agreement.
This Agreement may at any time be terminated by the
Fund or by any series without the payment of any penalty, (i)
either by vote of the Board or by vote of a majority of the
outstanding voting securities of the Fund or any series on 90
days' written notice to you; or (ii) by you on 90 days' written
notice to the Fund; and shall immediately terminate with respect
to the Fund and each series in the event of its assignment.
15. Suspension of Sales. We reserve the right at all times
to suspend or limit the public offering of Shares upon two days'
written notice to you.
16. Miscellaneous. This Agreement shall be subject to the
laws of the State of California and shall be interpreted and
construed to further promote the operation of the Fund as an open-
end investment company. This Agreement shall supersede all
Distribution Agreements and Amendments previously in effect
between the parties. As used herein, the terms "Net Asset
Value," "Offering Price," "Investment Company," "Open-End
Investment Company," "Assignment," "Principal Underwriter,"
"Interested Person," "Parent," "Affiliated Person," and "Majority
of the Outstanding Voting Securities" shall have the meanings set
forth in the 1933 Act or the 1940 Act and the Rules and
Regulations thereunder.
Nothing herein shall be deemed to protect you against any
liability to us or to our securities holders to which you would
otherwise be subject by reason of willful misfeasance, bad faith
or gross negligence in the performance of your duties hereunder,
or by reason of your reckless disregard of your obligations and
duties hereunder.
If the foregoing meets with your approval, please acknowledge
your acceptance by signing each of the enclosed copies, whereupon
this will become a binding agreement as of the date set forth
below.
Very truly yours,
FRANKLIN CALIFORNIA TAX-FREE INCOME FUND, INC.
By:_______________________________
Accepted:
Franklin/Templeton Distributors, Inc.
By:__________________________________
DATED: ____________
AGREEMENT
AGREEMENT, made as of December 1, 1982, between Franklin
California Tax-Free Income Fund, Inc. a Maryland corporation
(hereinafter called the "Fund") and Bank of America NT & SA, a
national banking association (hereinafter called the
"Custodian").
WITNESSETH:
WHEREAS, the Fund is registered as an investment
company under the Investment Company Act of 1940, as amended (the
"1940 Act"), as a diversified, open-end management company and
desires that its securities and cash shall be held and
administered by the Custodian pursuant to the terms of this
Agreement; and
WHEREAS, the Custodian has an aggregate capital, surplus,
and undivided profits in excess of Two Million Dollars
($2,000,000), and has its functions and physical facilities
supervised by federal authority and is ready and willing to serve
pursuant to and subject to the terms of this Agreement:
NOW, THEREFORE, in consideration of the mutual agreements
herein made, the Fund, and Custodian agree as follows:
Sec. 1. Definitions:
The word "securities" as used herein includes stocks,
shares, bonds, debentures, notes, mortgages and other obligations
and any certificates, receipts, warrants or other instruments
representing rights to receive, purchase, or subscribe for the
same, or evidencing or representing any other rights or interests
therein, or in any property or assets.
The term "proper instructions" shall mean a request or
direction by telephone or any other communication device from an
authorized Fund designee to be followed by a certification in
writing signed in the name of the Fund by any two of the
following persons: the Chairman of the Executive Committee, the
President, a Vice-President, the Secretary and Treasurer of the
Corporation, or any other persons duly authorized to sign by the
Board of Directors of the Fund and for whom authorization has
been communicated in writing to the Custodian. The term "proper
officers" shall mean the officers authorized above to give proper
instructions.
Sec. 2. Names, Titles and Signatures of Authorized Signers:
An officer of the Corporation will certify to Custodian
the names and signatures of those persons authorized to sign in
accordance with Sec. 1 hereof, and on a timely basis, of any
changes which thereafter may occur.
Sec. 3. Receipt and Disbursement of Money:
A. Custodian shall open and maintain a separate account
or accounts in the name of the Fund, subject only to draft or
order by Custodian acting pursuant to the terms of this
Agreement, ("Direct Demand Deposit Account"). Custodian shall
hold in such account or accounts, subject to the provisions
hereof, all cash received by it from or for the accounts of the
Fund. This shall include, without limitation, the proceeds from
the sale of shares of the capital stock of the Fund which shall
be received along with proper instructions from the Fund. All
such payments received by Custodian shall be converted to Federal
Funds no later than the day after receipt and deposited to such
Direct Demand Deposit Account.
B. Custodian shall make payments of cash to, or for the
account of, the Fund from such cash or Direct Demand Deposit
Account only (a) for the purchase of securities for the portfolio
of the Fund upon the delivery of such securities to Custodian
registered in the name of the Custodian or of the nominee or
nominees thereof, in the proper form for transfer, (b) for the
redemption of shares of the capital stock of the Fund, (c) for
the payment of interest, dividends, taxes, management or
supervisory fees or any operating expenses (including, without
limitations thereto, fees for legal, accounting and auditing
services), (d) for payments in connection with the conversion,
exchange or surrender of securities owned or subscribed to by the
Fund held by or to be delivered to Custodian; or (e) for other
proper corporate purposes. Before making any such payment
Custodian shall receive and may rely upon, proper instructions
requesting such payment and setting forth the purposes of such
payment.
Custodian is hereby authorized to endorse and collect for
the account of the Fund all checks, drafts or other orders for
the payment of money received by Custodian for the account of the
Fund.
Sec. 4. Holding of Securities:
Custodian shall hold all securities received by it for
the account of the Fund, pursuant to the provisions hereof, in
accordance with the provisions of Section 17(f) of the Investment
Company Act of 1940 and the regulations thereunder. All such
securities are to be held or disposed of by the Custodian for,
and subject at all times to the proper instructions of, the Fund,
pursuant to the terms of this Agreement. The Custodian shall have
no power of authority to assign, hypothecate, pledge or otherwise
dispose of any such securities and investments, except pursuant
to the proper instructions of the Fund and only for the account
of the Fund as set forth in Sec. 5 of this Agreement.
Sec. 5. Transfer, Exchange or Delivery, of Securities:
Custodian shall have sole power to release or to deliver
any securities of the Fund held by it pursuant to this Agreement.
Custodian agrees to transfer, exchange, or deliver securities
held by it hereunder only (a) for the sales of such securities
for the account of the Fund upon receipt by Custodian of payment
therefor, (b) when such securities are called, redeemed or
retired or otherwise become payable, (c) for examination by any
broker selling any such securities in accordance with "street
delivery" custom, (d) in exchange for or upon conversion into
other securities alone or other securities and cash whether
pursuant to any plan or merger, consolidation, reorganization,
recapitalization or readjustment, or otherwise, (e) upon
conversion of such securities pursuant to their terms into other
securities, (f) upon exercise of subscription, purchase or other
similar rights represented by such securities, (g) for the
purpose of exchanging interim receipts or temporary securities
for definitive securities, (h) for the purpose of redeeming in
kind shares of capital stock of the Fund upon delivery thereof to
Custodian, or (i) for other proper corporate purposes. Any
securities or cash receivable in exchange for such deliveries
made by Custodian, shall be deliverable to Custodian. Before
making any such transfer, exchange or delivery, the Custodian
shall receive, and may rely upon, proper instructions authorizing
such transfer, exchange or delivery and setting forth the purpose
thereof.
Sec. 6. Other Actions of Custodians:
(a) The Custodian shall collect, receive and deposit
income dividends, interest and other payments or distribution of
cash or property of whatever kind with respect to the securities
held hereunder; receive and collect securities received as a
distribution upon portfolio securities as a result of a stock
dividend, share split-up, reorganization, recapitalization,
consolidation, merger, readjustment, distribution of rights and
other items of like nature, or otherwise, and execute ownership
and other certificates and affidavits for all federal and state
tax purposes in connection with the collection of coupons upon
corporate securities, setting forth in any such certificate or
affidavit the name of the Fund as owner of such securities; and
do all other things necessary or proper in connection with the
collection, receipt and deposit of such income and securities,
including without limiting the generality of the foregoing,
presenting for payment all coupons and other income items
requiring presentation and presenting for payment all securities
which may be called, redeemed, retired or otherwise become
payable. Amounts to be collected hereunder shall be credited to
the account of the Fund according to the following formula:
(1) Periodic interest payments and final payments on
maturities of Federal instruments such as U.S. Treasury bills,
bonds and notes; interest payments and final payments on
maturities of other money market instruments including tax-exempt
money market instruments payable in federal or depository funds;
and payments on final maturities of GNMA instruments, shall be
credited to the account of the Fund on payable or maturity date.
(2) Dividends on equity securities and interest
payments, and payments on final maturities of municipal bonds
(except called bonds) shall be credited to the account of the
Fund on payable or maturity date plus one.
(3) Payments for the redemption of called bonds,
including called municipal bonds shall be credited to the account
of the Fund on the payable date except that called municipal
bonds paid in other than Federal or depository funds shall be
credited on payable date plus one.
(4) Periodic payments of interest and/or of partial
principal on GNMA instruments (other than payments on final
maturity) shall be credited to the account of the Fund on payable
date plus three.
(5) Should the Custodian fail to credit the account of
the Fund on the date specified in paragraphs (1) - (4) above, the
Fund may at its option, require compensation from the Custodian
of foregone interest (at the rate of prime plus one) and for
damages, if any.
(b) Payments to be received or to be paid in connection
with purchase and sale transactions shall be debited or credited
to the account of the Fund on the contract settlement date with
the exception of "when-issued" municipal bonds. Payments to be
made for purchase by the Fund of when-issued municipal bonds
shall be debited to the account of the Fund on actual settlement
date.
(1) In the event a payment is wrongfully debited to the
account of the Fund due to an error by the Custodian, the
Custodian will promptly credit such amount to the Fund, plus
interest (prime plus one) and damages, if any.
(2) In the event a payment is credited to the account
of the Fund and the Custodian is unable to deliver securities
being sold due to an error on the part of the Fund, such payment
shall be debited to the account of the Fund, and an appropriate
charge for costs of the transaction may be sent by the Custodian
to the Fund.
Sec. 7. Reports by Custodian:
Custodian shall each business day furnish the Fund with
a statement summarizing all transactions and entries for the
account of the Fund for the preceding day. At the end of every
month Custodian shall furnish the Fund with a list of the
portfolio securities showing the quantity of each issue owned,
the cost of each issue and the market value of each issue at the
end of each month. Such monthly report shall also contain
separate listings of (a) unsettled trades and (b) when-issued
securities. Custodian shall furnish such other reports as may be
mutually agreed upon from time-to-time.
Sec. 8. Compensation:
Custodian shall be paid as compensation for its
services pursuant to this Agreement such compensation as may from
time-to-time be agreed upon in writing between the two parties.
Sec. 9. Liabilities and Indemnifications:
(a) Custodian shall not be liable for any action taken
in good faith upon any proper instructions herein described or
certified copy of any resolution of, the Board of Directors, and
may rely on the genuineness of any such document which it may in
good faith believe to have been validly executed.
(b) The Fund agrees to indemnify and hold harmless the
Custodian and its nominee from all taxes, charges, expenses,
assessments, claims and liabilities (including counsel fees)
incurred or assigned against it or its nominee in connection with
the performance of this Agreement, except such as may arise from
negligent action, negligent failure to act or willful misconduct
of Custodian or its nominee.
Sec. 10. Records:
The Custodian hereby acknowledges that all of the records
it shall prepare and maintain pursuant to this Agreement shall be
the property of the Fund and, if and to the extent applicable, of
the principal underwriter of the shares of the Fund, and that
upon proper instructions of the Fund or such principal
underwriter, if any, or both, it shall:
(a) Deliver said records to the Fund, principal
underwriter or a successor custodian, as appropriate:
(b) Provide the auditors of the Fund or principal
underwriter or any securities regulatory agency with a copy of
such records without charge; and provide the Fund and successor
custodian with a reasonable number of reports and copies of such
records at a mutually agreed upon charge appropriate to the
circumstances.
(c) Permit any securities regulatory agency to inspect
or copy during normal business hours of the Custodian any such
records.
Sec. 11. Appointment of Agents:
(a) The Custodian shall have the authority, in its
discretion, to appoint an agent or agents to do and perform any
acts or things for and on behalf of the Custodian, pursuant at
all times to its instructions, as the Custodian is permitted to
do under this Agreement.
(b) Any agent or agents appointed to have physical
custody of securities held under this Agreement or any part
thereof must be: (1) a bank or banks, as that term is defined in
Section 2(a)(5) of the 1940 Act, having an aggregate, surplus and
individual profits of not less than $2,000,000 (or such greater
sum as may then be required by applicable laws), or (2) a
securities depository, (the "Depository") as that term is defined
in Rule 17f-4 under the 1940 Act, upon proper instructions from
the Fund and subject to any applicable regulations, or (3) the
book-entry system of the U.S. Treasury Department and Federal
Reserve Board, (the "System") upon proper instructions and
subject to any applicable regulations.
(c) With respect to portfolio securities deposited or
held in the System or the Depository, Custodian shall:
1) hold such securities in a nonproprietary account
which shall not include securities owned by
Custodian;
2) on each day on which there is a transfer to or
from the Fund in such portfolio securities, send a
written confirmation to the Fund;
3) upon receipt by Custodian, send promptly to
Fund(i) a copy of any reports Custodian receives
from the System or the Depository concerning
internal accounting controls, and (ii) a copy of
such reports on Custodian's systems of internal
accounting controls as Fund may reasonably
request.
(d) The delegation of any responsibilities or
activities by the Custodian to any agent or agents shall not
relieve the Custodian from any liability which would exist if
there were no such delegation.
Sec. 12. Assignment and Termination:
(a) This Agreement may not be assigned by the Fund or
the Custodian without written consent of the other party.
(b) Either the Custodian or the Fund may terminate this
Agreement without payment of any penalty, at any time upon one
hundred twenty (120) days written notice thereof delivered by the
one to the other, and upon the expiration of said one hundred
twenty (120) days, this Agreement shall terminate; provided,
however, that this Agreement shall continue thereafter for such
period as may be necessary for the complete divestiture of all
assets held hereinunder, as next herein provided. In the event of
such termination, the Custodian will immediately upon the receipt
or transmittal of such notice, as the case may be, commence and
prosecute diligently to completion the transfer of all cash and
the delivery of all portfolio securities, duly endorsed, to the
successor of the Custodian when appointed by the Fund. The Fund
shall select such successor custodian within sixty (60) days
after the giving of such notice of termination, and the
obligation of the Custodian named herein to deliver and transfer
over said assets directly to such successor custodian shall
commence as soon as such successor is appointed and shall
continue until completed, as aforesaid. At any time after
termination hereof the Fund may have access to the records of the
administration of this custodianship whenever the same may be
necessary.
(c) If, after termination of the services of the
Custodian, no successor custodian has been appointed within the
period above provided, the Custodian may deliver the cash and
securities owned by the Fund to a bank or trust company of its
own selection having an aggregate capital, surplus and undivided
profits of not less than Two Million Dollars ($2,000,000) (or
such greater sum as may then be required by the laws and
regulations governing the conduct by the Fund of its business as
an investment company) and having its functions and physical
facilities supervised by federal or state authority, to be held
as the property of the Fund under the terms similar to those on
which they were held by the retiring Custodian, whereupon such
bank or trust company so selected by the Custodian shall become
the successor custodian with the same effect as though selected
by the Board of Directors of the Fund.
IN WITNESS WHEREOF, the parties hereto have duly
executed this Agreement.
FRANKLIN CALIFORNIA TAX-FREE INCOME
FUND, INC.
By: /s/ Harmon E. Burns
Attest:
/s/ Deborah R. Gatzek
Bank of America, NT & SA
By: /s/ Paul Fitzpatrick
Attest:
/s/ illegible
FRANKLIN
GROUP OF FUNDS
(FRANKLIN LOGO)
777 Mariners Island Blvd.
San Mateo, CA 94404-1585
415/570-3000
April 2, 1990
Lee D. Harbert, Vice President & Mgr.
Bank of America NT & SA
555 California St. 4th Floor
San Francisco, CA 94104
Dear Lee:
This will confirm our agreement to modify the Custodian
Agreement for the funds listed below as follows:
Section 6(a) (4) will be modified to read: "Periodic
payments of interest and/or of partial principal on GNMA
instruments (other than payments on final maturity) shall be
credited to the account of the Fund on payable date plus two."
FRANKLIN GROUP OF FUNDS
Franklin Investors Securities Trust
Franklin Tax-Free Trust
Franklin California Tax-Free Income Fund, Inc.
Franklin Federal Tax-Free Income Fund
AGE High Income Fund, Inc.
Franklin New York Tax-Free Income Fund, Inc.
Franklin Equity Fund
Franklin California Tax-Free Trust
Institutional Fiduciary Trust
Franklin Gold Fund
Franklin Tax-Exempt Money Fund
Franklin Pennsylvania Investors Fund
Franklin Money Fund
Franklin Federal Money Fund
Franklin Custodian Funds, Inc.
Franklin Option Fund
Franklin Tax-Advantaged U.S. Government Securities Fund
Franklin Tax-Advantaged High Yield Securities Fund
Franklin Managed Trust
Franklin Valuemark Funds
Franklin Government Securities Trust
Franklin New York Tax-Exempt Money Fund
Franklin Balance Sheet Investment Fund
Please sign the enclosed copy of this letter in the space
indicated and return it to me. If you have any questions,
please call me.
Sincerely,
/s/ Deborah R. Gatzek
Deborah R. Gatzek
Approved and agreed:
/s/ Lee D. Harbert
By: Lee D. Harbert
CONSENT OF INDEPENDENT AUDITORS
To the Board of Directors of
Franklin California Tax-Free Income Fund, Inc.:
We consent to the incorporation by reference in
Post-Effective Amendment No. 19 to the Registration
Statement of Franklin California Tax-Free Income Fund,
Inc. on Form N-1A (File No. 2-60470 & 811-2790) of
our report dated April 25, 1994 on our audit of
the financial statements and financial highlights
of the Fund, which report is included in the Annual
Report to Shareholders for the year ended March 31, 1994,
which is incorporated by reference in the Registration Statement.
/s/ COOPERS & LYBRAND L.L.P.
San Francisco, California
April 14, 1995
To: All Franklin Templeton Funds Listed on Schedule A
777 Mariners Island Blvd.
San Mateo, CA 94404
Gentlemen:
We propose to invest $100.00 in the Class II shares (the "Shares") of
each of the Funds listed on the attached Schedule A (the "Funds"), on the
business day immediately preceding the effective date for each Fund's Class
II shares, at a purchase price per share equivalent to the net asset value
per share of each Fund's Class I shares on the date of purchase. We will
purchase the Shares in a private offering prior to the effectiveness of the
post-effective amendment to the Form N-1A registration statement under which
each Fund's Class II shares are initially offered, as filed by the Fund under
the Securities Act of 1933. The Shares are being purchased to serve as the
seed money for each Fund's Class II shares prior to the commencement of the
public offering of Class II shares.
In connection with such purchase, we understand that we, the purchaser,
intend to acquire the Shares for our own account as the sole beneficial owner
thereof and have no present intention of redeeming or reselling the Shares so
acquired.
We consent to the filing of this Investment Letter as an exhibit to the
form N-1A registration statement of each Fund.
Sincerely,
FRANKLIN RESOURCES, INC.
By: /s/ Harmon E. Burns
Harmon E. Burns
Executive Vice President
Date: April 12, 1995
SCHEDULE A
INVESTMENT COMPANY FUND & CLASS; TITAN NUMBER
Franklin Gold Fund Franklin Gold Fund - Class II; 232
Franklin Equity Fund Franklin Equity Fund - Class II; 234
AGE High Income Fund, Inc. AGE High Income Fund - Class II; 205
Franklin Custodian Funds, Inc. Growth Series - Class II; 206
Utilities Series - Class II; 207
Income Series - Class II; 209
U.S. Government Securities
Series - Class II; 210
Franklin California Tax-Free Franklin California Tax-Free Income
Income Fund, Inc. Fund - Class II; 212
Franklin New York Tax-Free Franklin New York Tax-Free Income
Income Fund, Inc. Fund - Class II; 215
Franklin Federal Tax-Free Franklin Federal Tax-Free Income
Income Fund Fund -Class II; 216
Franklin Managed Trust Franklin Rising Dividends
Fund - Class II; 258
Franklin California Tax-Free Franklin California Insured Tax-Free
Trust
Income Fund - Class II; 224
Franklin New York Tax-Free Trust Franklin New York Insured Tax-Free
Income Fund - Class II; 281
Franklin Investors Securities Franklin Global Government Income
Trust
Fund - Class II; 235
Franklin Equity Income
Fund - Class II; 239
Franklin Strategic Series Franklin Global Utilities
Fund - Class II; 297
Franklin Real Estate Securities Franklin Real Estate Securities
Trust
Fund - Class II; 292
INVESTMENT COMPANY FUND AND CLASS; TITAN NUMBER
Franklin Tax-Free Franklin Alabama Tax-Free Income Fund - Class II; 264
Trust Franklin Arizona Tax-Free Income Fund - Class II; 226
Franklin Colorado Tax-Free Income Fund - Class II; 227
Franklin Connecticut Tax Free Income
Fund - Class II; 266
Franklin Florida Tax-Free Income Fund - Class II; 265
Franklin Georgia Tax-Free Income Fund - Class II; 228
Franklin High Yield Tax-Free Income Fund - Class II; 230
Franklin Insured Tax-Free Income Fund - Class II; 221
Franklin Louisiana Tax-Free Income Fund - Class II; 268
Franklin Maryland Tax-Free Income Fund - Class II; 269
Franklin Massachusetts Insured Tax-Free Income
Fund - Class II; 218
Franklin Michigan Insured Tax-Free Income
Fund - Class II; 219
Franklin Minnesota Insured Tax-Free Income
Fund - Class II; 220
Franklin Missouri Tax-Free Income Fund - Class II; 260
Franklin New Jersey Tax-Free Income
Fund - Class II; 271
Franklin North Carolina Tax-Free Income
Fund - Class II; 270
Franklin Ohio Insured Tax-Free Income
Fund - Class II; 222
Franklin Oregon Tax-Free Income Fund - Class II; 261
Franklin Pennsylvania Tax-Free Income
Fund - Class II; 229
Franklin Puerto Rico Tax-Free Income
Fund - Class II; 223
Franklin Texas Tax-Free Income Fund - Class II; 262
Franklin Virginia Tax-Free Income Fund - Class II; 263
FRANKLIN CALIFORNIA TAX-FREE INCOME FUND, INC.
Preamble to Distribution Plan
The following Distribution Plan (the "Plan") has been
adopted pursuant to Rule 12b-1 under the Investment Company Act
of 1940 (the "Act") by Franklin California Tax-Free Income Fund,
Inc. (the "Fund"), which Plan shall take effect on 1st day of
May, 1994 (the "Effective Date of the Plan"). The Plan has been
approved by a majority of the Board of Directors of the Fund (the
"Board of Directors"), including a majority of the directors who
are not interested persons of the Fund and who have no direct or
indirect financial interest in the operation of the Plan (the
"non-interested directors"), cast in person at a meeting called
for the purpose of voting on such Plan.
In reviewing the Plan, the Board of Directors considered the
schedule and nature of payments and terms of the Management
Agreement between the Fund and Franklin Advisers, Inc.
("Advisers") and the terms of the Underwriting Agreement between
the Fund and Franklin/Templeton Distributors, Inc.
("Distributors"). The Board of Directors concluded that the
compensation of Advisers, under the Management Agreement, and of
Distributors, under the Underwriting Agreement, was fair and not
excessive; however, the Board of Directors also recognized that
uncertainty may exist from time to time with respect to whether
payments to be made by the Fund to Advisers, Distributors, or
others or by Advisers or Distributors to others may be deemed to
constitute distribution expenses. Accordingly, the Board of
Directors determined that the Plan should provide for such
payments and that adoption of the Plan would be prudent and in
the best interest of the Fund and its shareholders. Such approval
included a determination that in the exercise of their reasonable
business judgment and in light of their fiduciary duties, there
is a reasonable likelihood that the Plan will benefit the Fund
and its shareholders.
DISTRIBUTION PLAN
1. The Fund shall reimburse Distributors or others for all
expenses incurred by Distributors or others in the promotion and
distribution of the shares of the Fund, including but not limited
to, the printing of prospectuses and reports used for sales
purposes, expenses of preparing and distributing sales literature
and related expenses, advertisements, and other distribution-
related expenses, including a prorated portion of Distributors'
overhead expenses attributable to the distribution of Fund
shares, as well as any distribution or service fees paid to
securities dealers or their firms or others who have executed a
servicing agreement with the Fund, Distributors or its
affiliates, which form of agreement has been approved from time
to time by the directors, including the non-interested directors.
2. The maximum amount which may be reimbursed by the Fund to
Distributors or others pursuant to Paragraph 1 herein shall be
0.10% per annum of the average daily net assets of the Fund. Said
reimbursement shall be made quarterly by the Fund to Distributors
or others.
3. In addition to the payments which the Fund is authorized to
make pursuant to paragraphs 1 and 2 hereof, to the extent that
the Fund, Advisers, Distributors or other parties on behalf of
the Fund, Advisers or Distributors make payments that are deemed
to be payments for the financing of any activity primarily
intended to result in the sale of shares issued by the Fund
within the context of Rule 12b-1 under the Act, then such
payments shall be deemed to have been made pursuant to the Plan.
In no event shall the aggregate asset-based sales charges
which include payments specified in paragraphs 1 and 2, plus any
other payments deemed to be made pursuant to the Plan under this
paragraph, exceed the amount permitted to be paid pursuant to the
Rules of Fair Practice of the National Association of Securities
Dealers, Inc., Article III, Section 26(d).
4. Distributors shall furnish to the Board of Directors, for
their review, on a quarterly basis, a written report of the
monies reimbursed to it and to others under the Plan, and shall
furnish the Board of Directors with such other information as the
Board of Directors may reasonably request in connection with the
payments made under the Plan in order to enable the Board of
Directors to make an informed determination of whether the Plan
should be continued.
5. The Plan shall continue in effect for a period of more than
one year only so long as such continuance is specifically
approved at least annually by a vote of the Board of Directors,
including the non-interested directors, cast in person at a
meeting called for the purpose of voting on the Plan.
6. The Plan, and any agreements entered into pursuant to this
Plan, may be terminated at any time, without penalty, by vote of
a majority of the outstanding voting securities of the or by
vote of a majority of the non-interested directors, on not more
than sixty (60) days' written notice, or by Distributors on not
more than sixty (60) days' written notice, and shall terminate
automatically in the event of any act that constitutes an
assignment of the Management Agreement between the Fund and
Advisers.
7. The Plan, and any agreements entered into pursuant to this
Plan, may not be amended to increase materially the amount to be
spent for distribution pursuant to Paragraph 2 hereof without
approval by a majority of the Fund's outstanding voting
securities.
8. All material amendments to the Plan, or any agreements
entered into pursuant to this Plan, shall be approved by a vote
of the non-interested directors cast in person at a meeting
called for the purpose of voting on any such amendment.
9. So long as the Plan is in effect, the selection and
nomination of the Fund's non-interested directors shall be
committed to the discretion of such non-interested directors.
This Plan and the terms and provisions thereof are hereby
accepted and agreed to by the Fund and Distributors as evidenced
by their execution hereof.
FRANKLIN CALIFORNIA TAX-FREE INCOME FUND, INC.
By: /s/ Deborah R. Gatzek
FRANKLIN/TEMPLETON DISTRIBUTORS, INC.
By: /s/ Harmon E. Burns
CLASS II DISTRIBUTION PLAN
I. Investment Company: FRANKLIN CALIFORNIA TAX-FREE INCOME FUND, INC.
II. Fund and Class: FRANKLIN CALIFORNIA TAX-FREE INCOME FUND - CLASS
II
III. Maximum Per Annum Rule 12b-1 Fees for Class II Shares
(as a percentage of average daily net assets of the class)
A. Distribution Fee: 0.50%
B. Service Fee: 0.15%
PREAMBLE TO CLASS II DISTRIBUTION PLAN
The following Distribution Plan (the "Plan") has been
adopted pursuant to Rule 12b-1 under the Investment Company Act
of 1940 (the "Act") by the Investment Company named above
("Investment Company") for the class II shares (the "Class") of
each Fund named above ("Fund"), which Plan shall take effect as
of the date class II shares are first offered (the "Effective
Date of the Plan"). The Plan has been approved by a majority of
the Board of Directors or Trustees of the Investment Company (the
"Board"), including a majority of the Board members who are not
interested persons of the Investment Company and who have no
direct, or indirect financial interest in the operation of the
Plan (the "non-interested Board members"), cast in person at a
meeting called for the purpose of voting on such Plan.
In reviewing the Plan, the Board considered the schedule and
nature of payments and terms of the Management Agreement between
the Investment Company and Franklin Advisers, Inc. and the terms
of the Underwriting Agreement between the Investment Company and
Franklin/Templeton Distributors, Inc. ("Distributors"). The
Board concluded that the compensation of Advisers, under the
Management Agreement, and of Distributors, under the Underwriting
Agreement, was fair and not excessive. The approval of the Plan
included a determination that in the exercise of their reasonable
business judgment and in light of their fiduciary duties, there
is a reasonable likelihood that the Plan will benefit the Fund
and its shareholders.
DISTRIBUTION PLAN
1. (a) The Fund shall pay to Distributors a quarterly fee
not to exceed the above-stated maximum distribution fee per annum
of the Class' average daily net assets represented by shares of
the Class, as may be determined by the Board from time to time.
(b) In addition to the amounts described in (a) above,
the Fund shall pay (i) to Distributors for payment to dealers or
others, or (ii) directly to others, an amount not to exceed the
above-stated maximum service fee per annum of the Class' average
daily net assets represented by shares of the Class, as may be
determined by the Fund's Board from time to time, as a service
fee pursuant to servicing agreements which have been approved
from time to time by the Board, including the non-interested
Board members.
2. (a) Distributors shall use the monies paid to it
pursuant to Paragraph 1(a) above to assist in the distribution
and promotion of shares of the Class. Payments made to
Distributors under the Plan may be used for, among other things,
the printing of prospectuses and reports used for sales purposes,
expenses of preparing and distributing sales literature and
related expenses, advertisements, and other distribution-related
expenses, including a pro-rated portion of Distributors' overhead
expenses attributable to the distribution of Class shares, as
well as for additional distribution fees paid to securities
dealers or their firms or others who have executed agreements
with the Investment Company, Distributors or its affiliates,
which form of agreement has been approved from time to time by
the Trustees, including the non-interested trustees. In
addition, such fees may be used to pay for advancing the
commission costs to dealers or others with respect to the sale of
Class shares.
(b) The monies to be paid pursuant to paragraph 1(b)
above shall be used to pay dealers or others for, among other
things, furnishing personal services and maintaining shareholder
accounts, which services include, among other things, assisting
in establishing and maintaining customer accounts and records;
assisting with purchase and redemption requests; arranging for
bank wires; monitoring dividend payments from the Fund on behalf
of customers; forwarding certain shareholder communications from
the Fund to customers; receiving and answering correspondence;
and aiding in maintaining the investment of their respective
customers in the Class. Any amounts paid under this paragraph
2(b) shall be paid pursuant to a servicing or other agreement,
which form of agreement has been approved from time to time by
the Board.
3. In addition to the payments which the Fund is authorized
to make pursuant to paragraphs 1 and 2 hereof, to the extent that
the Fund, Advisers, Distributors or other parties on behalf of
the Fund, Advisers or Distributors make payments that are deemed
to be payments by the Fund for the financing of any activity
primarily intended to result in the sale of Class shares issued
by the Fund within the context of Rule 12b-1 under the Act, then
such payments shall be deemed to have been made pursuant to the
Plan.
In no event shall the aggregate asset-based sales charges
which include payments specified in paragraphs 1 and 2, plus any
other payments deemed to be made pursuant to the Plan under this
paragraph, exceed the amount permitted to be paid pursuant to the
Rules of Fair Practice of the National Association of Securities
Dealers, Inc., Article III, Section 26(d).
4. Distributors shall furnish to the Board, for its review,
on a quarterly basis, a written report of the monies reimbursed
to it and to others under the Plan, and shall furnish the Board
with such other information as the Board may reasonably request
in connection with the payments made under the Plan in order to
enable the Board to make an informed determination of whether the
Plan should be continued.
5. The Plan shall continue in effect for a period of more
than one year only so long as such continuance is specifically
approved at least annually by the Board, including the non-
interested Board members, cast in person at a meeting called for
the purpose of voting on the Plan.
6. The Plan, and any agreements entered into pursuant to
this Plan, may be terminated at any time, without penalty, by
vote of a majority of the outstanding voting securities of the
Fund or by vote of a majority of the non-interested Board
members, on not more than sixty (60) days' written notice, or by
Distributors on not more than sixty (60) days' written notice,
and shall terminate automatically in the event of any act that
constitutes an assignment of the Management Agreement between the
Fund and Advisers.
7. The Plan, and any agreements entered into pursuant to
this Plan, may not be amended to increase materially the amount
to be spent for distribution pursuant to Paragraph 1 hereof
without approval by a majority of the Fund's outstanding voting
securities.
8. All material amendments to the Plan, or any agreements
entered into pursuant to this Plan, shall be approved by the non-
interested Board members cast in person at a meeting called for
the purpose of voting on any such amendment.
9. So long as the Plan is in effect, the selection and
nomination of the Fund's non-interested Board members shall be
committed to the discretion of such non-interested Board members.
This Plan and the terms and provisions thereof are hereby
accepted and agreed to by the Investment Company and Distributors
as evidenced by their execution hereof.
Date: __________________, 1995
Investment Company
By:________________________________
Franklin/Templeton Distributors, Inc.
By:_____________________________________
SEC STANDARD TOTAL RETURN
AS OF: 3/31/95
MAX OFFER NAV
ONE YEAR 1.82% 6.40%
P= 1000.00 1000.00
T= 0.0182 0.0640
n= 1 1
ERV= 1018.20 1064.00
FIVE YEAR 6.72% 7.66%
P= 1000.00 1000.00
T= 0.0672 0.0766
n= 5 5
ERV= 1384.30 1446.34
TEN YEAR 8.33% 8.79%
P= 1000.00 1000.00
T= 0.0833 0.0879
n= 10 10
ERV= 2225.81 2322.15
FROM INCEPTION 02/01/77 5.75% 6.00%
P= 1000.00 1000.00
T= 0.0575 0.0600
n= 18.1726 18.1726
ERV= 2762.09 2883.19
AGGREGATE TOTAL RETURN
1 YEAR 1.82% 6.40%
5 YEAR 38.40% 44.63%
10 YEAR 122.48 132.23
FROM INCEPTION 176.01% 188.16%
30-DAY SEC YIELD 5.43%
30-DAY SEC YIELD W/O WAIVER NA
TAXABLE EQUIVALENT SEC 10.10%
YIELD
FISCAL YEAR-END 5.98%
DISTRIBUTION RATE (ON MAX
OFFERING)
FISCAL YEAR-END 6.24%
DISTRIBUTION RATE (ON NAV)
SEC - YIELD CALCULATION
a = interest/dividends earned 66,055,858
b = expenses accrued 5,442,410
c = avg # of shares o/s 1,878,917,345
d = maximum offering price 7,411
a - b 6
SEC Yield= 2[(------------------------- + 1) -1]
cd
66,055.858 - 5,442,410 6
= 2[(----------------------------------- + 1) -1]
1,878,917,345 * 7.411
60,613,448 6
= 2[(------------------------- + 1) -1]
13,924,656,444
6
= 2[( 1.00435295823956 ) -1]
= 2( 1.02640362813221 - 1)
= 0.0528072563
= 5.28%
TAXABLE EQUIVALENT YIELD CALCULATION
TAXABLE EQUIVALENT YIELD = tax-exempt current yield
------------------------
1 - f + s x (1 - f)) ]
WHERE:
f = federal income tax rate
s = state and local income tax rate
yield = 5.28%
f = 39.60%
s = 11.00%
TAXABLE EQUIVALENT YIELD = 5.28%
------------------------
1 - [.395+(.1 X (1-.396))]
= 5.28%
-------------------
1 - ( 0.396 + 0.66 )
5.28%
= -------------------
0.538
= 9.81%
POWER OF ATTORNEY
The undersigned officers and directors of Franklin California
Tax-Free Income Fund, Inc. (the "Registrant") hereby appoint
BRIAN E. LORENZ, HARMON E. BURNS, DEBORAH R. GATZEK, KAREN L.
SKIDMORE AND LARRY L. GREENE (with full power to each of them to
act alone) his attorney-in-fact and agent, in all capacities, to
execute, and to file any of the documents referred to below
relating to Post-Effective Amendments to the Registrant's
registration statement on Form N-1A under the Investment Company
Act of 1940, as amended, and under the Securities Act of 1933
covering the sale of shares by the Registrant under prospectuses
becoming effective after this date, including any amendment or
amendments increasing or decreasing the amount of securities for
which registration is being sought, with all exhibits and any and
all documents required to be filed with respect thereto with any
regulatory authority. Each of the undersigned grants to each of
said attorneys, full authority to do every act necessary to be
done in order to effectuate the same as fully, to all intents and
purposes as he could do if personally present, thereby ratifying
all that said attorneys-in-fact and agents, may lawfully do or
cause to be done by virtue hereof.
The undersigned officers and directors hereby execute this
Power of Attorney as of this 16th day of February, 1995.
/s/ Charles B. Johnson /s/ Gordon S. Macklin
Charles B. Johnson, Gordon S. Macklin,
Principal Executive Officer Director
and Director
/s/ Harris J. Ashton /s/ Martin L. Flanagan
Harris J. Ashton, Martin L. Flanagan,
Director Principal Financial Officer
/s/ S. Joseph Fortunato /s/ Diomedes Loo-Tam
S. Joseph Fortunato, Diomedes Loo-Tam,
Director Principal Accounting Officer
/s/ Rupert H. Johnson
Rupert H. Johnson,
Director
CERTIFICATE OF SECRETARY
I, Brian E. Lorenz, certify that I am Secretary of Franklin
California Tax-Free Income Fund, Inc. (the "Fund").
As Secretary of the Fund, I further certify that the
following resolution was adopted by a majority of the Directors
of the Fund present at a meeting held at 777 Mariners Island
Boulevard, San Mateo, California, on February 16, 1995.
RESOLVED, that a Power of Attorney, substantially in
the form of the Power of Attorney presented to this
Board, appointing Harmon E. Burns, Deborah R. Gatzek,
Karen L. Skidmore, Larry L. Greene and Brian E. Lorenz
as attorneys-in-fact for the purpose of filing
documents with the Securities and Exchange Commission,
be executed by each Director and designated officer.
I declare under penalty of perjury that the matters set
forth in this certificate are true and correct of my own
knowledge.
/s/ Brian E. Lorenz
Brian E. Lorenz
Secretary
Dated February 16, 1995
